NICHOLAS APPLEGATE INVESTMENT TRUST
POS AMI, 1996-12-27
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As filed with the Securities and Exchange Commission on December 27, 1996

                                                       Registration No. 811-7384




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM N-1A

                             REGISTRATION STATEMENT

                                      Under

                       THE INVESTMENT COMPANY ACT OF 1940

   
                                Amendment No. 12
    

                                   ----------

                       NICHOLAS-APPLEGATE INVESTMENT TRUST
             (Exact name of registrant as specified in its charter)

                                   ----------

                          600 West Broadway, 30th Floor
                           San Diego, California 92101
          (Address, including zip code, of Principal Executive Offices)

                                   ----------

                               Arthur E. Nicholas
                    c/o Nicholas-Applegate Capital Management
                          600 West Broadway, 30th Floor
                           San Diego, California 92101
                     (Name and address of agent for service)

                                   Copies to:

                                Robert E. Carlson
                        Paul, Hastings, Janofsky & Walker
                             555 South Flower Street
                          Los Angeles, California 90071

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                                EXPLANATORY NOTE


This Registration Statement has been filed by the Registrant pursuant to Section
8(b) of the Investment Company Act of 1940.  However, Interests in the
Registrant are not being registered under the Securities Act of 1933, as amended
(the "Securities Act"), because such Interests will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the Securities Act.  Investments in the Registrant
may only be made by investment companies, registered broker-dealers, insurance
company separate accounts, common or commingled trust funds, group trusts or
similar organizations or entities that are "accredited investors" within the
meaning of Regulation D under the Securities Act.  This Registration Statement
does not constitute an offer to sell, or the solicitation of an offer to buy,
any Interests of the Registrant.


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            NICHOLAS-APPLEGATE-REGISTERED TRADEMARK- INVESTMENT TRUST
                       Nicholas-Applegate Core Growth Fund
                     Nicholas-Applegate Emerging Growth Fund
                     Nicholas-Applegate Mini-Cap Growth Fund
                Nicholas-Applegate Emerging Countries Growth Fund
                     Nicholas-Applegate Income & Growth Fund
                     Nicholas-Applegate Balanced Growth Fund
                    Nicholas-Applegate Worldwide Growth Fund
                  Nicholas-Applegate International Growth Fund
                 Nicholas-Applegate Global Growth & Income Fund
                    Nicholas-Applegate Government Income Fund
             Nicholas-Applegate Short-Intermediate Fixed Income Fund
            Nicholas-Applegate Fully Discretionary Fixed Income Fund
                          Nicholas-Applegate Value Fund
                     Nicholas-Applegate High Yield Bond Fund
                    Nicholas-Applegate Strategic Income Fund
                      Nicholas-Applegate Money Market Fund
                Nicholas-Applegate International Core Growth Fund
                    Nicholas-Applegate Large Cap Growth Fund
    

                                     PART A


ITEM 1.  COVER PAGE.  Not applicable.

ITEM 2.  SYNOPSIS.  Not applicable.

ITEM 3.  CONDENSED FINANCIAL INFORMATION.  Not applicable.

ITEM 4.  GENERAL DESCRIPTION OF REGISTRANT.

   
          Nicholas-Applegate Investment Trust, a Delaware business trust (the
"Trust"), is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "Investment Company Act").  The
Trust currently has eighteen series (each a "Fund" and collectively the
"Funds")-- Nicholas-Applegate Core Growth Fund (the "Core Growth Fund"),
Nicholas-Applegate Emerging Growth Fund (the "Emerging Growth Fund"), Nicholas-
Applegate Mini-Cap Growth Fund (the "Mini-Cap Fund"), Nicholas-Applegate
Emerging Countries Fund (the "Emerging Countries Fund"), Nicholas-Applegate
Income & Growth Fund (the "Income & Growth Fund"), Nicholas-Applegate Balanced
Growth Fund (the "Balanced Fund"), Nicholas-Applegate Worldwide Growth Fund (the
"Worldwide Fund"), Nicholas-Applegate International Growth Fund (the
"International Fund"), Nicholas-Applegate Global Growth & Income Fund (the
"Global Growth Fund"), Nicholas-Applegate Government Income Fund (the
"Government Fund"), Nicholas-Applegate Short-Intermediate Fixed Income Fund (the
"Short-Intermediate Fund"), Nicholas-Applegate Fully Discretionary Fixed Income


<PAGE>

Fund (the "Fully Discretionary Fund"), Nicholas-Applegate Value Fund (the "Value
Fund"), Nicholas-Applegate High Yield Bond Fund (the "High Yield Bond Fund"),
Nicholas-Applegate Strategic Income Fund (the "Strategic Income Fund"),
Nicholas-Applegate Money Market Fund (the "Money Market Fund"), Nicholas-
Applegate Large Cap Growth Fund (the "Large Cap Growth Fund"), and Nicholas-
Applegate International Core Growth Fund (the "International Core Growth Fund").
The assets of the Funds are managed by Nicholas-Applegate Capital Management
(the "Investment Adviser").
    

          Beneficial interests in each Fund ("Interests") are issued solely in
private placement transactions that do not involve any "public offering" within
the meaning of Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act").  Investments in a Fund may only be made by investment
companies, registered broker-dealers, insurance company separate accounts,
common or commingled trust funds, group trusts or similar organizations or
entities that are "accredited investors" within the meaning of Regulation D
under the Securities Act (each an "Investor" and collectively the "Investors").
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any "security" within the meaning of the
Securities Act.

INVESTMENT OBJECTIVES AND POLICIES.

          CORE GROWTH FUND

          The investment objective of the Core Growth Fund is to maximize long-
term capital appreciation.  The Fund invests primarily in common stocks of U.S.
companies the earnings and stock prices of which are expected by its Investment
Adviser to grow faster than the average rate of companies in the Standard &
Poor's 500 Stock Price Index (the "S&P 500 Index").  Companies in which the Fund
invests do business in a cross-section of industries and may be growth
companies, cyclical companies or companies believed to be undergoing a basic
change in operations or markets which, in the opinion of the Investment Adviser,
would result in a significant improvement in earnings.  The securities of such
companies may be subject to more volatile market movements than securities of
larger, more established companies because the issuers typically are more
subject to changes in earnings and prospects.  Although the Fund is not
restricted to investments in companies of any particular size, it currently
intends to invest primarily in companies with middle market capitalizations and
above (generally, above $500 million).  There can be no assurance that the Fund
will achieve its investment objective.  See "Investment Policies and Strategies"
for a discussion of the risks associated with investment in such growth
companies.

          Under normal market conditions, at least 75% of the Fund's total
assets will be invested in common stocks.  The remainder of the Fund's assets
may be invested in preferred convertible securities issued by similar growth
companies, investment grade corporate debt securities, securities issued or
guaranteed by the U.S. Government and its agencies and instrumentalities and
various other securities and instruments described in "Investment Policies and
Strategies"


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below.  The Fund may invest up to 20% of its total assets, directly or
indirectly through American Depository Receipts, in securities issued by foreign
issuers.  See "Investment Policies and Strategies" for a discussion of the risks
associated with investment in foreign securities.  The other debt securities in
which the Fund may invest will be rated "Baa" or higher by Moody's Investors
Service, Inc. ("Moody's) or "BBB" or higher by Standard & Poor's Corporation
("S&P") or unrated if determined by the Investment Adviser to be of comparable
quality.  These securities are of investment grade, which means that their
issuers are believed to have adequate capacity to pay interest and repay
principal, although certain of such securities in the lower grades have
speculative characteristics, and changes in economic conditions or other
circumstances may be more likely to lead to a weakened capacity to pay interest
and principal than would be the case with higher rated securities.  If the
rating of a debt security held by the Fund is downgraded below investment grade,
the Investment Adviser will sell the security as promptly as practicable.  The
Fund may also make short sales, which is considered a speculative technique.
See "Investment Policies and Strategies" for a discussion of the risks
associated with short sale transactions.

          EMERGING GROWTH FUND

          The investment objective of the Emerging Growth Fund is to maximize
long-term capital appreciation.  The Fund invests in the same types of
securities and companies as the Core Growth Fund, as described above, except
that the Emerging Growth Fund intends to invest primarily in companies with
smaller market capitalizations (E.G., up to $500 million).  However, the Fund
will not necessarily sell any security held by it if the market capitalization
of the issuer increases above $500 million subsequent to purchase.  The
securities of such companies may be subject to more volatile market movements
than securities of larger, more established companies, including the companies
in which the Core Growth Fund invests.  There can be no assurance that the Fund
will achieve its investment objective.  See "Core Growth Fund" above and
"Investment Policies and Strategies" for a discussion of the risks associated
with investments in growth companies, foreign companies, convertible and other
debt securities, short sales and other investments of the Emerging Growth Fund.

          MINI-CAP FUND

          The investment objective of the Mini-Cap Fund is to maximize long-term
capital appreciation.  The Fund invests in the same types of securities and
companies as the Core Growth Fund, as described above, except that the Mini-Cap
Fund intends to invest primarily in companies with small market capitalizations
(E.G., up to $100 million).  However, the Fund will not necessarily sell any
security held by it if the market capitalization of the issuer increases above
$100 million subsequent to purchase.  The securities of such companies may be
subject to more volatile market movements than securities of larger, more
established companies, including the companies in which the Core Growth Fund
invests.  There can be no assurance that the Mini-Cap Fund will achieve its
investment objective.  See "Core Growth Fund" above and "Investment Policies and
Strategies" for a discussion of the risks associated with investments


                                       A-3
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in growth companies, foreign companies, convertible and other debt securities,
short sales and other investments of the Mini-Cap Fund.

          EMERGING COUNTRIES FUND

          The investment objective of the Emerging Countries Fund is to maximize
long-term capital appreciation.  Assets of the Fund are invested primarily in
equity securities of issuers located in countries with emerging securities
markets -- that is, countries with securities markets which are, in the opinion
of the Investment Adviser, emerging as investment markets but have yet to reach
a level of maturity associated with developed foreign stock markets, especially
in terms of participation by foreign investors.  The Fund currently expects to
invest in issuers located in some or all of the following emerging market
countries:  Argentina, Brazil, Chile, China, Colombia, the Czech Republic,
Greece, Hungary, India, Indonesia, Israel, Jordan, Malaysia, Mexico, Morocco,
Pakistan, Peru, the Philippines, Poland, Portugal, Singapore, South Africa, Sri
Lanka, South Korea, Taiwan, Thailand, Turkey and Venezuela.  At the discretion
of the Investment Adviser, the Fund may also invest in other countries with
emerging securities markets.

          Under normal market conditions, as a fundamental policy which cannot
be changed without shareholder approval, at least 65% of the Emerging Countries
Fund's total assets will be invested in securities of issuers located in at
least three different countries (other than the United States).  With this
exception, the Fund is not driven by allocation considerations with respect to
any particular countries, geographic regions or economic sectors.  Although the
Fund is authorized to invest more than 25% of its total assets in the securities
of issuers located in any one country, it does not currently intend to do so.
However, the Investment Adviser currently selects portfolio securities for the
Fund from an investment universe of approximately 6,000 foreign issuers in 20
emerging markets.

          The Fund may invest up to 10% of its total assets in closed-end or
open-end country funds.  Under normal market conditions, the Fund may invest up
to 35% of its total assets in securities of U.S. companies.  In addition, the
Fund may also invest up to 20% of its total assets in securities of issuers that
are  not domiciled or do not have their principal places of business in
developing countries, but that have or will have substantial assets in
developing countries, or derive or expect to derive a substantial portion of
their total revenues from either goods and services produced in, or sales made
in, developing countries.

          Under normal market conditions, at least 75% of the Emerging Countries
Fund's total assets will be invested in equity securities (common and preferred
stocks), and warrants and securities convertible into equity securities.  The
remainder of the Fund's assets will be invested in debt securities of foreign
companies and foreign governments and their agencies and instrumentalities which
the Investment Adviser believes present attractive opportunities for capital
growth, as well as in various other securities and instruments described below.


                                       A-4
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          The debt securities in which the Emerging Countries Fund may invest
will be rated "Baa" or higher by Moody's or "BBB" or higher by S&P or unrated if
determined by the Investment Adviser to be of comparable quality.  At least 75%
of the Fund's total assets invested in such securities will be invested in
securities rated A or better by Moody's or S&P or, if unrated, determined to be
of comparable quality by the Investment Adviser.  See "Core Growth Fund" above
for a discussion of these securities.  If the rating of a debt security held by
the Fund is downgraded below investment grade, the security will be sold as
promptly as practicable.

          The Emerging Countries Fund intends to invest principally in
securities that are listed on a bona fide securities exchange or are actively
traded in an over-the-counter market (either within or outside the issuer's
domicile country).  The Fund will not invest in securities denominated in a
foreign currency unless, at the time of investment, such currency is considered
by the Investment Adviser to be fully exchangeable into United States dollars
without significant legal restriction.  The Fund may purchase securities issued
by the government of, or a company located in, one nation but denominated in the
currency of another nation (or in a multinational currency unit).

          There can be no assurance the Fund will achieve its investment
objective.  See "Investment Policies and Strategies" for a description of the
rules associated with investments in emerging countries and other investments of
the Emerging Countries Fund.

          INCOME & GROWTH FUND

          The investment objective of the Income & Growth Fund is to maximize
total return, consisting of capital appreciation and current income.  The Fund
invests primarily in convertible and equity securities of U.S. companies the
earnings and stock prices of which are expected by the Investment Adviser to
grow at above-average rates.  Convertible securities are bonds, debentures,
corporate notes or preferred stocks which pay interest or dividends and which
may be converted into common stock at the option of the holder.  Convertible
securities provide for participation in the appreciation of the underlying
common stock but at a lower level of risk because the yield is higher and the
security is senior to the common stock upon liquidation of the issuer.  There
can be no assurance that the Fund will achieve its investment objective.

          Under normal market conditions at least 65% of the Income & Growth
Fund's total assets will be invested in convertible securities and in common
stocks received upon conversion or exchange of such securities and retained in
the Fund's portfolio to permit orderly disposition.  Up to 35% of the Fund's
total assets may be invested in other securities, including non-convertible
equity (common and preferred stocks) and debt securities and securities issued
or guaranteed by the U.S. Government.  See "Investment Policies and Strategies"
for a description of the various other securities and instruments in which the
Fund may invest.  The Fund may also invest in Eurodollar convertible securities
and American Depository Receipts.  See "Investment Policies and Strategies" for
a discussion of the risks associated with investment in foreign securities.  At
all times, a minimum of 25% of the Fund's total assets will be invested


                                       A-5
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in income-producing securities (including convertible securities and debt
securities), and a minimum of 25% of the Fund's total assets will be invested in
equity securities (including common and preferred stocks).

          The issuers of the convertible and equity securities in which the
Income & Growth Fund invests will be the same types of growth companies as those
in which the Core Growth Fund invests.  See "Core Growth Fund" above and
"Investment Policies and Strategies" for a discussion of the risks associated
with investment in such growth companies.  The Income & Growth Fund's
convertible and other debt securities will generally be investment grade
securities rated "Baa" or higher by Moody's or "BBB" or higher by S&P or unrated
if determined by the Investment Adviser to be of comparable quality, as
described above under "Core Growth Fund."  However, the Income & Growth Fund's
net assets may be invested without limitation in debt securities rated below
investment grade or unrated if the Investment Adviser believes that the
financial condition of the issuer or the protection afforded to the particular
securities is stronger than would otherwise be indicated by such low ratings or
the lack thereof.  Debt securities with ratings below "Baa" or "BBB," commonly
referred to as "junk bonds," are speculative and subject to greater market
fluctuations and risk of loss of income and principal than higher rated bonds.
If the rating of an investment grade security held by the Fund is downgraded,
the Investment Adviser will determine whether it is in the best interests of the
Fund to continue to hold such security in its investment portfolio.  See
"Investment Policies and Strategies" for a discussion of the risks associated
with investment in junk bonds.

          BALANCED FUND

          The investment objective of the Balanced Fund is to provide investors
with a balance of long-term capital appreciation and current income.  The Fund
invests in equity securities (common and preferred stocks), convertible
securities and warrants primarily of U.S. companies, debt securities (bonds,
debentures and notes), money market instruments and other short-term investments
and instruments described in "Investment Policies and Strategies" below.  Under
normal circumstances, the Fund will allocate approximately 60% of the total
value of its assets to equity securities, convertible securities and warrants
and approximately 40% to debt securities, money market instruments and other
short-term investments and instruments.

          Temporary deviations from the Fund's 60%/40% balance of securities due
to market fluctuations in the value of securities or otherwise will be permitted
so long as the percentage of equity securities in the Fund's investment
portfolio is not more than 70% or less than 50% of the value of the Fund's total
assets.  If the value of the equity securities, convertible securities and
warrants in the Fund's investment portfolio increases above 70% or decreases
below 50%, the Fund will effect sales or purchases of certain of its existing
investments as promptly as practicable to restore the 60%/40% ratio.  Such a
portfolio adjustment may cause the Fund to buy or sell securities which have
appreciated or depreciated in value at times different from when the Investment
Adviser would otherwise have made such purchases and sales.  Such purchases and
sales may also cause the Fund to incur a higher proportion of short-term capital


                                       A-6
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gains than might otherwise be the case.  There can be no assurance that the Fund
will achieve its investment objective.

          The issuers of the Balanced Fund's equity investments will be the same
types of growth companies as those in which the Core Growth Fund invests.  See
"Core Growth Fund" above and "Investment Policies and Strategies" for a
discussion of the risks associated with investment in such growth companies.
The debt securities in which the Balanced Fund may invest include debt
securities issued by the U.S. Government and its agencies and instrumentalities
and corporate debt securities.  The ratings (or in the case of unrated
securities, the Investment Adviser's assessment of comparable quality) of the
Fund's convertible and other debt securities, and its policies regarding
downgraded securities, will be the same as those of the Income & Growth Fund.
The Fund may invest a portion (less than 35%) of its net assets in convertible
and debt securities rated below investment grade or in unrated securities of
comparable quality.  Such securities or "junk bonds" are speculative and subject
to greater market fluctuations and risk of loss of income and principal than
higher rated bonds.  See "Income & Growth Fund" above and "Investment Policies
and Strategies" for a discussion of the risks associated with investment in junk
bonds.

          WORLDWIDE FUND

          The investment objective of the Worldwide Fund is to maximize long-
term capital appreciation.  The Fund invests primarily in equity securities of
U.S. and foreign companies.  Such companies may be in the earlier states of
development, growth companies, cyclical companies or companies believed to be
undergoing a basic change in operations or markets which, in the opinion of the
Investment Adviser, would result in a significant improvement in earnings.  The
securities of such companies may be subject to more volatile market movements
than securities of larger, more established companies.  Although the Fund is not
restricted to investments in companies of any particular size, it currently
intends to invest principally in companies with smaller to middle market
capitalizations (I.E., from $100 million to $5 billion).  See "Investment
Policies and Strategies" for a discussion of the risks associated with
investment in such companies.

          The Worldwide Fund may invest in securities issued by companies based
or operating in any country, including the United States.  Under normal market
conditions, as a fundamental policy which cannot be changed without shareholder
approval, at least 65% of the Fund's assets will be invested in securities of
issuers located in at least three countries, one of which may be the United
States.  Under normal market conditions, the Fund may invest up to 50% of its
total assets in securities of U.S. issuers.  With these exceptions, the Fund is
not driven by allocation considerations with respect to any particular
countries, geographic regions or economic sectors.  Countries in which
investment opportunities will be sought include Australia, Austria, Belgium,
Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan,
Malaysia, the Netherlands, New Zealand, Norway, Singapore, Spain, Sweden,
Switzerland, the United Kingdom and the United States.  However, the Fund may
also invest in securities issued by


                                       A-7
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companies based in other countries such as the countries of Eastern Europe and
South America, Indonesia, Korea, Mexico, the Philippines, Portugal and Thailand.
The Fund may also invest up to 10% of its assets in closed-end or open-end
country funds.  An investment in such funds may result in duplication of fees.
See "Investment Policies and Strategies" for a discussion of the risks
associated with investment in foreign securities.  There can be no assurance
that the Fund will achieve its investment objective.

          Under normal market conditions, at least 75% of the Fund's total
assets will be invested in equity securities (common and preferred stocks and
warrants) and securities convertible into equity securities.  The remainder of
the Worldwide Fund's assets will be invested in debt securities of foreign
companies and foreign governments and their agencies and instrumentalities,
which the Investment Adviser believes present attractive opportunities for
capital growth, as well as in various other securities and instruments described
in "Investment Policies and Strategies" below.  The ratings (or in the case of
unrated securities, the Investment Adviser's assessment of comparable quality)
of the Fund's debt securities, and its policies regarding downgraded securities,
will be the same as those of the Core Growth Fund.  See "Core Growth Fund"
above.  The Fund also make short sales, which is considered a speculative
technique.  See "Investment Policies and Strategies" for a discussion of the
risks associated with short sale transactions.

          INTERNATIONAL FUND

          The International Fund seeks to maximize long-term capital
appreciation.  Assets of the International Fund are invested in the same types
of securities as the Worldwide Fund, except that the International Fund may
invest up to 35% of its total assets in securities of U.S. companies.  Under
normal market conditions, as a fundamental policy which cannot be changed
without shareholder approval, at least 65% of the Fund's total assets will be
invested in securities of issuers located in at least three countries.  There
can be no assurance that the Fund will achieve its investment objective.  See
"Worldwide Fund" above.

          GLOBAL GROWTH FUND

          The investment objective of the Global Growth Fund is long-term
capital appreciation while providing current income.  Assets of the Fund are
invested primarily in a diversified portfolio of equity securities, bonds and
money market instruments of U.S. and foreign issuers.  Although the Fund is not
restricted to investments in companies of any particular size, it currently
intends to invest principally in established companies in the world's leading
industrial nations and in other rapidly growing countries.  There can be no
assurance that the Fund will achieve its investment objectives.  See "Investment
Policies and Strategies" for a discussion of the risks associated with
investment in such securities, bonds and money market instruments.

          Under normal market conditions, as a fundamental policy which cannot
be changed without shareholder approval, at least 65% of the Fund's total assets
will be invested in securities of issuers located in at least three different
countries (one of which may be the United


                                       A-8
<PAGE>

States).  With this exception, the Fund is not driven by allocation
considerations with respect to any particular countries, geographic regions or
economic sectors.  Although the Fund is authorized to invest more than 25% of
its total assets in the securities of issuers located in any one country, it
does not currently intend to do so.  Countries in which investment opportunity
be sought are the same as for the International Growth Fund, except that the
Global Growth & Income Fund may also invest up to 10% of its net assets in
securities issued by companies based in other countries such as the countries of
Eastern Europe and South America, Indonesia, Korea, Mexico, the Philippines,
Portugal and Thailand.  The Fund may also invest up to 10% of its total assets
in closed-end country funds.  An investment in such funds may result in
duplication of fees.

          Under normal market conditions, at least 60% of the Fund's total
assets will be invested in equity securities (common and preferred stocks), and
warrants to acquire such securities.  The remainder of the Fund's assets will be
invested in debt securities of foreign companies and foreign governments and
their agencies and instrumentalities which the Investment Adviser believes
present attractive opportunities for capital growth, as well as in various other
securities and instruments described in "Investment Policies and Strategies."

          The Fund's convertible and other debt securities will generally be
investment grade securities rated "Baa" or higher by Moody's or "BBB" or higher
by S&P or unrated if determined by the Investment Adviser to be of comparable
quality.  See "Core Growth Fund" above for a discussion of these securities.
However, a portion (less than 35%) of the Fund's net assets may be invested in
debt securities rated below investment grade or in unrated securities of
comparable quality if the Investment Adviser believes that the financial
condition of the issuer or the protection afforded to the particular securities
is stronger than would otherwise be indicated by such low ratings or the lack
thereof.  See "Income & Growth Fund" above and "Investment Policies and
Strategies" for a discussion of the risks associated with investment in junk
bonds.

          The Global Growth Fund intends to invest principally in securities
that are listed on a bona fide securities exchange or are actively traded in an
over-the-counter market (either within or outside the issuer's domicile
country).  The Fund will not invest in securities denominated in a foreign
currency unless, at the time of investment, such currency is considered by the
Investment Adviser to be fully exchangeable into United States dollars without
significant legal restriction.  The Fund may purchase securities issued by the
government of, or a company located in, one nation but denominated in the
currency of another nation (or in a multinational currency unit).

          GOVERNMENT FUND

          The investment objective of the Government Fund is to seek to maximize
current income consistent with prudent investment risk and preservation of
capital.  The Fund invests primarily in investment grade, intermediate-term debt
securities of the U.S. Government and its agencies


                                       A-9
<PAGE>

and instrumentalities.  Such securities are of varying maturities, with a
weighted average portfolio duration (expected life) generally from three to six
years.  The Fund may invest in direct obligations of the United States (such as
Treasury bills, notes and bonds, which are supported by the full faith and
credit of the United States) and obligations (including mortgage-related
securities) issued or guaranteed by agencies and instrumentalities of the U.S.
Government that are established under an act of Congress.  These agencies and
instrumentalities may include, but are not limited to, the Government National
Mortgage Association, Federal National Mortgage Association, Federal Home Loan
Mortgage Corporation, Student Loan Marketing Association, Federal Farm Credit
Banks, Federal Home Loan Banks, and Resolution Funding Corporation.  Under
normal market conditions, at least 75% of the total assets of the Fund will be
invested in securities issued or guaranteed by the U.S. Government or its
agencies and instrumentalities.  The remainder of the Fund's assets may be
invested in mortgage-related securities (including collateralized mortgage
obligations), investment grade debt securities, short-term investments and other
securities and instruments described in "Investment Policies and Strategies"
below.  There can be no assurance that the Fund will achieve its investment
objective.

          Although the Fund invests primarily in securities issued or guaranteed
by the U.S. Government or its agencies and instrumentalities, the value of the
Fund's Interests and its current yield will fluctuate and are not guaranteed by
the U.S. Government.  The market value of the debt securities in which the Fund
will invest is generally affected by changes in the level of interest rates.  An
increase in interest rates will tend to reduce their market value, and a decline
in interest rates will tend to increase their value.  The magnitude of these
changes generally will be greater for securities with longer remaining
maturities than those with shorter maturities.  Generally, the longer the
maturity of a debt security, the higher its yield and the greater its price
volatility.  Conversely, the shorter the maturity, the lower the yield but the
greater the price stability.

          Duration is one of the fundamental tools used by the Investment
Adviser in the selection of securities for the Government Fund.  Developed as a
more precise alternative to the concept of "term to maturity," duration is a
measure of the expected life of a debt security on a present value basis and is
an indicator of a security's price movement and risk associated with changes in
interest rates.  Duration incorporates a bond's yield, coupon interest payments,
final maturity and call features into one measure.  Duration takes the length of
the time intervals between the present time and the time that interest and
principal payments are scheduled and weighs them by the present values of the
cash to be received at each future point in time.  For any fixed income security
with interest payments occurring prior to the payment of principal, duration is
always less than maturity.  In general, all other things being the same, the
lower the stated or coupon rate of interest of a fixed income security, the
longer the duration of the security; conversely, the higher the stated or coupon
rate of interest of a fixed income security, the shorter the duration of the
security.  For example, the maturity of a current coupon bond with a three-year
duration is approximately 3.5 years, and the maturity of a current coupon bond
with a six-year duration is approximately nine years.  In some situations the
standard duration


                                      A-10
<PAGE>

calculation does not properly reflect the interest rate exposure of a security,
such as in the case of mortgage pass-through securities.  In such instances, the
Investment Adviser will use more sophisticated analytical techniques that
incorporate the economic life of a security into the determination of its
interest rate exposure.

          SHORT-INTERMEDIATE FUND

          The Short-Intermediate Fund seeks primarily to preserve principal and
liquidity, and secondarily to realize a high level of current income.  The Fund
seeks to provide a return greater than the return of one to three-year U.S.
Treasury obligations over a full market cycle.  The Fund invests primarily in an
actively managed portfolio of investment grade fixed-income securities.  The
Fund may invest in a broad range of fixed-income securities, including bonds,
notes, mortgage-backed and asset-backed securities, issued by U.S. and foreign
corporations or other entities, and sovereign debt securities of U.S. or foreign
governments or their agencies, authorities, instrumentalities or sponsored
enterprises.  The Fund will invest only in obligations payable in U.S. dollars.
The Fund may purchase securities that pay interest on a fixed, variable,
floating or deferred basis.  Under normal market conditions, at least 90% of the
Fund's total assets will be invested in such securities.  The Fund may acquire
over-the-counter and illiquid securities, and may utilize techniques such as
when-issued securities and firm commitment agreements, forward roll
transactions, swap transactions, futures contracts, securities lending, and
borrowing.  See "Investment Policies and Strategies" for a description of the
Fund's investment securities and techniques and associated risks.

          The Short-Intermediate Fund may adopt a temporary defensive position
during adverse market conditions by investing without limit in high quality
money market instruments, including short-term U.S. Government securities,
negotiable certificates of deposit, non-negotiable fixed time deposits, bankers'
acceptances, floating-rate notes and repurchase agreements.

          The average dollar-weighted maturity of the Short-Intermediate Fund's
portfolio will be adjusted as the Investment Adviser determines market
conditions warrant.  The minimum average dollar-weighted portfolio maturity of
the Fund's portfolio will be two years, and the maximum will be five years.  The
Fund is not constrained as to the maximum maturity of its individual portfolio
securities.  However, the Fund will normally invest in securities with final
maturities, average lives or interest rate reset frequencies of ten years or
less.
   
          The debt securities in which the Short-Intermediate Fund may invest
will be rated at the time of purchase "Baa" or higher by Moody's, "BBB" or
higher by S&P, or equivalent ratings by other recognized rating agencies, or may
be unrated if determined by the Investment Adviser to be of comparable quality.
See "Core Growth Fund" above for a discussion of these securities.  The
Investment Adviser anticipates that the average dollar-weighted credit quality
of the securities in the Fund's portfolio will be Aa or AA according to Moody's
and S&P's ratings, respectively, or comparable credit quality as determined by
the Investment Adviser.  In the case of a security that is rated differently by
one or more rating services, the higher rating
    


                                      A-11
<PAGE>

will be used in computing the Fund's average dollar-weighted credit quality.  If
the rating of a security held in the Fund's portfolio is downgraded below
investment grade by a rating service (or determined to have fallen below
investment grade by the Investment Adviser in the case of unrated securities),
such action will be considered by the Investment Adviser in its evaluation of
the overall investment merits of the security, but will not necessarily result
in the sale of the security.

          In order to achieve the Fund's investment objectives, the Investment
Adviser will seek to add value by moving portfolio investments among market
sectors (e.g., U.S. Treasury securities, corporate securities and mortgage-
booked securities), positioning investments in the most attractive maturities
along the yield curve, selecting undervalued investments in order to take
advantage of lower prices and higher yields, and varying the average maturity of
the Fund's portfolio to reflect interest rate forecasts.  There can be no
assurance that use of these techniques will be successful.

          FULLY DISCRETIONARY FUND

          The Fully Discretionary Fund seeks to maximize total return.  It seeks
to provide a total return greater than the return of an index of either
government/corporate debt or government/corporate/mortgage debt over a full
market cycle.  The Fund invests primarily in an actively managed portfolio of
investment grade fixed-income securities.  The Fund may invest in a broad range
of fixed-income securities, including bonds, notes, and mortgage-backed and
asset-backed securities issued by U.S. and foreign corporations or other
entities, and sovereign debt securities of U.S. or foreign governments or their
agencies, authorities, instrumentalities or sponsored enterprises.  The Fund may
purchase securities that pay interest on a fixed, variable, or floating basis.
Under normal market conditions, at least 65% of the Fund's total assets will be
invested in such securities.  The Fund may acquire over-the-counter and illiquid
securities, and may utilize techniques such as when-issued securities and firm
commitment agreements, forward roll transactions, put and call options on
securities, swap transactions, futures contracts and options, securities
lending, and borrowing.  See "Investment Policies and Strategies" for a
description of the Fund's investment securities and techniques and the
associated risks.

          Although the Fully Discretionary Fund will invest primarily in
obligations payable in U.S. dollars, up to 30% of the Fund's portfolio assets
may be payable in other currencies.  Countries in which non-dollar denominated
investments may be made will include Australia, Austria, Belgium, Canada,
Denmark, France, Germany, Italy, Japan, the Netherlands, Spain, Sweden, and the
United Kingdom.  The Fund may or may not hedge against the currency risks
associated with such investments.

          The Fully Discretionary Fund may adopt a temporary defensive position
during adverse market conditions by investing without limit in high quality
money market instruments, including


                                      A-12
<PAGE>

short-term U.S. Government securities, negotiable certificates of deposit, non-
negotiable fixed time deposits, bankers' acceptances, floating-rate notes and
repurchase agreements.

          The average duration of the Fund's portfolio will be adjusted as the
Investment Adviser determines market conditions warrant.  The average portfolio
duration of the Fund will range from two to eight years.  The Fund is not
constrained as the maximum maturity of its individual portfolio securities.
However, its duration policy will limit the amount of longer-term investments in
its portfolio.  See "Government Fund" above for an explanation of "duration."

          The debt securities in which the Fully Discretionary Fund may invest
will be rated at the time of purchase investment grade by Moody's, S&P or other
recognized rating agencies, or may be unrated if determined by the Investment
Adviser to be of comparable quality.  The Investment Adviser anticipates that
the average dollar-weighted credit quality of the securities in the Fund's
portfolio will be Aa or AA according to Moody's and S&P's ratings, respectively,
or comparable credit quality as determined by the Investment Adviser.  The
policies of the Fund regarding determination of ratings and the disposition of
downgraded securities are the same as those of the Short-Intermediate Fund
described above.

          In order to achieve the Fund's investment objectives, the Investment
Adviser will seek to add value by varying the average duration of the Fund's
portfolio to reflect interest rate forecasts, moving portfolio investments among
market sectors (e.g., non-dollar securities, U.S. Treasury securities, corporate
securities and mortgage-backed securities), positioning investments in the most
attractive maturities along the yield curve, and selecting undervalued
investments in order to take advantage of lower prices and higher yields.  There
can be no assurance that use of these techniques will be successful.

          VALUE FUND

          The investment objective of the Value Fund is to provide a total
return consisting of capital appreciation plus dividend and interest income that
exceeds the total return realized on the Standard & Poor's 500 Stock Price
Index.  Under normal circumstances, the Value Fund will invest at least 80% of
its total assets in a diversified portfolio of equity securities, primarily of
companies with larger market capitalizations (e.g. over $5 billion).  Such
equity securities will include common stocks, preferred stocks, convertible
securities, and warrants.  The Fund may invest in equity securities of domestic
issuers and in equity securities of foreign issuers that are traded in the
United States and comply with U.S. accounting standards.  The Fund's portfolio
is designed to have risk, capitalization and industry characteristics similar to
those of the S&P 500 Index.  The remainder of the Fund's assets will be invested
in debt securities of such domestic and foreign issuers that are considered by
the Investment Adviser to be cash equivalents, as well as in various other
securities described herein.  There can be no assurance that the Value Fund will
achieve its investment objective.


                                      A-13
<PAGE>

          HIGH YIELD BOND FUND

          The investment objective of the High Yield Bond Fund is to seek income
and capital growth.  The High Yield Bond Fund invests primarily in domestic and
foreign debt instruments, convertible securities, and common and preferred
stocks.  The Fund has broad flexibility to invest in instruments of any type or
quality, but the Investment Adviser expects to invest principally in debt
instruments and convertible securities with an emphasis on lower-quality
securities.  Convertible securities are bonds, debentures, corporate notes or
preferred stocks which pay interest or dividends and which may be converted into
common stock at the option of the holder.

          The High Yield Bond Fund may invest in a broad range of fixed-income
securities denominated in the U.S. dollar and foreign currencies, including
bonds, notes, mortgage-backed securities and other real estate-related
instruments, asset-backed securities, and direct debt instruments, issued by
U.S. and foreign corporations or other entities, and sovereign debt securities
of U.S. or foreign governments or their agencies, authorities, instrumentalities
or sponsored enterprises.  The Fund may purchase securities that pay interest on
a fixed, variable, floating or deferred basis.  Under normal market conditions,
at least 65% of the Fund's total assets will be invested in high-yield bonds.
The Fund is not constrained as to the maximum maturity of its portfolio
securities.  The High Yield Bond Fund may invest without limitation in debt
securities rated below investment grade or in unrated securities of comparable
quality if the Investment Adviser believes that the financial condition of the
issuer or the protection afforded to the particular securities is stronger than
would otherwise be indicated by such low ratings or the lack thereof.  These
debt securities, commonly referred to as "junk bonds," are speculative and
subject to greater risk of loss of income and principal than higher rated
securities, and may be in default at the time they are purchased by the Fund.
See "Income & Growth Fund" above and "Investment Policies and Strategies" for a
description of the risks associated with investment in junk bonds.

          The High Yield Bond Fund may invest a portion of its assets (no more
than 35% of its total assets) in equity securities of U.S. and foreign
companies.  Such companies may be in the earlier stages of development, growth
companies, cyclical companies or companies believed to be undergoing a basic
change in operations or markets which, in the opinion of the Investment Adviser,
would result in a significant improvement in earnings.  The securities of such
companies may be subject to more volatile market movements than securities of
larger, more established companies.  Although the Fund is not restricted in
investments in companies of any particular size, it currently intends to invest
principally in companies with capitalizations of at least $100 million at the
time of purchase.  See "Investment Policies and Strategies" for a description of
the Fund's investment securities and techniques and associated risks.

          The High Yield Bond Fund may invest in securities issued by companies
based or operating in any country, including the United States.  The Fund is not
driven by allocation considerations with respect to any particular countries,
geographic regions or economic sectors.


                                      A-14
<PAGE>

See "Worldwide Fund" above and "Investment Policies and Strategies" for a
description of the risks associated with investment in foreign securities and
emerging market countries.

          When investing in foreign securities, the High Yield Bond Fund intends
to invest principally in foreign securities that are listed on a bona fide
securities exchange or are actively traded in an over-the-counter market (either
within or outside the issuer's domicile country).  The Fund will not invest in
securities denominated in a foreign currency unless, at the time of investment,
such currency is considered by the Investment Adviser to be fully exchangeable
into United States dollars without significant legal restriction.  The Fund may
purchase securities issued by the government of, or a company located in, one
nation but denominated in the currency of another nation (or in a multinational
currency unit).

          The High Yield Bond Fund may adopt a temporary defensive position
during adverse market conditions by investing principally in high quality money
market instruments, including short-term U.S. Government securities, negotiable
certificates of deposit, non-negotiable fixed time deposits, bankers'
acceptances, floating-rate notes and repurchase agreements, and high quality
preferred stocks.

          STRATEGIC INCOME FUND

          The investment objective of the Strategic Income Fund is to seek a
high level of current income.

          The Strategic Income Fund invests principally in three domestic and
foreign market sectors:  convertible securities; lower-rated, high yield debt
securities; and mortgage-backed securities, including collateralized mortgage
obligations.  Under normal market conditions, the Fund will invest in each of
these three sectors, but from time to time the Investment Adviser will adjust
the amount the Fund invests in each sector.  By investing in all three sectors,
the Fund seeks to reduce the volatility of fluctuations in its net asset value
per share, because the overall securities price and interest rate movements in
each of the sectors are not necessarily correlated with each other.  Changes in
one sector may be offset by changes in another sector that moves in a different
direction.  However, the Fund may invest up to 100% of its assets in any one
sector if the Investment Adviser believes that in doing so the Fund can achieve
its objective without undue risk.

          The Strategic Income Fund may invest in a broad range of fixed-income
securities, including bonds, notes and mortgage-backed securities, asset-backed
securities, and direct debt instruments, issued by domestic and foreign
corporations and other entities, and sovereign debt securities of U.S. and
foreign governments or their agencies, authorities, instrumentalities or
sponsored enterprises.  The Fund may purchase securities that pay interest on a
fixed, variable, or floating basis.  The Fund will acquire listed or actively
traded securities of foreign issuers which are denominated in foreign currencies
considered to fully exchangeable into U.S. dollars, in the same manner as
described above for the High Yield Bond Fund.  The average maturity


                                      A-15
<PAGE>

of the Fund's portfolio will be adjusted as the Investment Adviser determines
market conditions warrant.  The Fund is not constrained as to the maturity of
its individual portfolio securities or its overall portfolio.

          The Strategic Income Fund may invest without limitation in debt
securities rated below investment grade or in unrated securities of comparable
quality if the Investment Adviser believes that the financial condition of the
issuer or the protection afforded to the particular securities is stronger than
would otherwise be indicated by such low ratings or the lack thereof. These debt
securities, commonly referred to as "junk bonds," are speculative and subject to
greater risk of loss of income and principal than higher rated securities, and
may be in default at the time they are purchased by the Fund.  See "Income &
Growth Fund" above and "Investment Policies and Strategies" for a description of
junk bonds.

          The Strategic Income Fund may adopt a temporary defensive position
during adverse market conditions by investing principally in high quality money
market instruments, including short-term U.S. Government securities, negotiable
certificates of deposit, non-negotiable fixed time deposits, bankers'
acceptances, floating-rate notes and repurchase agreements.

          MONEY MARKET FUND

          The investment objective of the Money Market Fund is to obtain a high
level of current income consistent with preservation of capital and maintenance
of liquidity.  The Fund invests in high quality, short-term, U.S. dollar
denominated money market instruments.  Such instruments include obligations
issued or guaranteed as to principal or interest by the U.S. Government or its
agencies and instrumentalities; certificates of deposit, time deposits and
bankers' acceptance of certain domestic banks, foreign banks, foreign branches
of domestic and foreign banks, domestic branches of foreign banks, and domestic
savings and loan associations; commercial paper; and other short-term corporate
obligations, including those with floating or variable rates of interest; and
repurchase agreements with respect to any of the foregoing obligations.  The
Fund may also invest in firm commitment agreements and other securities and
instruments described in "Investment Policies and Strategies" below under
certain circumstances.  The Fund is neither insured nor guaranteed by the U.S.
Government, and there can be no assurance that the Fund will be able to maintain
a stable net asset value of $1.00 per share.

          All of the Fund's investments will mature in 397 days or less from the
date of purchase, and such investments will have a dollar-weighted maturity of
90 days or less.  By limiting the maturity of its investments, the Fund seeks to
lessen changes in the value of its assets caused by fluctuations in short-term
interest rates; however, due to the short maturities of its investments, the
Fund will tend to have a lower yield (but less volatility) than funds that
invest in longer-term securities.  In addition, the Fund will invest only in
securities determined by or under the supervision of the Trust's Board of
Trustees to present minimal credit risks and which at the time of purchase are
"eligible securities" as defined by Rule 2a-7 under the Investment Company Act.


                                      A-16
<PAGE>

          Although the Fund will invest only in U.S. dollar denominated
instruments, the Fund may invest up to 20% of its total assets in securities
issued by foreign banks, foreign branches of domestic banks, domestic and
foreign branches of foreign banks, and commercial paper issued by foreign
issuers.  Investment in such securities may subject the Money Market Fund to
certain special risks that are different from those incurred by a fund which
invests only in debt obligations of U.S. issuers, and the Investment Adviser
will give appropriate consideration to such risks.  See "Investment Policies and
Strategies" below for a discussion of the risks associated with investment in
foreign securities.

          The Money Market Fund is subject to certain restrictions required by
Rule 2a-7 under the Investment Company Act.  In order to comply with such
restrictions, the Fund will not, among other things, purchase the securities of
any issuer if it would cause (i) more than 5% of its total assets to be invested
in the securities of any one issuer (excluding U.S. Government securities and
repurchase agreements fully collateralized by U.S. Government securities),
except as permitted by the Rule for certain securities for a period of up to
three business days after purchase, (ii) more than 5% of its total assets to be
invested in "second tier securities," as defined by the Rule, or (iii) more than
the greater of $1 million or 1% of its total net assets to be invested in the
second tier securities of any one issuer.  See Part B for a more detailed
description of the requirements of Rule 2a-7.
   
          LARGE CAP GROWTH FUND

          The Large Cap Growth Fund seeks long-term capital appreciation by
investing primarily in equity securities of U.S. companies with larger market
capitalizations (above $3 billion).  Equity securities include common stocks,
preferred stocks, warrants, and debt securities that are convertible into common
stocks.  The portion of the Portfolio's total assets invested in common stock,
preferred stock, warrants and convertible securities will vary according to the
Investment Adviser's assessment of market and economic conditions and outlook.
The Investment Adviser's stock selection emphasizes those common stocks that the
Investment Adviser expects to grow at a rate greater than the market in general,
as measured by the S&P 500 Index.

          Under normal conditions, at least 65% of the Fund's total assets will
be invested in domestic and foreign equity securities of large capitalization
companies.  The remainder of the assets may be invested in investment grade
corporate debt securities, U.S. Government securities, and various other
securities and instruments described in "Investment Policies and Strategies"
below.  The Fund may invest up to 30% of its total assets directly (or
indirectly through American Depository Receipts) in securities issued by foreign
issuers.  See "Investment Policies and Strategies" for a discussion of the risks
associated with investments in foreign securities.  The debt securities in which
the Fund may invest will be rated at the time of purchase "Baa" or higher by
Moody's, "BBB" or higher by S&P, or equivalent ratings by other recognized
agencies, or will be unrated if determined by the Investment Adviser to be of
comparable quality.  See "Core Growth Fund" above for a
    


                                      A-17
<PAGE>
   
discussion of investment grade securities.  The Investment Adviser will evaluate
securities downgraded below investment grade on a case by case basis to
determine whether the security continues to be an acceptable investment.  If
not, the Fund will sell the security as promptly as practicable.  The Fund will
not apply rating limitations to convertible debt securities.

          INTERNATIONAL CORE GROWTH FUND

          The International Core Growth Fund seeks long-term capital 
appreciation.  Assets of the Fund are invested primarily in a diversified 
portfolio of equity securities of international companies with larger market 
capitalizations (above $1 billion, which currently includes the top 75th 
percentile worldwide of publicly traded companies).  Equity securities 
include common stocks, preferred stocks, debt securities that are convertible 
into common stocks, and warrants. The portion of the Portfolio's total assets 
invested in common stock, preferred stock, warrants, and convertible 
securities will vary according to the Investment Adviser's assessment of 
market and economic conditions and outlook.

          The Fund may invest in securities issued by companies based or
operating in any country, including the United States.  Under normal market
conditions, as a fundamental policy which cannot be changed without shareholder
approval, at least 65% of the Fund's total assets will be invested in securities
of issuers located in at least three countries other than the United States.
Under normal market conditions, the Fund may invest up to 35% of its total
assets in securities of U.S. issuers.  With these exceptions, the Fund is not
driven by allocation considerations with respect to any particular countries,
geographic regions or economic sectors.  Countries in which investment
opportunities will be sought are the same as the Worldwide Fund.  See
"Investment Policies and Strategies" for a discussion of the risks associated
with investing in foreign securities.  There can be no assurance that the Fund
will achieve its investment objective.

          Under normal market conditions, at least 75% of the Fund's total
assets will be invested in equity securities (common and preferred stocks,
warrants and securities convertible into equity securities).  The remainder of
the Fund's assets will be invested in debt securities of U.S. and foreign
companies and U.S. and foreign governments and their agencies and
instrumentalities which the Investment Adviser believes present attractive
opportunities for capital growth, as well as in various other securities and
instruments described in "Investment Policies and Strategies."  The debt
securities in which the fund may invest will be the same as those in which the
Large Cap Growth Fund may invest.  The Fund may also make short sales, which is
considered a speculative technique.  See "Investment Policies and Strategies"
for a discussion of the risks associated with short sale transactions.
    


                                      A-18
<PAGE>

INVESTMENT TECHNIQUES AND PROCESSES.

          The focus of the Investment Adviser's investment program is GROWTH
OVER TIME-Registered Trademark-.  In making investment decisions for the Funds
with respect to equity securities, the Investment Adviser uses a proprietary
investment methodology which is designed to capture positive change at an early
stage.  It adheres rigorously to this methodology, and applies it to various
segments of the capital markets, domestically and internationally.  This
methodology consists of investment techniques and processes designed to identify
companies with attractive earnings and dividend growth potential and to evaluate
their investment prospects.  These techniques and processes include
relationships with an extensive network of brokerage and research firms located
throughout the United States; computer-assisted fundamental analysis of
thousands of U.S. and foreign companies; established criteria for the purchase
and sale of individual securities; portfolio structuring and rebalancing
guidelines; securities trading techniques; and continual monitoring and
reevaluation of all holdings with a view to maintaining the most attractive mix
of investments.  The Investment Adviser generally collects data (adjusted for
reporting and accounting differences) on approximately 26,000 companies in 35
countries (including the United States).  There can be no assurance that use of
the proprietary investment methodology will be successful.

          The decision to invest in any particular debt security for a Fund will
be based on such factors as the Investment Adviser's analysis of the effect of
the yield to maturity of the security on the average yield to maturity of the
total debt security portfolio of the Fund, the Investment Adviser's assessment
of the credit quality of the issuer and other factors the Investment Adviser
deems relevant.  Additional techniques used in connection with the Short-
Intermediate Fund, the Fully Discretionary Fund, the High Yield Bond Fund and
the Strategic Income Fund are described above.  In managing the debt security
investments of the other Funds, the Investment Adviser seeks to capture major
moves in interest rates and utilizes a proprietary model to identify interest
rate trends in the bond market.  There can be no assurance that use of these
techniques will be successful.

PORTFOLIO TURNOVER.

          The Investment Adviser's investment approach results in above-average
portfolio turnover for each Fund, as the Investment Adviser sells portfolio
securities when it is believed that the sale of a security owned by a Fund and
the purchase of another security of better value can enhance principal and/or
increase income.  A security may also be sold to avoid any prospective decline
in market value or a security may be purchased in anticipation of a market rise.
Although it is not possible to predict future portfolio turnover rates
accurately, and such rates may vary from year to year, each Fund (other than the
Money Market Fund) anticipates that its annual portfolio turnover rate may be up
to 200%, which is substantially greater than that of many other investment
companies.  A high rate of portfolio turnover (100% or more) will result in a
Fund paying greater brokerage commissions on equity securities (other than those
effected with dealers on a principal basis) than would otherwise be the case,
which will be borne directly



                                      A-19
<PAGE>

by the Fund and ultimately by the Investors.  High portfolio turnover should not
result in any Fund paying greater brokerage commissions on debt securities, as
most transactions in debt securities are effected with dealers on a principal
basis.  However, debt securities, as well as equity securities traded on a
principal basis, are subject to a mark-up by the dealers.  High portfolio
turnover may also result in the realization of substantial net capital gains,
and any distributions derived from such gains may be ordinary income for federal
tax purposes.

FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS.

          Each Fund is subject to certain investment restrictions which
constitute fundamental policies.  Fundamental policies may not be changed
without the approval of the holders of a majority of the outstanding Interests
of the affected Fund, as defined in the Investment Company Act.  An investment
policy or restriction which is not described as fundamental in this Registration
Statement may be changed or modified by the Board of Trustees of the Trust
without Investor approval.

          Each Fund's investment objective is a fundamental policy.  Certain of
the investment restrictions which are fundamental policies are set forth below.
Additional investment restrictions are discussed in Part B.

          1.No Fund may invest more than 5% of its total assets in the
securities of any one issuer.  However, up to 25% of a Fund's total assets may
be invested without regard to this limitation, and this limitation does not
apply to investments in securities of U.S. Government or its agencies and
instrumentalities.

          2.No Fund may purchase more than 10% of the outstanding voting
securities of any one issuer, or purchase the securities of any issuer for the
purpose of exercising control.

          3.No Fund may invest 25% or more of its total assets in any one
particular industry; however, this restriction does not apply to the securities
of the U.S. Government, its agencies and instrumentalities or, with respect to
the Money Market Fund, domestic branches of U.S. banks and U.S. branches of
foreign banks which are subject to the same regulation as U.S. banks.

          4.No Fund may make loans of its portfolio securities in an aggregate
amount exceeding 30% of the value of its total assets, or borrow money (except
from banks for temporary, extraordinary or emergency purposes or for the
clearance of transactions and in an aggregate amount not exceeding 20% of the
value of its total assets for all Funds except the Strategic Income Fund, which
may borrow up to 50% of the value of its net assets from banks for such purposes
or to buy securities).

          5.No Fund may invest more than 15% (10% in the case of the Money
Market Fund) of its net assets in illiquid securities.


                                      A-20
<PAGE>

INVESTMENT POLICIES AND STRATEGIES.

          SHORT-TERM INVESTMENTS (ALL FUNDS)
   
          Each of the Funds may retain cash (U.S. dollars and, in some cases,
foreign currencies or multinational currency units) and make short-term
investments to maintain liquidity for redemptions or during periods when, in the
opinion of the Investment Adviser, attractive investments are temporarily
unavailable.  Under normal circumstances no more than 10% of a Fund's total
assets will be retained in cash (U.S. dollars or, in the case of the Emerging
Countries, Worldwide, International, Core Growth International and Global Growth
Funds, foreign currencies or multinational currency units) and short-term
investments.  The Money Market Fund, however, is under no such restriction, as
it invests all of its assets in short-term investments.  In addition, each Fund
may retain cash and make short-term investments without restriction for
temporary defensive purposes, such as when the securities markets or economic
conditions are expected to enter a period of decline.  Short-term investments in
which the Funds may invest include U.S. Treasury bills or other U.S. Government
or Government agency or instrumentality obligations; certificates of deposit;
bankers' acceptances; time deposits; high quality commercial paper and other
short-term, high grade corporate obligations; shares of money market mutual
funds; or repurchase agreements with respect to such securities.  The High Yield
Bond Fund may also invest in high quality preferred stocks for such purposes.
These instruments are described below.  The Funds will only invest in short-term
investments which, in the opinion of the Investment Adviser, present minimal
credit and interest rate risk.
    
          GOVERNMENT OBLIGATIONS (ALL FUNDS)

          Securities issued or guaranteed by the U.S. Government or its agencies
and instrumentalities in which each of the Funds may invest include U.S.
Treasury securities, which differ only in their interest rates, maturities and
times of issuance.  Treasury bills have initial maturities of one year or less;
Treasury notes have initial maturities of one to ten years; and Treasury bonds
generally have initial maturities of more than ten years.

          Some obligations issued or guaranteed by U.S. Government agencies and
instrumentalities, for example, Government National Mortgage Association
("GNMA") pass-through certificates, are supported by the full faith and credit
of the U.S. Treasury; others, such as those of the Federal Home Loan Banks, by
the right of the issuer to borrow money from the Treasury; others, such as those
issued by the Federal National Mortgage Association, by the discretionary
authority of the U.S. Government to purchase certain obligations of the agency
or instrumentality; and others, such as those issued by the Student Loan
Marketing Association, only by the credit of the agency or instrumentality.
While the U.S. Government provides financial support to U.S.
Government-sponsored agencies and instrumentalities, no assurance can be given
that it will always do so, since it is not so obligated by law.  The Funds will
invest in securities issued or guaranteed by U.S. Government agencies and
instrumentalities only when the Investment Adviser is satisfied that the credit
risk with respect to the issuer is minimal.


                                      A-21
<PAGE>

   
          The Emerging Countries, Worldwide, International, Global Growth and
International Core Growth Funds may invest in sovereign debt securities of
foreign governments and their agencies and instrumentalities.  Investments in
such securities involve special risks.  The issuer of the debt or the
governmental authorities that control the repayment of the debt may be unable to
or unwilling to pay principal or interest when due in accordance with the terms
of the debt.  Periods of economic uncertainty may result in the volatility of
market prices of sovereign debt, and in turn the Funds' net asset value, to a
greater extent than the volatility inherent in domestic fixed income securities.
    

          ZERO COUPON SECURITIES (INCOME & GROWTH, BALANCED, GLOBAL GROWTH,
          GOVERNMENT, SHORT-INTERMEDIATE, FULLY DISCRETIONARY, HIGH YIELD BOND,
          STRATEGIC INCOME AND MONEY MARKET FUNDS)

          The Short-Intermediate, Fully Discretionary, High Yield Bond and
Strategic Income Funds may each invest up to 50% of its net assets, and the
Income & Growth, Balanced, Global Growth and Government Funds may each invest up
to 35% of its net assets, in "zero coupon" securities issued or guaranteed by
the U.S. Government and its agencies and instrumentalities, and in the case of
the High Yield Bond and Strategic Income Funds, foreign governments and their
agencies and instrumentalities.  For example, U.S. zero coupon securities may be
issued by the U.S. Treasury or by a U.S. Government agency, authority or
instrumentality (such as the Student Loan Marketing Association or the
Resolution Funding Corporation).  In addition, the Money Market Fund may invest
up to 5% of its net assets in separately traded interest and principal component
parts of U.S. Treasury securities that are sold as zero coupon securities and
are transferable through the Federal book-entry system known as Separately
Traded Registered Interest and Principal Securities ("STRIPS") and Coupons Under
Book Entry Safekeeping ("CUBES").  Zero coupon securities are sold at a
substantial discount from face value and redeemed at face value at their
maturity date without interim cash payments of interest and principal.  This
discount is amortized over the life of the security and such amortization will
constitute the income earned on the security for both accounting and tax
purposes.  Because of these features, such securities may be subject to greater
volatility as a result of changes in prevailing interest rates than interest
paying investments in which the Funds may invest.  Because income on such
securities is accrued on a current basis, even though the Funds do not receive
the income currently in cash, the Funds may have to sell other portfolio
investments to obtain cash needed by the related Investors to make income
distributions.

          The High Yield Bond and Strategic Income Funds may also invest in zero
coupon corporate securities, which are similar to U.S. Government zero coupon
securities but are issued by companies.  They have an additional risk that the
issuing company may fail to pay interest or repay principal on the obligations.


                                      A-22
<PAGE>

          CERTIFICATES OF DEPOSIT, TIME DEPOSITS AND BANKERS' ACCEPTANCES (ALL
          FUNDS)

          Each of the Funds may invest in certificates of deposit, time deposits
and bankers' acceptances issued by domestic banks, domestic branches of foreign
banks and domestic savings and loan associations, and in similar instruments
issued by foreign banks, foreign branches of domestic banks, and foreign
branches of foreign banks, each of which at the date of investment has capital,
surplus and undivided profits as of the date of its most recent published
financial statements in excess of $100 million, or less than $100 million if the
principal amount of such bank obligations is insured by the Federal Deposit
Insurance Corporation.  Certificates of deposit are certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.  Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.  Bankers'
acceptances are credit instruments evidencing the obligation of a bank to pay a
draft drawn on it by a customer; these instruments reflect the obligation both
of the bank and of the drawer to pay the face amount of the instrument upon
maturity.

          COMMERCIAL PAPER (ALL FUNDS)

          Each of the Funds may invest in commercial paper of domestic and
foreign entities which is rated (or guaranteed by a corporation the commercial
paper of which is rated) in the two highest rating categories by at least two
nationally recognized statistical rating organizations ("NRSROs"), including
"P-1" or "P-2" by Moody's or "A-1" or "A-2" by S&P, or, if rated by only one
NRSRO, in such NRSRO's two highest grades, or, if not rated, is issued by an
entity which the Investment Adviser, acting pursuant to guidelines established
by the Master Trust's Board of Trustees, has determined to be of minimal credit
risk and comparable quality.  The High Yield Bond Fund may also invest in such
commercial paper issued by foreign entities.  Commercial paper consists of
short-term, unsecured promissory notes issued to finance short-term credit
needs.

          VARIABLE RATE DEMAND SECURITIES (ALL FUNDS)

          Each of the Funds may purchase floating and variable rate demand notes
and bonds, which are obligations ordinarily having stated maturities in excess
of one year, but which permit the holder to demand payment of principal at any
time, or at specified intervals not exceeding one year, in each case upon not
more than 30 days' notice.  Variable rate demand notes include master demand
notes, which are obligations that permit a Fund to invest fluctuating amounts,
which may change daily without penalty.  The interest rates on these notes are
adjusted at designated intervals or whenever there are changes in the market
rates of interest on which the interest rates are based.  The issuer of such
obligations normally has a corresponding right, after a given period, to prepay
in its discretion the outstanding principal amount of the obligations plus
accrued interest upon a specified number of days' notice to the holders of such
obligations.  Because these obligations are direct lending arrangements between
the lender and borrower, it is not contemplated that such instruments generally
will be traded, and there generally is no


                                      A-23
<PAGE>

established secondary market for these obligations, although they are redeemable
at face value.  Such obligations frequently are not rated by credit rating
agencies and a Fund may invest in obligations which are not so rated only if the
Investment Adviser determines that at the time of investment the obligations are
of comparable quality to the other obligations in which the Fund may invest.
The Investment Adviser will monitor the creditworthiness of the issuers of such
obligations and their earning power and cash flow, and will also consider
situations in which all holders of such notes would redeem at the same time.
Investment by a Fund in floating or variable rate demand obligations as to which
it cannot exercise the demand feature on not more than seven days' notice will
be subject to the Fund's limit on illiquid securities of 15% (10% in the case of
the Money Market Fund) of net assets if there is no secondary market available
for these obligations.

          MUNICIPAL SECURITIES (SHORT-INTERMEDIATE AND FULLY DISCRETIONARY
FUNDS)

          Each of the Short-Intermediate and Fully Discretionary Funds may
invest up to 5% of its net assets in tax-exempt securities such as state and
municipal bonds if the Investment Adviser believes they will provide competitive
returns.  Such securities may include general obligation notes and bonds secured
by the issuer's pledge of its full faith, credit and taxing power for the
payment of principal and interest; revenue notes and bonds payable only from the
revenues derived from a particular facility or only from the proceeds of a
special excise tax; lease obligations issued by state or local government
authorities to acquire land, equipment or facilities; and certificates of
participation issued by municipalities or municipal authorities to evidence a
proportionate interest in rental or lease payments relating to specific
projects.

          CORPORATE DEBT SECURITIES (ALL FUNDS)

          The non-convertible corporate debt securities in which the Funds may
invest include obligations of varying maturities (such as debentures, bonds and
notes) over a cross-section of industries.  The value of a debt security changes
as interest rates fluctuate, with longer-term securities fluctuating more widely
in response to changes in interest rates than those of shorter-term securities.
A decline in interest rates usually produces an increase in the value of debt
securities, while an increase in interest rates generally reduces their value.
The corporate debt securities purchased by such Funds are generally of
investment grade, except that certain of the Funds may invest some of their
assets in debt securities rated below investment grade.  See "Junk Bond
Considerations" below.  For short-term purposes, all Funds may invest in
corporate obligations which mature in one year or less and which are rated "Aa"
or higher by Moody's, "AA" or higher by S&P, rated in the two highest rating
categories by any other NRSRO, or are unrated but determined by the Investment
Adviser to be of minimal credit risk and comparable quality.

          The High Yield Bond and Strategic Income Funds may also invest in
loans and other direct debt instruments, which are interests in amounts owed to
another party by a company, government, or other borrower.  These investments
may be interests in, or assignments of, a


                                      A-24
<PAGE>

loan and may be acquired from banks or brokers that have made the loan or are
members of a lending syndicate.  No more than 5% of the net assets of either the
High Yield Bond or Strategic Income Fund will be invested in direct debt
instruments of the same borrower.  In addition, such instruments are subject to
the Funds' limitations on investments in illiquid securities.  Such instruments
have additional risks beyond conventional debt securities, because they may
entail less legal protection for the Fund or there may be a requirement that the
Fund supply additional cash to a borrower on demand.

          CONVERTIBLE SECURITIES AND WARRANTS (ALL FUNDS OTHER THAN SHORT-
          INTERMEDIATE, FULLY DISCRETIONARY AND MONEY MARKET FUND)
   
          All Funds other than the Short-Intermediate Fully Discretionary and
Money Market Funds may invest in securities which may be exchanged for,
converted into, or exercised to acquire a predetermined number of shares of the
issuer's common stock at the option of the holder during a specified time period
(such as convertible preferred stocks, convertible debentures and warrants).
Convertible securities generally pay interest or dividends and provide for
participation in the appreciation of the underlying common stock but at a lower
level of risk because yield is higher and the security is senior to common
stock.  Convertible debt securities purchased by the Income & Growth and
Balanced Growth Funds are subject to certain minimum rating requirements (see
"Junk Bond Considerations" below).  Convertible debt securities purchased by the
other Funds, which are acquired in whole or substantial part for their equity
characteristics, are not subject to such rating requirements.
    
          The value of a convertible security is a function of its "investment
value" (determined by its yield in comparison with the yields of other
securities of comparable maturity and quality that do not have a conversion
privilege) and its "conversion value" (the security's worth, at market value, if
converted into the underlying common stock).  The credit standing of the issuer
and other factors may also affect the investment value of a convertible
security.  The conversion value of a convertible security is determined by the
market price of the underlying common stock.  If the conversion value is low
relative to the investment value, the price of the convertible security is
governed principally by its investment value.  To the extent the market price of
the underlying common stock approaches or exceeds the conversion price, the
price of the convertible security will be increasingly influenced by its
conversion value.

          Like other debt securities, the market value of convertible securities
tends to vary inversely with the level of interest rates.  The value of the
security declines as interest rates increase and increases as interest rates
decline.  Although under normal market conditions longer term securities have
greater yields than do shorter term securities of similar quality, they are
subject to greater price fluctuations.  Fluctuations in the value of a Fund's
investments will be reflected in its net asset value per share.  A convertible
security may be subject to redemption at the option of the issuer at a price
established in the instrument governing the convertible security.  If a
convertible security held by a Fund is called for redemption, the Fund will be



                                      A-25
<PAGE>

required to permit the issuer to redeem the security, convert it into the
underlying common stock or sell it to a third party.
   
          Warrants give the holder the right to purchase at any time during a
specified period a predetermined number of shares of common stock at a fixed
price but which do not pay a fixed dividend.  Investments in warrants involve
certain risks, including the possible lack of a liquid market for resale,
potential price fluctuations as a result of speculation or other factors, and
the failure of the price of the underlying security to reach or have reasonable
prospects of reaching a level at which the warrant can be prudently exercised,
in which event the warrant may expire without being exercised, resulting in a
loss of a Fund's entire investment therein.  As a matter of operating policy, no
Fund will invest more than 5% of its net assets in warrants.

          SYNTHETIC CONVERTIBLE SECURITIES (INCOME & GROWTH, GLOBAL GROWTH, HIGH
          YIELD BOND, STRATEGIC INCOME, VALUE, LARGE CAP GROWTH AND
          INTERNATIONAL CORE GROWTH FUNDS)

          The Income & Growth, Global Growth, High Yield Bond, Strategic Income,
Value, Large Cap Growth and International Core Growth Funds may invest in
"synthetic" convertible securities, which are derivative positions composed of
two or more different securities whose investment characteristics, taken
together, resemble those of convertible securities.  For example, the Fund may
purchase a non-convertible debt security and a warrant or option, which enables
the Fund to have a convertible-like position with respect to a company, group of
companies or stock index.  Synthetic convertible securities are typically
offered by financial institutions and investment banks in private placement
transactions.  Upon conversion, the Fund generally receives an amount in cash
equal to the difference between the conversion price and the then current value
of the underlying security.  Unlike a true convertible security, a synthetic
convertible comprises two or more separate securities, each with its own market
value.  Therefore, the market value of a synthetic convertible is the sum of the
values of its fixed-income component and its convertible component.  For this
reason, the values of a synthetic convertible and a true convertible security
may respond differently to market fluctuations.  The Income & Growth Fund,
Global Growth and Value Funds only invest in synthetic convertibles with respect
to companies whose corporate debt securities are rated "A" or higher by Moody's
or "A" or higher by S&P the Large Cap Growth Fund only invests in synthetic
convertibles with respect to companies whose corporate debt securities are rated
investment grade by Moody's or S&P, or an equivalent rating by any other NRSRO,
and no Fund will invest more than 15% of its net assets in such synthetic
securities and other illiquid securities.  See "Illiquid Securities" below.


          EURODOLLAR CONVERTIBLE SECURITIES (WORLDWIDE, INTERNATIONAL, EMERGING
          COUNTRIES, GLOBAL, INCOME & GROWTH, HIGH YIELD BOND, STRATEGIC INCOME,
          AND INTERNATIONAL CORE GROWTH FUNDS)
    


                                      A-26
<PAGE>
   
          Each of the Worldwide, International, Emerging Countries, Global,
Income & Growth, High Yield Bond, Strategic Income and International Core Growth
Funds may invest in Eurodollar convertible securities, which are fixed income
securities of a U.S. issuer or a foreign issuer that are issued outside the
United States and are convertible into or exchangeable for equity securities of
the same or a different issuer.  Interest and dividends on Eurodollar securities
are payable in U.S. dollars outside of the United States.  The Funds may invest
without limitation in Eurodollar convertible securities that are convertible
into or exchangeable for foreign equity securities listed, or represented by
ADRs listed, on the New York Stock Exchange or the American Stock Exchange or
convertible into or exchangeable for publicly traded common stock of U.S.
companies.  The Income & Growth, High Yield Bond and Strategic Income Funds may
also invest up to 15% of its total assets invested in convertible securities,
taken at market value, in Eurodollar convertible securities that are convertible
into or exchangeable for foreign equity securities which are not listed, or
represented by ADRs listed, on such exchanges.
    
          JUNK BOND CONSIDERATIONS (INCOME & GROWTH, BALANCED, HIGH YIELD BOND,
          STRATEGIC INCOME AND GLOBAL GROWTH FUNDS)

          The Income & Growth, Balanced, High Yield Bond, Strategic Income and
Global Growth Funds may invest in convertible and other debt securities rated
below "Baa" by Moody's or "BBB" by S&P or below investment grade by other
recognized rating agencies, or in unrated securities determined by the
Investment Adviser to be of comparable quality if the Investment Adviser
believes that the financial condition of the issuer or the protection afforded
to the particular securities is stronger than would otherwise be indicated by
such low ratings or the lack thereof.  Securities rated below "Baa" or "BBB,"
commonly referred to as "junk bonds," are subject to greater risk of loss of
income and principal than higher-rated bonds and are considered to be
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal, which may in any case decline during sustained periods of
deteriorating economic conditions or rising interest rates.  Junk bonds are also
generally considered to be subject to greater market risk in times of
deteriorating economic conditions, and to wider market and yield fluctuations,
than higher-rated securities.  Junk bonds may also be more susceptible to real
or perceived adverse economic and competitive industry conditions than
investment grade securities.  The market for such securities may be thinner and
less active than that for higher-rated securities, which can adversely affect
the prices at which these securities can be sold.  To the extent that there is
no established secondary market for lower-rated securities, a Fund may
experience difficulty in valuing such securities and, in turn, its assets.  In
addition, adverse publicity and investor perceptions about junk bonds, whether
or not based on fundamental analysis, may tend to decrease the market value and
liquidity of such securities.

          Legislation has been and could be adopted limiting the use, or tax and
other advantages, of junk bonds which could adversely affect their value.  Under
the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, for
example, federally insured savings and loan


                                      A-27
<PAGE>

associations were required to divest their investments in non-investment grade
corporate debt securities by July 1, 1994.  Such legislation could have a
material adverse effect on the market for, and prices of, securities.

          The Investment Adviser will try to reduce the risk inherent in the
Funds' investment in such securities through credit analysis, diversification
and attention to current developments and trends in interest rates and economic
conditions.  However, there can be no assurance that losses will not occur.
Since the risk of default is higher for lower-rated bonds, the Investment
Adviser's research and credit analysis are a correspondingly more important
aspect of its program for managing the Funds' investments in such debt
securities.  The Investment Adviser will attempt to identify those issuers of
high-yielding securities whose financial condition is adequate to meet future
obligations, or has improved or is expected to improve in the future.

          The Income & Growth and Balanced Growth Funds will in no event
purchase securities rated below "C" by Moody's or S&P.  Debt securities with
such ratings are predominantly speculative with respect to the capacity of the
issuer to pay interest and repay principal.  Unrated securities will also be
considered for investment when the Investment Adviser believes that the
financial condition of the issuers of such securities, or the protection
afforded by the terms of the securities themselves, limit the risk to a Fund to
a degree comparable to that of rated securities which are consistent with the
Fund's investment objective and policies.  See Part B for a description of
credit ratings.

          The corporate debt securities purchased by the Short-Intermediate and
Fully Discretionary Funds will not necessarily be sold if their ratings
subsequently decline below investment grade.  However, if the downgrading of an
investment grade security causes either of these Funds to hold 5% or more of its
net assets in securities rated below investment grade or determined by the
Investment Adviser to be of comparable quality, the Fund will sell sufficient
principal amount of such securities as promptly as practicable to make sure that
it holds less than 5% of its net assets in such securities.

          Credit ratings evaluate the safety of principal and interest payments
of securities, not their market value.  The rating of an issuer is also heavily
weighted by past developments and does not necessarily reflect probable future
conditions.  There is frequently a lag between the time a rating is assigned and
the time it is updated.  As credit rating agencies may fail to timely change
credit ratings of securities to reflect subsequent events, the Investment
Adviser will also monitor issuers of such securities to determine if such
issuers will have sufficient cash flow and profits to meet required principal
and interest payments and to assure their liquidity.  If the rating of a debt
security held by the Income & Growth or Balanced Growth Fund is downgraded below
"C", the Investment Adviser will determine whether it is in the best interests
of the Fund to continue to hold such security in its investment portfolio.
However, if the downgrading of an investment grade security causes the Income &
Growth Fund or Balanced Fund to hold 35% or more of its net assets in securities
rated below investment grade, the Fund will sell sufficient


                                      A-28
<PAGE>

principal amount of such securities as promptly as practicable to make sure that
it holds less than 35% of its net assets in such securities.

          The average percentages of assets invested by the Income & Growth and
Balanced Growth Funds in bonds of each permissible rating, on a monthly dollar-
weighted basis, were as follows for the year ended March 31, 1996: AA - 3.86%
and 0%; A - 10.76% and 1.93%; BBB - 14.14% and 0%; BB - 7.50% and 0%; B - 20.20%
and 31.98%; CCC - 0.10% and 0%; nonrated - 3.28% and 14.98%.

   
    

          MORTGAGE-BACKED SECURITIES (ALL FUNDS OTHER THAN EMERGING COUNTRIES,
          INTERNATIONAL, LARGE CAP GROWTH AND INTERNATIONAL CORE GROWTH FUNDS)

          Each of the Short-Intermediate and Fully Discretionary Funds may
invest in mortgage-backed securities, and each of the High Yield Bond and
Strategic Income Funds may invest in U.S. mortgage-backed securities.  Mortgage-
backed securities represent direct or indirect participations in or obligations
collateralized by and payable from mortgage loans secured by real property.
Each mortgage pool underlying mortgage-backed securities will consist of
mortgage loans evidenced by promissory notes secured by first mortgages or first
deeds of trust or other similar security instruments creating a first lien on
real property.  An investment in mortgage-backed securities includes certain
risks.  Mortgage-backed securities are often subject to more rapid repayment
than their stated maturity dates would indicate as a result of the pass-throughs
or prepayments of principal on the underlying loans, which may increase the
volatility of such investments relative to similarly rated debt securities.
During periods of declining interest rates, prepayment of loans underlying
mortgage-backed securities can be expected to accelerate and thus impair a
Fund's ability to reinvest the returns of principal at comparable yields.
During periods of rising interest rates, reduced prepayment rates may extend the
average life of mortgage-backed securities and increase a Fund's exposure to
rising interest rates.  Accordingly, the market values of such securities will
vary with changes in market interest rates generally and in yield differentials
among various kinds of U.S. Government securities and other mortgage-backed
securities.

          The Government, Short-Intermediate, Fully Discretionary, High Yield
Bond and Strategic Income Funds may invest in mortgage pass-through securities,
which are fixed or adjustable rate mortgage-backed securities that provide for
monthly payments that are a "pass-through" of the monthly interest and principal
payments (including any prepayments) made by the individual borrowers on the
pooled mortgage loans, net of any fees or other amounts paid to any guarantor,
administrator and/or servicer of the underlying mortgage loans.
   
          Each of the other Funds (except the Emerging Countries, International,
Large Cap Growth and International Core Growth Funds) may invest in certificates
issued by the Government National Mortgage Association as a short-term
investment.  GNMA certificates are
    


                                      A-29
<PAGE>

mortgage-backed securities representing part ownership of a pool of mortgage
loans, which are issued by lenders such as mortgage bankers, commercial banks
and savings associations, and are either insured by the Federal Housing
Administration or the Veterans Administration.  A pool of these mortgages is
assembled and, after being approved by GNMA, is offered to investors through
securities dealers.  The timely payment of interest and principal on each
mortgage is guaranteed by GNMA and backed by the full faith and credit of the
U.S. Government.  Principal is paid back monthly by the borrower over the term
of the loan rather than returned in a lump sum at maturity.  Due to the
prepayment feature and the need to reinvest prepayments of principal at current
market rates, GNMA certificates can be less effective than typical bonds of
similar maturities at "locking in" yields during periods of declining interest
rates.


          CMOS (GOVERNMENT, SHORT-INTERMEDIATE, FULLY DISCRETIONARY, HIGH YIELD
          BOND AND STRATEGIC INCOME FUNDS)

          The Government, Short-Intermediate, Fully Discretionary, High Yield
Bond and Strategic Income Funds may invest in collateralized mortgage
obligations ("CMOs"), which are multiple class mortgage-backed securities, and
the High Yield Bond and Strategic Income Funds may also invest in stripped
mortgage-back securities.  Some of these securities may have a structure that
makes their reaction to interest rates and other factors difficult to predict,
making their value highly volatile. These securities may also be subject to
prepayment risk.  CMOs provide an investor with a specified interest in the cash
flow from a pool of underlying mortgages or of other mortgage-backed securities.
CMOs are issued in multiple classes, each with a specified fixed or adjustable
interest rate and a final distribution date.  In most cases, payments of
principal are applied to the CMO classes in the order of their respective stated
maturities, so that no principal payments will be made on a CMO class until all
other classes having an earlier stated maturity date are paid in full.
Sometimes, however, CMO classes are "parallel pay" (i.e., payments of principal
are made to two or more classes concurrently).

          OTHER REAL ESTATE-RELATED INSTRUMENTS (HIGH YIELD BOND AND STRATEGIC
INCOME FUNDS)

          Each of the High Yield Bond and Strategic Income Funds may invest in
real estate-related instruments such as securities of real estate investment
trusts and real estate financings.  Real estate-related instruments are
sensitive to factors such as changes in real estate values and property taxes,
interest rates, cash flow of underlying real estate assets, overbuilding, and
the management skill and creditworthiness of the issue.  Real estate-related
instruments may also be affected by tax and regulatory requirements, such as
those relating to the environment.

          ASSET-BACKED SECURITIES (SHORT INTERMEDIATE, FULLY DISCRETIONARY, HIGH
          YIELD BOND AND STRATEGIC INCOME FUNDS)

          The Short-Intermediate and Fully Discretionary Funds may invest in
asset-backed securities, and the High Yield Bond and Strategic Income Funds may
invest in U.S. asset-backed securities, which represent participations in, or
are secured by and payable from, assets such as


                                      A-30
<PAGE>

motor vehicle installment sale contracts, installment loan contracts, leases of
various types of real and personal property, receivables from revolving credit
(credit card) agreements and other categories of receivables.  Asset-backed
securities may also be collateralized by a portfolio of U.S. Government
securities, but are not direct obligations of the U.S. Government, its agencies
or instrumentalities.  Payments or distributions of principal and interest on
asset-backed securities may be guaranteed up to certain amounts and for a
certain time period by a letter of credit or a pool insurance policy issued by a
financial institution, or other credit enhancements may be present; however,
privately issued obligations collateralized by a portfolio of privately issued
asset-backed securities do not involve any government-related guaranty or
insurance.

          Asset-backed securities can be structured in several ways, the most
common of which has been a "pass-through" model.  A certificate representing a
fractional undivided beneficial interest in a trust or corporation created
solely for the purpose of holding the trust's assets is issued to the asset-
backed security holder.  The certificate entitles the holder to receive a
percentage of the interest and principal payments on the terms and according to
the schedule established by the trust instrument.  A servicing agent collects
amounts due on the underlying assets for the account of the trust, which
distributes such amounts to the security holders.  As an alternative structure,
the issuer of asset-backed securities effectively transforms an asset-backed
pool into obligations comprised of several different maturities.  Instead of
holding an undivided interest in trust assets, the purchaser of the asset-backed
security holds a bond collateralized by the underlying assets.  The bonds are
serviced by cash flows from the underlying assets, a specified fraction of all
cash received (less a fixed servicing fee) being allocated first to pay interest
and then to reduce principal.

          Asset-backed securities present certain risks similar to and in
addition to those presented by mortgage-backed securities.  Asset-backed
securities generally do not have the benefit of a security interest in
collateral that is comparable to mortgage assets and there is the possibility
that, in some cases, recoveries on repossessed collateral may not be available
to support payments on these securities.  Asset-backed securities, however, are
not generally subject to the risks associated with prepayments of principal on
the underlying loans.
   
          EQUITY SECURITIES (ALL FUNDS OTHER THAN GLOBAL GROWTH,
          GOVERNMENT, VALUE, STRATEGIC INCOME, AND MONEY MARKET FUNDS)

          Each of the Funds other than the Global Growth, Government, Value,
Strategic Income, and Money Market Funds may invest in equity securities
including common stocks, preferred stocks, convertible securities and warrants.
Common stocks, the most familiar type of equity securities, represent an equity
(ownership) interest in a corporation.  Preferred stock, unlike common stock,
offers a stated dividend rate payable from the issuer's earnings and also
generally has a preference over common stock in the event of liquidation of the
issuer.  See "Convertible Securities and Warrants" for a description of
convertible securities and warrants.  The Fund may invest in equity securities
of growth companies, cyclical companies, companies with small market
capitalizations or companies believed to be
    


                                      A-31
<PAGE>
   

undergoing a basic change in operations or markets which could result in a
significant improvement in earnings.  Although equity securities have a history
of long term growth in value, their prices fluctuate based on changes in the
issuer's financial condition and prospects and on overall market and economic
conditions.

          COUNTRY FUNDS (EMERGING COUNTRIES, WORLDWIDE, INTERNATIONAL, GLOBAL
          GROWTH, HIGH YIELD BOND, STRATEGIC INCOME AND INTERNATIONAL CORE
          GROWTH FUNDS)

          Closed-end and open-end country funds in which the Emerging Countries,
Worldwide, International, Global Growth, High Yield Bond, Strategic Income and
International Core Growth Funds may invest are registered closed-end investment
companies with publicly traded shares and which hold portfolio securities of
issuers operated or located in a single country or geographical region.  The
extent to which a Fund may invest in closed-end and open-end country funds is
limited by the Investment Company Act.  Accordingly, as a fundamental policy,
none of such Funds will own more than 3% of the outstanding voting stock of any
closed-end or open-end investment company, will invest more than 10% of its
total assets in securities issued by closed-end or open-end investment companies
nor, together with other investment companies managed by the Investment Adviser,
will own more than 10% of any closed-end or open-end investment company.  Assets
of a Fund invested in closed-end and open-end country funds are subject to
advisory and other fees imposed by the closed-end and open-end country fund, as
well as to fees imposed by the Fund.
    

          INDEX AND CURRENCY-LINKED SECURITIES (HIGH YIELD BOND AND STRATEGIC
INCOME FUNDS)

          Each of the High Yield Bond and Strategic Income Funds may invest in
"index-linked" or "commodity-linked" notes, which are debt securities of
companies that call for interest payments and/or payments at maturity in
different term than the typical note where the borrower agrees to make fixed
interest payments and to pay a fixed sum at maturity.  Principal and/or interest
payments on an index-linked note depend on the performance of one or more market
indices, such as the S&P 500 Index or a weighted index of commodity futures such
as crude oil, gasoline and natural gas.  The Funds may also invest in "equity
linked" and "currency-linked" debt securities.  At maturity, the principal
amount of an equity-linked debt security is exchanged for common stock of the
issuer or is payable in an amount based on the issuer's common stock price at
the time of maturity.  Currency-linked debt securities are short-term or
intermediate term instruments having a value at maturity, and/or an interest
rate, determined by reference to one or more foreign currencies.  Payment of
principal or periodic interest may be calculated as a multiple of the movement
of one currency against another currency, or against an index.

          Index and currency-linked securities are derivative instruments which
may entail substantial risks.  Such instruments may be subject to significant
price volatility.  The company issuing the instrument may fail to pay the amount
due on maturity.  The underlying investment or security may not perform as
expected by the Investment Adviser.  Markets, underlying securities and indexes
may move in a direction that was not anticipated by the Investment


                                      A-32
<PAGE>

Adviser.  Performance of the derivatives may be influenced by interest rate and
other market changes in the U.S. and abroad.  Certain derivative instruments may
be illiquid.  See "Illiquid Securities" below.

          DEPOSITORY RECEIPTS (ALL FUNDS OTHER THAN GOVERNMENT AND MONEY MARKET
          FUNDS)

          Each of the funds other than the Government and Money Market Funds may
invest in American Depository Receipts ("ADRs"), which are receipts issued by an
American bank or trust company evidencing ownership of underlying securities
issued by a foreign issuer.  ADRs, in registered form, are designed for use in
U.S. securities markets.  The Emerging Countries, Worldwide, International,
Global Growth, High Yield Bond and Strategic Income Funds may also invest in
European and Global Depository Receipts ("EDRs" and "GDRs"), which, in bearer
form, are designed for use in European and other foreign securities markets, and
in other instruments representing securities of foreign companies.  Such
depository receipts may be sponsored by the foreign issuer or may be
unsponsored.  Unsponsored depository receipts are organized independently and
without the cooperation of the foreign issuer of the underlying securities; as a
result, available information regarding the issuer may not be as current as for
sponsored depository receipts, and the prices of unsponsored depository receipts
may be more volatile than if they were sponsored by the issuers of the
underlying securities.


          EURODOLLAR AND YANKEE DOLLAR SECURITIES (INCOME & GROWTH, GLOBAL
          GROWTH, SHORT-INTERMEDIATE, FULLY DISCRETIONARY, HIGH YIELD BOND AND
          STRATEGIC INCOME FUNDS)

          Each of the Short-Intermediate and Fully Discretionary Funds may
invest in Eurodollar and Yankee Dollar instruments.  Eurodollar instruments are
bonds that pay interest and principal in U.S. dollars held in banks outside the
United States, primarily in Europe.  Eurodollar instruments are usually issued
on behalf of multinational companies and foreign governments by large
underwriting groups composed of banks and issuing houses from many countries.
Yankee dollar instruments are U.S. dollar denominated bonds issued in the U.S.
by foreign banks and corporations.  These investments involve risks that are
different from investments in securities issued by U.S. issuers.  See "Foreign
Considerations" below.  Certain of the Funds may also invest in Eurodollar
convertible securities, as described above.

          FOREIGN INVESTMENT CONSIDERATIONS (ALL FUNDS OTHER THAN GOVERNMENT
FUND)

          There are special risks associated with the Funds' investments in
securities of foreign companies and governments, which add to the usual risks
inherent in domestic investments.  Such special risks include fluctuations in
foreign exchange rates, political or economic instability in the country of
issue, and the possible imposition of exchange controls or other laws or
restrictions.  In addition, securities prices in foreign markets are generally
subject to different economic, financial, political and social factors than are
the prices of securities in United States markets.  With respect to some foreign
countries there may be the possibility of expropriation


                                      A-33
<PAGE>

or confiscatory taxation, limitations on liquidity of securities or political or
economic developments which could affect the foreign investments of a Fund.

          Moreover, securities of foreign issuers generally will not be
registered with the Securities and Exchange Commission and such issuers
generally will not be subject to the Commission's reporting requirements.
Accordingly, there is likely to be less publicly available information
concerning certain of the foreign issuers of securities held by a Fund than is
available concerning U.S. companies.  Foreign companies are also generally not
subject to uniform accounting, auditing and financial reporting standards or to
practices and requirements comparable to those applicable to U.S. companies.
There may also be less government supervision and regulation of foreign broker-
dealers, financial institutions and listed companies than exists in the United
States.  Settlement of transactions in some foreign markets may be delayed or
may be less frequent than in the United States, which could affect the liquidity
of the Fund's portfolio.  In addition, foreign governments may withhold taxes
(typically at a rate between 10% and 35% of the gross amount paid) from
dividends or interest paid with respect to securities held by the Fund,
decreasing the net asset value of the Fund.  The Funds will not invest in
securities denominated in a foreign currency unless, at the time of investment,
such currency is considered by the Investment Adviser to be fully exchangeable
into United States dollars without significant legal restriction.
   
          SPECIAL CONSIDERATIONS REGARDING EMERGING MARKETS INVESTMENTS
          (EMERGING COUNTRIES, WORLDWIDE, INTERNATIONAL, GLOBAL GROWTH, MINI-
          CAP, HIGH YIELD BOND, STRATEGIC INCOME, AND INTERNATIONAL CORE GROWTH
          FUNDS)

          Investments by the Funds in securities issued by the governments of
emerging or developing countries, and of companies within those countries,
involves greater risks than other foreign investments.  The Emerging Countries
Fund invests primarily in emerging markets; the High Yield Bond, Strategic
Income and International Core Growth Funds may invest without limitation in
emerging markets; and the Worldwide, International and Global Growth Funds may
invest up to 10% of their assets in emerging markets.  Investments in emerging
or developing markets involve exposure to economic and legal structures that are
generally less diverse and mature (and in some cases the absence of developed
legal structures governing private and foreign investments and  private
property), and to political systems which can  be expected to have less
stability, than those of more developed countries.  The risks of investment in
such countries may include matters such as relatively unstable governments,
higher degrees of government involvement in the economy, the absence until
recently of capital market structures or market-oriented economies, economies
based on only a few industries, securities markets which trade only a small
number of securities, restrictions on foreign investment in stocks, and
significant foreign currency devaluations and fluctuations.
    

          Emerging markets can be substantially more volatile than both U.S. and
more developed foreign markets.  Such volatility may be exacerbated by
illiquidity.  The average daily trading volume in all of the emerging markets
combined is a small fraction of the average daily volume


                                      A-34
<PAGE>

of the U.S. market.  Small trading volumes may result in the Funds being forced
to purchase securities at substantially higher prices than the current market,
or to sell securities at much lower prices than the current market.

          As a result of the factors described above, the Emerging Countries
Fund's net asset value is expected to be volatile, investment in the Fund should
be considered speculative, and investors should be able to tolerate sudden,
sometimes substantial, fluctuations in the value of their investments.  Because
of the risks associated with international equity investments and emerging
markets in particular, the Fund is intended to be a long-term investment vehicle
and is not designed to provide investors with a means of speculating on short-
term market movements.

          OVER-THE-COUNTER SECURITIES (ALL FUNDS OTHER THAN GOVERNMENT AND MONEY
          MARKET FUNDS)

          Securities owned by each of the Funds other than the Government and
Money Market Funds may be traded in the over-the-counter market or on a regional
securities exchange and may not be traded every day or in the volume typical of
securities trading on a national securities exchange.  As a result, disposition
by such Funds of portfolio securities to meet redemptions by shareholders or
otherwise may require the Funds to sell these securities at a discount from
market prices, to sell during periods when such disposition is not desirable, or
to make many small sales over a lengthy period of time.

          WHEN-ISSUED SECURITIES AND FIRM COMMITMENT AGREEMENTS (ALL FUNDS)

          The Funds may purchase securities on a delayed delivery or "when-
issued" basis and enter into firm commitment agreements (transactions in which
the payment obligation and interest rate are fixed at the time of the
transaction but the settlement is delayed).  Delivery and payment for these
securities typically occur 15 to 45 days after the commitment to purchase.  No
interest accrues to the purchaser during the period before delivery.  There is a
risk in these transactions that the value of the securities at settlement may be
more or less than the agreed upon price, or that the party with which a Fund
enters into such a transaction may not perform its commitment.  The Funds will
normally enter into these transactions with the intention of actually receiving
or delivering the securities.  The Funds may sell the securities before the
settlement date.
   
          To the extent a Fund engages in any of these transactions it will do
so for the purpose of acquiring securities for its portfolio consistent with its
investment objective and policies and not for the purpose of investment
leverage.  The Funds will segregate liquid assets such as cash, U.S. Government
securities and other liquid debt or equity securities in an amount sufficient to
meet their payment obligations with respect to these transactions.  A Fund may
not purchase when-issued securities or enter into firm commitments and roll
transactions if, as a result, more than 15% of the Fund's net assets would be
segregated to cover such contracts.
    


                                      A-35
<PAGE>


          "ROLL" TRANSACTIONS (GOVERNMENT, SHORT-INTERMEDIATE, FULLY
          DISCRETIONARY, HIGH YIELD BOND AND STRATEGIC INCOME FUNDS)

          Each of the Government, Short-Intermediate, Fully Discretionary, High
Yield Bond and Strategic Income Funds may enter into "roll" transactions, which
are the sale of GNMA certificates and other securities together with a
commitment to purchase similar, but not identical, securities at a later date
from the same party.  During the roll period, a Fund forgoes principal and
interest paid on the securities.  The Fund is compensated by the difference
between the current sales price and the forward price for the future purchase,
as well as by the interest earned on the cash proceeds of the initial sale.
Like when-issued securities or firm commitment agreements, roll transactions
involve the risk that the market value of the securities sold by the Fund may
decline below the price at which the Fund is committed to purchase similar
securities.  Additionally, in the event the buyer of securities under a roll
transaction files for bankruptcy or becomes insolvent, the Fund's use of the
proceeds of the transaction may be restricted pending a determination by the
other party, or its trustee or receiver, whether to enforce the Fund's
obligation to repurchase the securities.

          The Funds will engage in roll transactions for the purpose of
acquiring securities for their portfolio consistent with their investment
objectives and policies and not for investment leverage.  Nonetheless, roll
transactions are speculative techniques and are considered borrowings by the
Funds for purposes of the percentage limitations applicable to borrowings.  See
"Borrowings" below.  Each Fund will establish a segregated account with its
Custodian in which it will maintain cash, U.S. Government securities and other
liquid debt and equity securities in an amount sufficient to meet its payment
obligations with respect to these transactions.  A Fund will not enter into roll
transactions if, as a result, more than 15% of the Fund's net assets would be
segregated to cover such contracts.
   
          SHORT SALES (CORE GROWTH, EMERGING GROWTH, MINI-CAP, WORLDWIDE,
          INTERNATIONAL, HIGH YIELD BOND, STRATEGIC INCOME AND INTERNATIONAL
          CORE GROWTH FUNDS)

          The Investment Adviser believes that its growth equity management
approach, in addition to identifying equity securities the earnings and prices
of which it expects to grow at a rate above that of the S&P 500, also identifies
securities the prices of which can be expected to decline.  Therefore, each of
the Core Growth, Emerging Growth, Mini-Cap, Worldwide, International, High Yield
Bond, Strategic Income and International Core Growth Funds is authorized to make
short sales of securities it owns or has the right to acquire at no added cost
through conversion or exchange of other securities it owns (referred to as short
sales "against the box") and to make short sales of securities which it does not
own or have the right to acquire.  A short sale that is not made "against the
box" is a transaction in which a Fund sells a security it does not own in
anticipation of a decline in market price.  When the Fund makes a short sale,
the proceeds it receives are retained by the broker until the Fund replaces the
borrowed security.  In order to deliver the security to the buyer, the Fund must
arrange through
    


                                      A-36
<PAGE>

a broker to borrow the security and, in so doing, the Fund becomes obligated to
replace the security borrowed at its market price at the time of replacement,
whatever that price may be.
   
          Short sales by the Core Growth, Emerging Growth, Mini-Cap, Worldwide,
International, High Yield Bond, Strategic Income, and International Core Growth
Funds that are not made "against the box" create opportunities to increase the
Fund's return but, at the same time, involve special risk considerations and may
be considered a speculative technique.  Since the Fund in effect profits from a
decline in the price of the securities sold short without the need to invest the
full purchase price of the securities on the date of the short sale, the Fund's
net asset value per share, and that of the corresponding Portfolio, will tend to
increase more when the securities it has sold short decrease in value, and to
decrease more when the securities it has sold short increase in value, than
would otherwise be the case if it had not engaged in such short sales.  Short
sales theoretically involve unlimited loss potential, as the market price of
securities sold short may continuously increase, although a Fund may mitigate
such losses by replacing the securities sold short before the market price has
increased significantly.  Under adverse market conditions a Fund might have
difficulty purchasing securities to meet its short sale delivery obligations,
and might have to sell portfolio securities to raise the capital necessary to
meet its short sale obligations at a time when fundamental investment
considerations would not favor such sales.  The value of securities of any
issuer in which a Fund maintains a short position which is "not against the box"
may not exceed the lesser of 2% of the value of the Fund's net assets or 2% of
the securities of such class of the issuer.

          If the Core Growth, Emerging Growth, Mini-Cap, Worldwide,
International, High Yield Bond, Strategic Income, or International Core Growth
Fund makes a short sale "against the box", the Fund would not immediately
deliver the securities sold and would not receive the proceeds from the sale.
The seller is said to have a short position in the securities sold until it
delivers the securities sold, at which time it receives the proceeds of the
sale.  A Fund's decision to make a short sale "against the box" may be a
technique to hedge against market risks when the Investment Adviser believes
that the price of a security may decline, causing a decline in the value of a
security owned by the Fund or a security convertible into or exchangeable for
such security.  In such case, any future losses in the Fund's long position
would be reduced by a gain in the short position.
    

          In the view of the Commission, a short sale involves the creation of a
"senior security" as such term is defined in the Investment Company Act, unless
the sale is "against the box" and the securities sold are placed in a segregated
account (not with the broker), or unless the Fund's obligation to deliver the
securities sold short is "covered" by placing in a segregated account (not with
the broker) cash, U.S. Government securities or other liquid debt or equity
securities in an amount equal to the difference between the market value of the
securities sold short at the time of the short sale and any such collateral
required to be deposited as collateral with a broker in connection with the sale
(not including the proceeds from the short sale), which difference is adjusted
daily for changes in the value of the securities sold short.  The total value of
the cash and securities deposited with the broker and otherwise segregated may
not at any time be less


                                      A-37
<PAGE>

than the market value of the securities sold short at the time of the short
sale.  Each Fund will comply with these requirements.  In addition, as a matter
of policy, the Trust's Board of Trustees has determined that no Fund will make
short sales of securities or maintain a short position if to do so could create
liabilities or require collateral deposits and segregation of assets aggregating
more than 25% of the Fund's total assets, taken at market value.

          A Fund's ability to enter into short sales transactions is limited by
the requirements of the Internal Revenue Code for qualification of an Investor
as a regulated investment company.

          FOREIGN EXCHANGE CONTRACTS (EMERGING COUNTRIES, WORLDWIDE,
          INTERNATIONAL, GLOBAL GROWTH, FULLY DISCRETIONARY, HIGH YIELD BOND,
          STRATEGIC INCOME AND INTERNATIONAL CORE GROWTH FUNDS)
   
          Since the Emerging Countries, Worldwide, International, Global Growth,
Fully Discretionary, High Yield Bond, Strategic Income and International Core
Growth Funds may invest in securities denominated in currencies other than the
U.S. dollar, changes in foreign currency exchange rates will affect the values
of its portfolio securities and the unrealized appreciation or depreciation of
its investments.  The rate of exchange between the U.S. dollar and other
currencies is determined by forces of supply and demand in the foreign exchange
markets.  These forces are affected by the international balance of payments and
other economic and financial conditions, government intervention, speculation
and other factors.

          The Emerging Countries, Worldwide, International, Global Growth, Fully
Discretionary, High Yield Bond, Strategic Income and International Core Growth
Funds may enter into derivative positions such as foreign exchange forward
contracts or currency futures or options contracts for the purchase or sale of
foreign currency to "lock in" the U.S. dollar price of the securities
denominated in a foreign currency or the U.S. dollar equivalent of interest and
dividends to be paid on such securities, or to hedge against the possibility
that the currency of a foreign country in which the Fund has investments may
suffer a decline against the U.S. dollar.  A forward currency contract is an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract.  For example, a Fund may
purchase a particular currency or enter into a forward currency contract to
preserve the U.S. dollar price of securities it intends to or has contracted to
purchase.  Alternatively, a Fund might sell a particular currency on either a
spot (cash) basis at the rate then prevailing in the currency exchange market or
on a forward basis by entering into a forward contract to purchase or sell
currency, to hedge against an anticipated decline in the U.S. dollar value of
securities it intends or has contracted to sell.  This method of attempting to
hedge the value of a Fund's portfolio securities against a decline in the value
of a currency does not eliminate fluctuations in the underlying prices of the
securities.  None of the Funds is obligated to engage in any such currency
hedging operations, and there can be no assurance as to the success of any
hedging operations which a Fund may implement.  Although the strategy of
engaging in foreign currency transactions could reduce the risk of loss due to a
decline in the value of the hedged currency,
    


                                      A-38
<PAGE>

it could also limit the potential gain from an increase in the value of the
currency.  None of the Funds other than the Fully Discretionary Fund intends to
maintain a net exposure to such contracts where the fulfillment of the Fund's
obligations under such contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's portfolio securities or
other assets denominated in that currency.

          OPTIONS (ALL FUNDS OTHER THAN GOVERNMENT, VALUE AND MONEY MARKET
          FUNDS)

          Each of the Funds other than the Government, Value and Money Market
Funds may purchase listed covered "put" and "call" options with respect to
securities (in the case of the High Yield Bond and Strategic Income Funds, debt
securities and currencies) which are otherwise eligible for purchase by such
Funds (and, in the case of such Funds other than the Short-Intermediate and
Fully Discretionary Funds, with respect to various stock indices), for hedging
purposes, subject to the following restrictions:  the aggregate premiums on call
options purchased by a Fund may not exceed 5% of the market value of net assets
of the Fund as of the date the call options are purchased, and the aggregate
premiums on put options may not exceed 5% of the market value of the net assets
of the Fund as of the date such options are purchased.  In addition, no Fund
will purchase or sell options if, immediately thereafter, more than 25% of its
net assets would be hedged.  A "put" gives a holder the right, in return for the
premium paid, to require the writer of the put to purchase from the holder a
security at a specified price.  A "call" gives a holder the right, in return for
the premium paid, to require the writer of the call to sell a security to the
holder at a specified price.  An option on a securities index (such as a stock
index) gives the holder the right, in return for the premium paid, to require
the writer to pay cash equal to the difference between the closing price of the
index and the exercise price of the option, expressed in dollars, times a
specified multiplier.
   
          Put and call options are derivative securities traded on U.S. and
foreign exchanges, including the American Stock Exchange, Chicago Board Options
Exchange, Philadelphia Stock Exchange, Pacific Stock Exchange and New York Stock
Exchange.  Additionally, the Core Growth, Emerging Growth, Emerging Countries,
Worldwide, International, Fully Discretionary, Large Cap Growth and
International Core Growth Funds may purchase options not traded on a securities
exchange, which may bear a greater risk of nonperformance than options traded on
a securities exchange.  Options not traded on an exchange are considered dealer
options and generally lack the liquidity of an exchange traded option.
Accordingly, dealer options may be subject to the Funds' restriction on
investment in illiquid securities, as described below.  Dealer options may also
involve the risk that the securities dealers participating in such transactions
will fail to meet their obligations under the terms of the option.

          The Core Growth, Emerging Growth, Mini-Cap, Emerging Countries, Income
& Growth, Worldwide, International, Global Growth, High Yield Bond, Strategic
Income, Fully Discretionary, Large Cap Growth and International Core Growth
Funds may also write listed covered options on up to 25% of the value of their
respective net assets.  Call options written by a Fund give the holder the right
to buy the underlying securities from the Fund at a stated
    


                                      A-39
<PAGE>
   

exercise price; put options written by a Fund give the holder the right to sell
the underlying security to the Fund.  A call option is covered if the Fund owns
the security underlying the call or has an absolute and immediate right to
acquire that security without additional cash consideration upon conversion or
exchange of securities currently held by the Fund.  A put option is covered if
the Fund maintains liquid assets such as cash, U.S. Government securities, or
other liquid high quality debt or equity securities equal to the exercise price
in a segregated amount with its Custodian.  If an option written by a Fund
expires unexercised, the Fund realizes a gain equal to the premium received at
the time the option was written.  If an option purchased by a Fund expires
unexercised, the Fund realizes a capital loss equal to the premium paid.
    

          Prior to the earlier of exercise or expiration, an option written by a
Fund may be closed out by an offsetting purchase or sale of an option of the
same series.  A Fund will realize a gain from a closing purchase transaction if
the cost of the closing transaction is less than the premium received from
writing the option; if it is more, the Fund will realize a capital loss.  If the
premium received from a closing sale transaction is more than the premium paid
to purchase the option, the Fund will realize a gain; if it is less, the Fund
will realize a loss.

          FUTURES CONTRACTS (ALL FUNDS OTHER THAN BALANCED AND MONEY MARKET
          FUNDS)

          Each of the Funds other than the Balanced, Government, High Yield
Bond, Strategic Income and Money Market Funds may purchase and sell stock index
futures contracts as a hedge against changes in market conditions.  A stock
index futures contract is a bilateral agreement pursuant to which two parties
agree to take or make delivery of an amount of cash equal to a specified dollar
amount times the difference between the stock index value at the close of the
last trading day of the contract and the price at which the futures contract is
originally struck.  No physical delivery of the underlying stocks in the index
is made.
   

          The Emerging Countries, Income & Growth, Worldwide, International,
Global Growth, Government, Short-Intermediate, Fully Discretionary, High Yield
Bond, Strategic Income, Value, Large Cap Growth and International Core Growth
Funds may also purchase and sell financial futures contracts as a hedge against
changes in interest rates.  Additionally, the Emerging Countries, Worldwide,
International, Fully Discretionary, High Yield Bond, Strategic Income, Value,
Large Cap Growth and International Core Growth Funds may purchase and sell
currency futures contracts to hedge against foreign currency fluctuations, and
the Core Growth, Emerging Countries, Income & Growth, Worldwide, International,
Global Growth, Government, Fully Discretionary, High Yield Bond, Strategic
Income, Value, Large Cap Growth and International Core Growth Funds may purchase
and sell related options on futures contracts.  A financial or currency futures
contract obligates the seller of the contract to deliver and the purchaser of
the contract to take delivery of the type of financial instrument or currency
called for in the contract at a specified future time (the settlement date) for
a specified price.  Although the terms of a contract call for actual delivery or
acceptance of the financial instrument or currency, the contracts normally will
be closed out before the delivery date
    

                                      A-40
<PAGE>

without delivery or acceptance taking place.  Futures options possess many of
the same characteristics as options on securities and indices.  A futures option
gives the holder, in return for the premium paid, the right to buy (call) from
or sell (put) to the writer of the option a futures contract at a specified
price at any time during the period of the option.  Upon exercise of a call
option, the holder acquires a long position in the futures contract and the
writer is assigned the opposite short position.  In the case of a put option,
the opposite is true.  A futures option may be closed out before exercise or
expiration by an offsetting purchase or sale of a futures option of the same
series.

          Financial, currency and stock index futures contracts are derivative
instruments traded on U.S. commodities and futures exchanges, including the
Chicago Mercantile Exchange, the New York Futures Exchange, the Kansas City
Board of Trade, the Chicago Board of Trade and the International Monetary
Market, as well as commodity and securities exchanges located outside the United
States, including the London International Financial Futures Exchange, the
Singapore International Monetary Exchange, the Sydney Futures Exchange Limited
and the Tokyo Stock Exchange.

          Except as described below under "Non-Hedging Strategic Transactions,"
the Funds will not engage in transactions in futures contracts for speculation,
but only as a hedge against the risk of unexpected changes in the values of
securities held or intended to be held by the Funds or, in the case of the High
Yield Bond and Strategic Income Funds, unexpected changes in interest rates or
other matters.  As a general rule, no Fund will purchase or sell futures if,
immediately thereafter, more than 25% of its net assets would be hedged.  In
addition, no Fund may purchase or sell futures or related options if,
immediately thereafter, the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for such options would exceed 5% of
the market value of the Fund's net assets.
   
    


          INTEREST RATE AND CURRENCY SWAPS (HIGH YIELD BOND, STRATEGIC INCOME,
          SHORT-INTERMEDIATE AND FULLY DISCRETIONARY FUNDS)

          For hedging purposes, each of the High Yield Bond, Strategic Income,
Short-Intermediate and Fully Discretionary Funds may enter into interest rate
swap transactions and purchase or sell interest rate caps and floors, and the
Fully Discretionary, High Yield Bond and Strategic Income Funds may enter into
currency swap cap transactions.  An interest rate or currency swap involves an
agreement between a Fund and another party to exchange payments calculated as if
they were interest on a specified ("notional") principal amount (e.g., an
exchange of floating rate payments by one party for fixed rate payments by
another).  An interest rate cap or floor entitles the purchaser, in exchange for
a premium, to receive payments of interest on a notional principal amount from
the seller of the cap or floor, to the extent that a specified reference rate
exceeds or falls below a predetermined level.

          A Fund usually enters into such transactions on a "net" basis, with
the Fund receiving or paying, as the case may be, only the net amount of the two
payment streams.  The net


                                      A-41
<PAGE>

amount of the excess, if any, of a Fund's obligations over its entitlements with
respect to each swap is accrued on a daily basis, and an amount of cash or high-
quality liquid securities having an aggregate net asset value at least equal to
the accrued excess is maintained in a segregated account by the Trust's
custodian.  If a Fund enters into a swap on other than a net basis, or sells
caps or floors, the Fund maintains a segregated account in the full amount
accrued on a daily basis of the Fund's obligations with respect to the
transaction.  Such segregated accounts are maintained in accordance with
applicable regulations of the Commission.

          A Fund will not enter into any of these derivative transactions unless
the unsecured senior debt or the claims paying ability of the other party to the
transaction is rated at least "high quality" at the time of purchase by at least
one of the established rating agencies (e.g., AAA or AA by S&P).  The swap
market has grown substantially in recent years, with a large number of banks and
investment banking firms acting both as principals and agents utilizing standard
swap documentation, and the Investment Adviser has determined that the swap
market has become relatively liquid.  Swap transactions do not involve the
delivery of securities or other underlying assets or principal, and the risk of
loss with respect to such transactions is limited to the net amount of payments
that the Fund is contractually obligated to make or receive.  Caps and floors
are more recent innovations for which standardized documentation has not yet
been developed; accordingly, they are less liquid than swaps, and caps and
floors purchased by a Fund are considered to be illiquid assets.


          SPECIAL HEDGING CONSIDERATIONS (ALL FUNDS OTHER THAN MONEY MARKET
          FUND)

          Special risks are associated with the use of options, futures
contracts and swap transactions as hedging techniques.  There can be no guaranty
of a correlation between price movements in the hedging vehicle and in the
portfolio securities being hedged.  A lack of correlation could result in a loss
on both the hedged securities in a Fund and the hedging vehicle, so that the
Fund's return might have been better had hedging not been attempted.  In
addition, a decision as to whether, when and how to use options, futures or
swaps involves the exercise of skill and judgment which are different from those
needed to select portfolio securities, and even a well-conceived transaction may
be unsuccessful to some degree because of market behavior, currency fluctuations
or interest rate trends.  If the Investment Adviser is incorrect in its
forecasts regarding market values, currency fluctuations, interest rate trends
or other relevant factors, a Fund may be in a worse position than if the Fund
had not engaged in options, futures or swap transactions.  The potential loss
incurred by a Fund in writing options on futures and engaging in futures and
swap transactions is unlimited.  The Investment Adviser is experienced in the
use of options, futures contracts and swap transactions as an investment
technique.

          In the event of a default by the other party to an over-the-counter
option transaction or a futures or swap transaction, a Fund might incur a loss.
In addition, there can be no assurance that a liquid market will exist at a time
when a Fund seeks to close out an option position or futures or swap contract.
Most futures exchanges and boards of trade limit the amount of


                                      A-42
<PAGE>

fluctuation in futures contract prices during a single  day; once the daily
limit has been reached on a particular contract, no trades may be made that day
at a price beyond that limit.  In addition, certain of these instruments are
relatively new and without a significant trading history.  As a result, there is
no assurance that an active secondary market will develop or continue to exist.
Lack of a liquid market for any reason may prevent a Fund from liquidating an
unfavorable position and a Fund would remain obligated to meet margin
requirements until the position is closed.

          A Fund's ability to enter into options, futures contracts and swap
transactions is limited by the requirements of the Internal Revenue Code for
qualification of an Investor as a regulated investment company.


          NON-HEDGING STRATEGIC TRANSACTIONS (STRATEGIC INCOME, SHORT-
          INTERMEDIATE AND FULLY DISCRETIONARY FUNDS)

          Each Fund's options, futures and swap transactions will generally be
entered into for hedging purposes -- to protect against possible changes in the
market values of securities held in or to be purchased for the Fund's portfolio
resulting from securities markets, currency or interest rate fluctuations, to
protect the Fund's unrealized gains in the values of its portfolio securities,
to facilitate the sale of such securities for investment purposes, to manage the
effective maturity or duration of the Fund's portfolio, or to establish a
position in the derivatives markets as a temporary substitute for purchase or
sale of particular securities.  However, in addition to the hedging transactions
referred to above, each of the Strategic Income, Short-Intermediate and Fully
Discretionary Funds may enter into options, futures and swap transactions to
enhance potential gain in circumstances where hedging is not involved.  A Fund's
net loss exposure resulting from transactions entered into for such purposes is
not expected to exceed, in the case of the Short-Intermediate and Fully
Discretionary Funds 1%, and in the case of the Strategic Income Fund, 5% of the
Fund's net assets at any one time and, in the event it does exceed such amount,
the Fund will close out transactions as promptly as practicable in order to
comply with this limitation.  Such transactions are subject to the limitations
described above under "Options," "Futures Contracts," and "Interest Rate and
Currency Swaps," and to the same types of risks as described above under
"Special Hedging Considerations."

          REPURCHASE AGREEMENTS (ALL FUNDS)

          Each Fund may on occasion enter into repurchase agreements, in which
the Fund purchases securities and the seller agrees to repurchase them from the
Fund at a mutually agreed-upon time and price.  The period of maturity is
usually overnight or a few days, although it may extend over a number of months.
The resale price is in excess of the purchase price, reflecting an agreed-upon
rate of return effective for the period of time the Fund's money is invested in
the security.  Each Fund's repurchase agreements will at all times be fully
collateralized in an amount at least equal to 102% of the purchase price,
including accrued interest earned on the underlying securities.  The instruments
held as collateral are valued daily


                                      A-43
<PAGE>

and, if the value of the instruments declines, the Fund will require additional
collateral.  If the seller defaults and the value of the collateral securing the
repurchase agreement declines, the Fund may incur a loss.  If bankruptcy
proceedings are commenced with respect to the seller, realization upon the
collateral by a Fund may be delayed or limited.  A Fund will only enter into
repurchase agreements involving securities in which it could otherwise invest
and with selected financial institutions and brokers and dealers which meet
certain creditworthiness and other criteria.

          REVERSE REPURCHASE AGREEMENTS (HIGH YIELD BOND AND STRATEGIC INCOME
FUNDS)

          Each of the High Yield Bond and Strategic Income Funds may enter into
reverse repurchase agreements, which involve the sale of a security by a Fund
and its agreement to repurchase the security (or, in the case of mortgage-backed
securities, substantially similar but not identical securities) at a specified
time and price.  A Fund will maintain in a segregated account with the Custodian
cash, U.S. Government securities or other appropriate liquid debt and equity
securities obligations in an amount sufficient to cover its obligations under
these agreements with broker-dealers (no such collateral is required on such
agreements with banks).  Under the 1940 Act, these agreements are considered
borrowings by the Funds, and are subject to the limitations on borrowings
described below.  The agreements are subject to the same types of risks as
borrowings.

          ILLIQUID SECURITIES (ALL FUNDS)

          Each Fund may invest up to 15% (10% in the case of the Money Market
Fund) of its net assets in securities that at the time of purchase have legal or
contractual restrictions on resale or are otherwise illiquid.  Historically,
illiquid securities have included securities subject to contractual or legal
restrictions on resale because they have not been registered under the
Securities Act of 1933 ("restricted securities"), securities which are otherwise
not readily marketable such as over-the-counter, or dealer traded, options, and
repurchase agreements having a maturity of more than seven days.  Mutual funds
do not typically hold a significant amount of restricted or other illiquid
securities because of the potential for delays on resale and uncertainty in
valuation.  Limitations on resale may have an adverse effect on the
marketability of portfolio securities and the Fund might not be able to dispose
of restricted or other securities promptly or at reasonable prices and might
thereby experience difficulty satisfying redemptions.  The Fund might also have
to register such restricted securities in order to dispose of them, resulting in
additional expense and delay.

          In recent years, however, a large institutional market has developed
for certain securities that are not registered under the Securities Act of 1933,
including repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes.  Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment.  The fact that
there are contractual or legal restrictions on resale to the general public or
to certain


                                      A-44
<PAGE>

institutions may not be indicative of the liquidity of such investments.  If
such securities are subject to purchase by institutional buyers in accordance
with Rule 144A promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, the Investment Adviser, pursuant to guidelines adopted
by the Trust's Board of Trustees, may determine that such securities are not
illiquid securities notwithstanding their legal or contractual restrictions on
resale, based on factors such as the frequency of trades and quotes for the
securities, the number of dealers and others wishing to purchase and sell the
securities, and the nature of the security and the marketplace trades.  In all
other cases, however, securities subject to restrictions on resale will be
deemed illiquid.  Investing in restricted securities eligible for resale under
Rule 144A could have the effect of increasing the level of illiquidity in the
Funds to the extent that qualified institutional buyers become uninterested in
purchasing such securities.

          SECURITIES LENDING (ALL FUNDS)
   
          To increase its income, each Fund may lend its portfolio securities to
financial institutions such as banks and brokers if the loan is collateralized
in accordance with applicable regulatory requirements.  The Trust's Board of
Trustees has adopted an operating policy that limits the amount of loans made by
a Fund to not more than 30% of the value of the total assets of the Fund.
During the time portfolio securities are on loan, the borrower pays the Fund an
amount equivalent to any dividends or interest paid on such securities, and the
Fund may invest the cash collateral and earn additional income, or it may
receive an agreed-upon amount of interest income from the borrower who has
delivered equivalent collateral or secured a letter of credit.  The amounts
received by a Fund will be reduced by any fees and administrative expenses
associated with such loans.  In addition, such loans involve risks of delay in
receiving additional collateral or in recovering the securities loaned or even
loss of rights in the collateral should the borrower of the securities fail
financially.  However, such securities lending will be made only when, in the
Investment Adviser's judgment, the income to be earned from the loans justifies
the attendant risks.  Loans are subject to termination at the option of the Fund
or the borrower.
    

          BORROWING (ALL FUNDS)
   

          Each Fund may borrow money from banks in amounts up to 20% of its
total assets (calculated when the loan is made) only for temporary,
extraordinary or emergency purposes or for the clearance of transactions.  In
addition, the Strategic Income Fund may borrow from banks to buy securities, so
long as its total borrowing for this and other purposes do not exceed 50% of the
value of its net assets.  Purchases of portfolio securities while borrowings are
outstanding create leverage and involve special risk considerations.  Since
substantially all of a Fund's assets fluctuate in value, whereas the interest
obligation resulting from a borrowing will be fixed by the terms of the Fund's
agreement with its lender, the asset value per share of the Fund will tend to
increase more when its portfolio securities increase in value, and to decrease
more when its portfolio assets decrease in value, than would otherwise be the
case if the Fund did not borrow funds.  In addition, interest costs on
borrowings may fluctuate with changing
    


                                      A-45
<PAGE>

market rates of interest and may partially offset or exceed the return earned on
borrowed funds (or on the assets that  were retained rather than sold to meet
the needs for which funds were borrowed).  Under adverse market conditions, a
Fund might have to sell portfolio securities to meet interest or principal
payments at a time when fundamental investment considerations would not favor
such sales.  All borrowings by a Fund will be made only to the extent that the
value of the Fund's total assets, less its liabilities other than borrowings, is
equal to at least 300% of all borrowings.  If such asset coverage of 300% is not
maintained, the Fund will take prompt action to reduce its borrowings as
required by applicable law.  Short sales "not against the box" and roll
transactions are considered borrowings for purposes of the percentage
limitations applicable to borrowings.

ITEM 5.  MANAGEMENT OF THE FUNDS.

          The business and affairs of the Funds are managed under the direction
of the Trust's Board of Trustees.

INVESTMENT ADVISER.
   

          Nicholas-Applegate Capital Management, a California limited
partnership, 600 West Broadway, 30th Floor, San Diego, California 92101, serves
as the Investment Adviser to each of the Funds.  The Investment Adviser
currently manages approximately $31 billion of discretionary assets for numerous
clients, including employee benefit plans of corporations, public retirement
systems and unions, university endowments, foundations, and other institutional
investors, and individuals.  Its general partner is Nicholas-Applegate Capital
Management Holdings, L.P., a California limited partnership controlled by
Arthur E. Nicholas.  Mr. Nicholas and thirteen other partners manage a staff of
approximately 350 employees.

          In its advisory agreement with the Trust (the "Investment Advisory
Agreement"), the Investment Adviser has agreed to manage the Funds' assets and
to be responsible for, make decisions with respect to and place orders for all
purchases and sales of the securities held by the Funds.  For the services
provided and expenses assumed pursuant to the Investment Advisory Agreement, the
Investment Adviser receives a fee at the following annual rates:  for the
Emerging Countries and Mini-Cap Funds, 1.25% of average net assets; for the
Emerging Growth Fund, 1.00% of average net assets; for the Worldwide,
International, and International Core Growth Funds, 1.00% of the first $500
million of such Fund's average net assets, 0.90% of the next $500 million, and
0.85% of the portion of such Fund's average net assets in excess of $1 billion;
for the Global Growth Fund, .85% of average net assets; for the Value Fund,
0.75% of average net assets; for the Core Growth, Income & Growth, Balanced, and
Large Cap Growth Funds, 0.75% of the first $500 million of each such Fund's
average net assets, 0.675% of the next $500 million, and 0.65% of the portion of
each such Fund's average net assets in excess of $1 billion; for the High Yield
Bond and Strategic Income Funds, 0.60% of such Fund's average net assets; for
the Government Fund, 0.40% of the first $500 million of the Fund's average net
assets, and 0.35% of the portion of the Fund's average net assets in
    


                                      A-46
<PAGE>

excess of $500 million; for the Short-Intermediate Fund, 0.30% of the first $250
million of the Fund's average net assets and 0.25% of average net assets in
excess of $250 million; for the Fully Discretionary Fund, 0.45% of the first
$500 million of the Fund's average net assets, 0.40% of the next $250 million of
the Fund's average net assets, and 0.35% of average net assets in excess of $750
million; for the Money Market Fund, 0.25% of the first $500 million of the
Fund's average net assets, and 0.2275% of the portion of the Fund's average net
assets in excess of $500 million.

          As a result of the expense limitations and fee deferrals described
below under "Expense Limitations and Fee Waivers," the fees and expense
recoupments paid to the Investment Adviser for the fiscal year ended March 31,
1996 with respect to the Funds were the following percentages of the Funds'
respective average net assets: Emerging Growth Fund - 1.00%; Worldwide Fund -
0.94%; International Fund - 0.37%; Emerging Countries Fund - 0.58%; Core Growth
Fund - 0.75%; Income & Growth Fund - 0.69%; Balanced Fund - 0.33%; Government
Fund - 0%; Global Growth Fund - 0%; Mini-Cap Fund - 0.52%; Short-Intermediate
Fund - 0%; Fully Discretionary Fund - 0%; Money Market Fund - 0%.

          The High Yield Bond, Strategic Income, Short-Intermediate and Fully
Discretionary Funds are managed under the general supervision of John D. Wylie,
the Investment Adviser's Chief Investment Officer - Investment Services Group.
The Investment Adviser's fixed income management team headed by Fred S.
Robertson III, the Chief Investment Officer -- Fixed Income of the Investment
Adviser, is primarily responsible for the Investment Adviser's day-to-day
management of such Funds' portfolios.  Mr. Robertson has managed similar
institutional accounts for the Investment Adviser since May 1995; for more than
five years prior to May 1995, he managed similar institutional accounts for
Criterion Investment Management Company.
   

          The other Funds are managed under the general supervision of Mr.
Nicholas, who has been the Chief Investment Officer of the Investment Adviser
since its organization, and John D. Wylie, the Investment Adviser's Chief
Investment Officer - Investor Services Group.  The following persons are
primarily responsible for the Investment Adviser's day-to-day management of the
Funds' portfolios; except as otherwise indicated, each of them has been
primarily responsible since the Funds began operations:  Core Growth Fund - John
C. Marshall, Jr.; Emerging Growth and Mini-Cap Funds - Catherine Somhegyi;
Emerging Countries and Global Growth Funds - the Investment Adviser's
global/international investment team, headed by Lawrence S. Speidell; Income &
Growth Fund - Mr. Somhegyi (since December 1996); Government Fund - the
Investment Adviser's fixed income management team under the supervision of
Fred S. Robertson III (since December 1996); Value Fund - John D. Wylie;
Balanced Fund - the Investment Adviser's fixed team under the supervision of
Mr. Robertson (since December 1996) and the Investment Adviser's
global/international investment team under the supervision of Mr. Speidell
(since March 1994) and Ms. Somhegyi (since March 1996); Worldwide Fund,
International, and International Core Growth Fund - the Investment Adviser's
global/international investment team under the supervision of Mr. Speidell
(since March 1994) and Ms. Somhegyi (since March 1996); Large Cap Growth Fund -
    

                                      A-47
<PAGE>
   
Andrew Gallagher.  Each of them other than Messrs Speidell and Gallagher has
managed institutional accounts for the Investment Adviser for more than the last
five years.  Mr. Speidell has been a portfolio manager with the Investment
Adviser since March 1994; from 1983 until he joined the Investment Adviser, he
was an institutional portfolio manager with Batterymarch Financial Management.
Mr. Gallagher has been a portfolio manager with the Investment Adviser since
October 1992; from April 1990 until he joined the Investment Adviser, he was a
portfolio manager with Sentinal Asset Management, Inc.
    

ADMINISTRATOR.

          Investment Company Administration Corporation, a Delaware corporation,
4455 East Camelback Road, Suite 261-E, Phoenix, Arizona 85018, is the
Administrator of each Fund.  Pursuant to an Administration Agreement with the
Trust, and subject to the supervision of the Board of Trustees of the Trust, the
Administrator supervises the overall administration of the Trust.  Its
responsibilities include preparing and filing all documents required for
compliance by the Trust with applicable laws and regulations, arranging for the
maintenance of books and records of the Trust and supervision of other
organizations that provide services to the Trust.  Certain officers of the Trust
are also provided by the Administrator.  The Administrator is compensated for
its services to the Emerging Growth Fund at the annual rate of $35,000.  It is
compensated for its services to the other Funds at an annual rate equal to 0.05%
of the first $100 million of the Funds' aggregate net assets, of 0.04% on the
next $150 million, 0.03% on the next $300 million, 0.02% on the next $300
million and 0.01% on the portion of the aggregate net assets in excess of $850
million average daily net assets of each Fund, with a minimum of $25,000 per
year for each Fund.

PLACEMENT AGENT.

          Nicholas-Applegate Securities (the "Placement Agent"), 600 West
Broadway, 30th Floor, San Diego, California 92101, a California limited
partnership, serves as the Placement Agent of Interests of the Funds.  The
general partner of the Placement Agent is Nicholas-Applegate Capital Management
Holdings, L.P. and its limited partner is the Investment Adviser.  The Placement
Agent also serves as distributor for Interests of Nicholas-Applegate Mutual
Funds and receives no separate compensation for serving as Placement Agent for
the Trust.

CUSTODIAN.

          PNC Bank, Airport Business Center, International Court 2, 200 Stevens
Drive, Lester, Pennsylvania 19113, serves as Custodian for the Trust pursuant to
a Custodian Services Agreement.

EXPENSE LIMITATIONS AND FEE WAIVERS.


                                      A-48
<PAGE>

          The Funds each pay all of their own expenses, including taxes, fees
and expenses of Trustees and officers, administration and transfer agency fees,
certain insurance premiums, outside auditing and legal expenses, costs of
Investor reports and meetings, Securities and Exchange Commission fees, state
securities qualification (or exemption) fees, costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing Investors, brokerage fees and commissions in
connection with the purchase of portfolio securities, investment advisory and
custodial fees and any extraordinary expenses.

          The Investment Adviser has entered into agreements with certain
Investors under which the Investment Adviser has agreed for a period of time to
waive or defer its management fees payable by the Funds, and to absorb certain
other expenses of the Funds and Portfolios (including the operating expenses of
the Funds, but excluding interest, taxes, brokerage commissions and other costs
incurred in connection with portfolio securities transactions, organizational
expenses and other capitalized expenditures and extraordinary expenses), to
ensure that the operating expenses for the Investor do not exceed certain fixed
percentages of such Investors' average daily net assets.

          In addition, each of the Funds is subject to certain limitations on
expenses imposed by state securities laws.  At present, the only expense
limitation in effect is in California.  Under California law, each Fund will be
subject to an annual expense limitation equal to the sum of 2.5% of the first
$30 million of the Fund's average net assets, 2.0% of the next $70 million of
average net assets, and 1.5% of the remaining average net assets.  If a Fund's
expenses (excluding interest, brokerage commissions litigation expenses and
certain other items, but including an Investor's allocable share of the expenses
incurred by the Fund) were to exceed such limit in any fiscal year, the
Investment Adviser has agreed to bear the amount of such excess to the extent
required by such limitations.

          The Investment Adviser may also waive fees from time to time to assist
the Funds in maintaining competitive yields.

          Total Fund expenses for the fiscal year ended March 31, 1996 were the
following percentages of their respective average net assets; the amount of such
expenses prior to the expense reimbursements and fee deferrals is set forth in
parentheses: Emerging Growth Fund - 1.11% (1.11%); Worldwide Fund - 1.20%
(1.25%); International Fund - 1.35% (2.00%); Emerging Countries Fund - 1.60%
(2.80%); Core Growth Fund - 0.89% (0.89%); Income & Growth Fund - 0.95% (0.95%);
Balanced Fund - 0.95% (0.98%); Government Fund - 0.63% (2.32%); Mini-Cap Growth
Fund - 1.51% (2.03%); Fully Discretionary Fund (annualized) - 0.40% (2.68%);
Short-Intermediate Fund (annualized) - 0.30% (1.36%); Money Market Fund - 0.45%
(2.95%).

ITEM 6.  CAPITAL STOCK AND OTHER SECURITIES.


                                      A-49
<PAGE>


          The Trust was organized in December 1992 as a Delaware business trust.
The Trust's Declaration of Trust authorizes the Board of Trustees to issue
unlimited Interests and to classify and reclassify any authorized and unissued
Interests into one or more series.  Pursuant to such authority, the Board of
Trustees has established each of the Funds as a separate series of the Trust.

VOTING RIGHTS.

          Each Investor is entitled to vote in proportion to its Interests, and
Investors will vote by series except as required by the 1940 Act or other
applicable law or when permitted by the Board of Trustees.  Investors are
entitled to participate in the net distributable assets of the Fund in which
they hold Interests on liquidation.  Interests have no preemptive rights and
only such conversion and exchange rights as the Board of Trustees may grant at
its discretion.  Interests do not have cumulative voting rights for the election
of Trustees.

          As used in this Registration Statement, a "vote of a majority" of the
outstanding Interests of the Trust or a Fund means the affirmative vote of the
lesser of (i) more than 50% of the outstanding Interests of the Trust or Fund,
or (ii) 67% of the Interests of the Trust or Fund present at a meeting at which
more than 50% of the outstanding Interests of the Trust or Fund are represented
in person or by proxy.

          The Trust does not presently intend to hold annual meetings of
Investors for the election of trustees and other business unless and until such
time as less than a majority of the trustees holding office have been elected by
the Investors, at which time the trustees then in office will call a meeting of
Investors for the election of trustees.  Under certain circumstances, however,
Investors have the right to call a meeting of Investors to consider the removal
of one or more trustees and such meetings will be called when requested by the
holders of record of 10% or more of the Trust's outstanding Interests.

          As with any mutual fund, certain Investors in a Fund could control the
results of voting in certain instances.  For example, a vote by certain
Investors holding a majority of Interests in a Fund to change the Fund's
investment objective could result in an Investor's withdrawal of its investment
in such Fund, and in increased costs and expenses for the remaining Investors.
Additionally, the failure by an Investor to approve a change in its investment
objectives and policies parallel to a change that has been approved for the
corresponding Fund (thus requiring the Investor to redeem its Interests in the
Fund) could lead to a number of adverse consequences, such as the inability of
the Investor to find another investment company in which to invest its assets or
an equivalent investment adviser to manage its assets.  The policy of Investors,
and other similar investment companies, to invest their assets in trusts such as
the Trust is a relatively recent development in the mutual fund industry and,
consequently, there is a lack of substantial experience in the operation of this
policy.


                                      A-50
<PAGE>


          As of March 31, 1996, the Trust was controlled by Nicholas-Applegate
Mutual Funds, which held substantially all of its Interests.

LIABILITIES.

          Investors will be jointly and severally liable for all obligations of
the Fund in which such Investors hold Interests (with rights of contribution
INTER SE in proportion to their respective ownership interests in the Trust).
However, the risk of an Investor incurring financial loss on account of such
liability is limited to circumstances in which both inadequate insurance exists
and the Fund itself is unable to meet its obligations.  In the event that an
Investor becomes liable for the obligations of a Fund, the Trust will indemnify
each Investor from any claim or liability to which the Investor may become
subject solely by reason of having been an Investor, and will reimburse the
Investor for all legal and other expenses reasonably incurred by it in
connection with any such claim or liability.

DISTRIBUTIONS.

          Investors are entitled to their pro rata shares of any distributions
arising from the net investment income and net realized gains, if any, earned on
investments held by the Fund in which such Investor holds Interests.  Each Fund
will allocate its investment income, expenses, and realized and unrealized gains
and losses daily.  A request for distribution must be made in writing to the
Transfer Agent, State Street Bank and Trust Company, Attention:  Nicholas-
Applegate Mutual Funds, P.O. Box 8326, Boston, Massachusetts 02266-8326, and
will become effective after its receipt by the Trust.

FEDERAL TAXES.

          The Trust intends for each Fund to be treated as a partnership rather
than as a regulated investment company or a corporation under the Internal
Revenue Code of 1986, as amended (the "Code"), as long as such qualification is
in the best interests of the Investors.   As a partnership under the Code, any
interest, dividends and gains or losses of a Fund will be deemed to have been
"passed through" to the Investors in the Fund, regardless of whether such
interest, dividends or gains have been distributed by the Fund or such losses
have been realized and recognized by the Investors.  Therefore, to the extent a
Fund were to accrue but not distribute any interest, dividends or gains, the
Investors would be deemed to have realized and recognized their proportionate
share of interest, dividends, gains or losses realized and recognized by the
Fund in which they hold Interests without receipt of any corresponding
distribution.

          Each Investor will be taxable on its share (as determined in
accordance with the governing instruments of the Trust) of the applicable Fund's
ordinary income and capital gain in determining its income tax liability.  The
determination of such share will be made in accordance with the Code and the
regulations promulgated thereunder.  It is intended that each Fund's assets,
income and distributions will be managed in such a way that an Investor in the



                                      A-51
<PAGE>

Fund will be able to satisfy the requirements of Subchapter M of the Code,
assuming that the Investor invested all of its assets in the Fund.

          Each Fund's taxable year-end is March 31.  Although the Fund will not
be subject to federal income tax, it will file appropriate federal income tax
returns.

          A taxable gain or loss may be realized by an Investor upon its
redemption, transfer or exchange of Interests, depending upon the tax basis of
such Interests and their price at the time of redemption, transfer or exchange.

          Investors will be advised at least annually as to the federal income
tax consequences of any interest, dividends and gains or losses accrued each
year by the Fund in which the Investor holds Interests.  The foregoing is only a
brief summary of some of the important federal tax considerations generally
affecting the Funds and their Investors, and is based on federal tax laws and
regulations which are in effect as of the date of this Registration Statement.
Such laws and regulations may be changed by legislative or administrative
actions.  Potential Investors should consult their tax advisers with specific
reference to their own situations.

ITEM 7.  PURCHASE OF SECURITIES BEING OFFERED.

          Interests are issued only through the Placement Agent in private
placement transactions which do not involve a "public offering" within the
meaning of Section 4(2) of the Securities Act.  Investments in the Funds may
only be made by investment companies or other entities which are "accredited
investors" within the meaning of Regulation D under the Securities Act.  The
Funds are prohibited by the Trust's Declaration of Trust from accepting
investments from individuals, S corporations, partnerships and grantor trusts.

          An account may be opened by contacting the Placement Agent.  There is
no minimum initial or subsequent purchase amount with respect to any Fund of the
Trust.  The Trust reserves the right to reject any purchase order or to suspend
or modify the continuous offering of the Interests of any of the Funds.  For
example, the investment opportunities in the small capitalization sector of the
securities markets may from time to time be more limited than those in other
sectors of the markets.  Therefore, in order to retain adequate investment
flexibility, the Investment Adviser and the Trustees of the Trust may from time
to time recommend that Investors indefinitely discontinue some or all new
investments in the Emerging Growth Fund or the Mini-Cap Growth Fund.  From
January 31 to September 1, 1994, certain Investors in the Emerging Growth Fund
discontinued sales of shares to new shareholders.  The Trust may recommence the
offering of Interests in any Fund to new Investors at any time after it is
suspended if in the Board of Trustees' opinion doing so would be in the best
interests of the Fund and its Investors.

          If accepted by the Trust, investments in a Fund may be made in
exchange for securities which are eligible for acquisition by the Fund as
described above in this Part A.  All dividends,


                                      A-52
<PAGE>

interest, subscription, or other rights pertaining to such securities will
become the property of the Fund and must be delivered to the Fund by the
Investor upon receipt from the issuer.  The Trust will not accept securities in
exchange for Interests in a Fund unless:  (i) such securities are, at the time
of the exchange, eligible for purchase by the Fund; (ii) the Investor represents
that all securities offered to be exchanged are not subject to any transfer
restrictions; (iii) the value of any such security (except U.S. Government
securities) being exchanged together with any other securities of the same
issuer owned by the Fund will not exceed 5% of the Fund's net assets immediately
after the transaction; and (iv) such securities are consistent with the Fund's
investment objective and policies.

          Each Investor in a Fund may add to or reduce its investment in the
Fund on each business day.  At 4:00 p.m., Eastern time, on each business day,
the value of each such Investor's Interests in a Fund will be determined by
multiplying the Fund's net asset value by the percentage, effective for that
day, which represents that Investor's share of the aggregate Interests in the
Fund.  Any additions or withdrawals which are to be effected on that day will
then be effected.  The Investor's percentage of the aggregate Interests in the
Fund will then be recomputed as the percentage equal to the fraction (i) the
numerator of which is the value of such Investor's investment in the Fund as of
4:00 p.m., Eastern time, on such day, plus or minus, as the case may be, the
amount of any additions to or withdrawals from the Investor's investment in the
Fund effected on such day, and (ii) the denominator of which is the Fund's
aggregate net asset value as of 4:00 p.m., Eastern time, on such day, plus or
minus,as the case may be, the amount of the net additions to or withdrawals from
the aggregate investments in the Fund by all Investors in the Fund.  The
percentage so determined will then be applied to determine the value of the
Investor's interest in the Fund as of 4:00 p.m., Eastern time, on the following
business day.  Net asset value per Interest for each Fund as of such time is
determined by dividing the total value of the Fund's assets, less any
liabilities, by 100 (the percentage which represents the aggregate Interests in
the Fund).

ITEM 8.  REDEMPTION OR REPURCHASE.

          An Investor may redeem Interests in a Fund in any amount at any time
by sending a written or telephonic request to the Trust, 600 West Broadway, 30th
Floor, San Diego, California 92101 (telephone (619) 687-8100).  Redemption
requests must be made by duly authorized representatives of each Investor and
must specify the name of the Fund, the dollar amount to be redeemed and the
Investor's name and account number.

          Redemption orders are effected at the net asset value of the Interests
next determined after receipt of the order in proper form by the Trust.  The
Funds ordinarily will make payment for all Interests redeemed within three
business days after receipt by the Trust of a request in proper form, except as
provided by the rules of the Securities and Exchange Commission.  The Trust
imposes no charge when Interests are redeemed.  The value of the Interests
redeemed may be more or less than the Investor's cost, depending on the Fund's
current net asset value.


                                      A-53
<PAGE>


          The Trust will wire the proceeds of redemption in federal funds to the
commercial bank specified by the Investor, normally the next business day after
receiving the redemption request and all necessary documents.  Wire redemptions
may be terminated or modified by the Trust at any time.  An Investor should
contact its bank for information on any charges imposed by the bank in
connection with the receipt of redemption proceeds by wire.  During periods of
substantial economic or market change, telephonic and wire redemptions may be
difficult to implement.

          The right of any Investor to receive payment with respect to any
withdrawal may be suspended or postponed during any period in which the New York
Stock Exchange is closed (other than weekends or holidays) or trading on the
Exchange is restricted, or, to the extent otherwise permitted by the Investment
Company Act, if an emergency exists.

EXCHANGE PRIVILEGE.

          Investors may exchange Interests of any Fund into Interests of other
Funds by sending a written or telephonic request to the Trust, 600 West
Broadway, 30th Floor, San Diego, California  92101 (telephone (619) 687-8100).
Exchange requests must be made by duly authorized representatives of the
Investor and must specify the names of the applicable Funds, the dollar amount
to be exchanged and the Investor's name and account number.

CROSS-REINVESTMENT.

          Investors may cross-reinvest dividends and/or capital gains
distributions paid by a Fund into Interests of another Fund.  For more details,
Investors should contact the Placement Agent of the Trust.


ITEM 9.  PENDING LEGAL PROCEEDINGS.  Not applicable.


                                      A-54
<PAGE>


                       NICHOLAS-APPLEGATE INVESTMENT TRUST

                                     PART B

ITEM 10.  COVER PAGE.

   
          Nicholas-Applegate Investment Trust (the "Trust") is a registered,
open-end management investment company organized in December 1992 as a Delaware
business trust.  The Trust offers Interests of fourteen separate series (each a
"Fund" and collectively the "Funds"):  Nicholas-Applegate Core Growth Fund (the
"Core Growth Fund"); Nicholas-Applegate Emerging Growth Fund (the "Emerging
Growth Fund"); Nicholas-Applegate Mini-Cap Growth Fund (the "Mini-Cap Fund");
Nicholas-Applegate Emerging Countries Fund (the "Emerging Countries Fund");
Nicholas-Applegate Income & Growth Fund (the "Income & Growth Fund"); Nicholas-
Applegate Balanced Growth Fund (the "Balanced Fund"); Nicholas-Applegate
Worldwide Growth Fund (the "Worldwide Fund"); Nicholas-Applegate International
Growth Fund (the "International Fund"); Nicholas-Applegate Global Growth &
Income Fund (the "Global Growth Fund"); Nicholas-Applegate Government Income
Fund (the "Government Fund"), Nicholas-Applegate Short-International Fixed
Income Fund (the "Short Intermediate Fund"), Nicholas-Applegate Fully
Discretionary Fixed Income Fund (the "Fully Discretionary Fund"); Nicholas
Applegate Value Fund (the "Value Fund"); Nicholas-Applegate High Yield Bond Fund
(the "High Yield Bond Fund"); Nicholas-Applegate Strategic Income Fund (the
"Strategic Income Fund"); Nicholas-Applegate Money Market Fund (the "Money
Market Fund"); Nicholas-Applegate Large Cap Growth Fund (the "Large Cap Growth
Fund"); and Nicholas-Applegate International Core Growth Fund (the
"International Core Growth Fund").
    

          This Part B is not a prospectus and should be read in conjunction with
Part A.  All terms used in this Part B that are not otherwise defined herein
have the meanings assigned to them in Part A.

ITEM 11.  TABLE OF CONTENTS.
   
     Item                                                             Page
     ----                                                             ----

     General Information and History                                  B-2
     Investment Objectives and Policies                               B-2
     Management of the Trust                                          B-37
     Control Persons and Principal Holders of Securities              B-40
     Investment Advisory and Other Services                           B-42
     Brokerage Allocation and Other Practices                         B-45
     Capital Stock and Other Securities                               B-48
     Purchase, Redemption and Pricing of Interests Being Offered      B-49
     Tax Status                                                       B-51
     Underwriters                                                     B-54
     Calculations of Performance Data                                 B-54
     Financial Statements                                             B-54
    



<PAGE>


     Appendix A:  Description of Securities Ratings

ITEM 12.  GENERAL INFORMATION AND HISTORY.  Not applicable.

ITEM 13.  INVESTMENT OBJECTIVES AND POLICIES.

PORTFOLIO TURNOVER

            Each Fund's turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities of the Fund for the year by the
monthly average value of the portfolio securities of such Fund.  The calculation
excludes all securities whose maturities at the time of acquisition were one
year or less.  Portfolio turnover may vary greatly from year to year as well as
within a particular year, and may also be affected by cash requirements for
redemptions of Interests and by requirements which enable an Investor to receive
certain favorable tax treatment.  Portfolio turnover will not be a limiting
factor in making portfolio decisions.

EQUITY SECURITIES OF GROWTH COMPANIES

            Each of the Funds other than the Global Growth, Government, Value,
Short-Intermediate, Fully Discretionary, and Money Market Funds invests in
equity securities of domestic and foreign companies, the earnings and stock
prices of which are expected by the Investment Adviser to grow at an above-
average rate.  Such investments will be diversified over a cross-section of
industries and individual companies.  Some of these companies will be
organizations with market capitalizations of $500 million or less or companies
that have limited product lines, markets and financial resources and are
dependent upon a limited management group.  Examples of possible investments
include emerging growth companies employing new technology, cyclical companies,
initial public offerings of companies offering high growth potential, or other
corporations offering good potential for high growth in market value.  The
securities of such companies may be subject to more abrupt or erratic market
movements than larger, more established companies both because the securities
typically are traded in lower volume and because the issuers typically are
subject to a greater degree to changes in earnings and prospects.

   
PREFERRED STOCK

            Preferred stock, unlike common stock, offers a stated dividend rate
payable from a corporation's earnings.  Such preferred stock dividends may be
cumulative or non-cumulative, participating, or auction rate.  If interest rates
rise, the fixed dividend on preferred stocks may be less attractive, causing the
price of preferred stocks to decline.  Preferred stock may have mandatory
sinking fund provisions, as well as call/redemption provisions prior to
maturity, a negative feature when interest rates decline.  Dividends on some
preferred stock may be "cumulative," requiring all or a portion of prior unpaid
dividends to be paid.  Preferred stock also generally has a preference over
common stock on the distribution of a corporation's assets in the event of
liquidation of the corporation,
    


                                       B-2
<PAGE>

   
and may be "participating," which means that it may be entitled to a dividend
exceeding the stated dividend in certain cases.  The rights of preferred stocks
on the distribution of a corporation's assets in the event of a liquidation are
generally subordinate to the rights associated with a corporation's debt
securities.
    
CONVERTIBLE SECURITIES AND WARRANTS

            Each of the Funds other than the Short-Intermediate, Fully
Discretionary, and Money Market Funds may invest in convertible securities and
warrants.  A convertible security is a fixed income security (a bond or
preferred stock) which may be converted at a stated price within a specified
period of time into a certain quantity of the common stock of the same or a
different issuer.  Convertible securities are senior to common stocks in an
issuer's capital structure, but are usually subordinated to similar non-
convertible securities.  While providing a fixed income stream (generally higher
in yield than the income derivable from common stock but lower than that
afforded by a similar non-convertible security), a convertible security also
affords an investor the opportunity, through its conversion feature, to
participate in the capital appreciation attendant upon a market price advance in
the convertible security's underlying common stock.
   
            A warrant gives the holder a right to purchase at any time during a
specified period a predetermined number of Interests of common stock at a fixed
price.  Unlike convertible debt securities or preferred stock, warrants do not
pay a fixed dividend.  Investments in warrants involve certain risks, including
the possible lack of a liquid market for resale of the warrants, potential price
fluctuations as a result of speculation or other factors, and failure of the
price of the underlying security to reach or have reasonable prospects of
reaching a level at which the warrant can be prudently exercised (in which event
the warrant may expire without being exercised, resulting in a loss of the
Fund's entire investment therein).  The International Core Growth Fund will not
retain debt securities downgraded below investment grate in excess of 5% of its
net assets.
    

OTHER CORPORATE DEBT SECURITIES

            The Funds invest in non-convertible debt securities of foreign and
domestic companies over a cross-section of industries.  The debt securities in
which the Funds may invest will be of varying maturities and may include
corporate bonds, debentures, notes and other similar corporate debt instruments.
The value of a longer-term debt security fluctuates more widely in response to
changes in interest rates than do shorter-term debt securities.

RISKS OF INVESTING IN DEBT SECURITIES.

            There are a number of risks generally associated with an investment
in debt securities (including convertible securities).  Yields on short,
intermediate, and long-term securities depend on a variety of factors, including
the general condition of the money and bond markets, the size


                                       B-3
<PAGE>

   
of a particular offering, the maturity of the obligation, and the rating of the
issue. Debt securities with longer maturities tend to produce higher yields and
are generally subject to potentially greater capital appreciation and
depreciation than obligations with short maturities and lower yields.  The
market prices of debt securities usually vary, depending upon available yields.
An increase in interest rates will generally reduce the value of such portfolio
investments, and a decline in interest rates will generally increase the value
of such portfolio investments.  In addition, a Fund's return on the debt
securities in which it invests depends on the continuing ability of the issuers
of such debt securities to meet their obligations for the payment of interest
and principal when due.
    

SHORT-TERM INVESTMENTS

            Each of the Funds may invest in any of the following securities and
instruments:

            BANK CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND TIME
DEPOSITS.  Each Fund may acquire certificates of deposit, bankers' acceptances
and time deposits.  Certificates of deposit are negotiable certificates issued
against funds deposited in a commercial bank for a definite period of time and
earning a specified return.  Bankers' acceptances are negotiable drafts or bills
of exchange, normally drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank, meaning in effect that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Certificates of deposit and bankers' acceptances acquired by the Funds will be
dollar-denominated obligations of domestic or foreign banks or financial
institutions which at the time of purchase have capital, surplus and undivided
profits in excess of $100 million (including assets of both domestic and foreign
branches), based on latest published reports, or less than $100 million if the
principal amount of such obligations is fully insured by the U.S. Government.

            A Fund holding instruments of foreign banks or financial
institutions may be subject to additional investment risks that are different in
some respects from those incurred by a fund which invests only in debt
obligations of U.S. domestic issuers.  See "Foreign Investment" below.  Such
risks include future political and economic developments, the possible
imposition of withholding taxes by the particular country in which the issuer is
located on interest income payable on the securities, the possible seizure or
nationalization of foreign deposits, the possible establishment of exchange
controls or the adoption of other foreign governmental restrictions which might
adversely affect the payment of principal and interest on these securities.

            Domestic banks and foreign banks are subject to different
governmental regulations with respect to the amount and types of loans which may
be made and interest rates which may be charged.  In addition, the profitability
of the banking industry depends largely upon the availability and cost of funds
for the purpose of financing lending operations under prevailing money market
conditions.  General economic conditions as well as exposure to credit losses


                                       B-4
<PAGE>

arising from possible financial difficulties of borrowers play an important part
in the operations of the banking industry.

            As a result of federal and state laws and regulations, domestic
banks are, among other things, required to maintain specified levels of
reserves, limited in the amount which they can loan to a single borrower, and
subject to other regulations designed to promote financial soundness.  However,
such laws and regulations do not necessarily apply to foreign bank obligations
that a Fund may acquire.

            In addition to purchasing certificates of deposit and bankers'
acceptances, to the extent permitted under their respective investment
objectives and policies stated above and in Part A, a Fund may make interest-
bearing time or other interest-bearing deposits in commercial or savings banks.
Time deposits are non-negotiable deposits maintained at a banking institution
for a specified period of time at a specified interest rate.

            SAVINGS ASSOCIATION OBLIGATIONS.  The Funds may invest in
certificates of deposit (interest-bearing time deposits) issued by savings banks
or savings and loan associations that have capital, surplus and undivided
profits in excess of $100 million, based on latest published reports, or
obligations caused by institutions with capital, surplus and undivided profits
of less than $100 million if the principal amount of such obligations is fully
insured by the U.S. Government.

            COMMERCIAL PAPER, SHORT-TERM NOTES AND OTHER CORPORATE OBLIGATIONS.
The Funds may invest a portion of their assets in commercial paper and short-
term notes.  Commercial paper consists of unsecured promissory notes issued by
corporations.  Issues of commercial paper and short-term notes will normally
have maturities of less than nine months and fixed rates of return, although
such instruments may have maturities of up to one year.

            Commercial paper and short-term notes will consist of issues rated
at the time of purchase "A-2" or higher by S&P, "Prime-1" or "Prime-2" by
Moody's, or similarly rated by another nationally recognized statistical rating
organization or, if unrated, will be determined by the Investment Adviser to be
of comparable quality.  These rating symbols are described in Appendix A.

            Corporate obligations include bonds and notes issued by
corporations to finance longer-term credit needs than supported by commercial
paper.  While such obligations generally have maturities of ten years or more,
the Funds may purchase obligations which have remaining maturities of one year
or less from the date of purchase and which are rated "AA" or higher by S&P or
"Aa" or higher by Moody's.

MONEY MARKET FUNDS


                                       B-5
<PAGE>

   
            The Funds may under certain circumstances invest a portion of their
assets in money market funds.  The Investment Company Act prohibits the Funds
from investing more than 5% of the value of their total assets in any one
investment company, or more than 10% of the value of their total assets in
investment companies as a group, and also restricts their investment in any
investment company to 3% of the voting securities of such investment company.
In addition to the advisory and other fees paid by a Fund, an investment in a
money market mutual fund will involve payment of the Funds' pro rata share of
advisory and administrative fees charged by such fund.

GOVERNMENT OBLIGATIONS
    
            Each Fund may make short-term investments in U.S. Government
obligations.  Such obligations include Treasury bills, certificates of
indebtedness, notes and bonds, and issues of such entities as the Government
National Mortgage Association ("GNMA"), Export-Import Bank of the United States,
Tennessee Valley Authority, Resolution Funding Corporation, Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Farm Credit Banks, Federal Land Banks, Federal Housing Administration,
Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage
Corporation, and the Student Loan Marketing Association.

            Some of these obligations, such as those of the GNMA, are supported
by the full faith and credit of the U.S. Treasury; others, such as those of the
Export-Import Bank of the United States, are supported by the right of the
issuer to borrow from the Treasury; others, such as those of the FNMA, are
supported by the discretionary authority of the U.S. Government to purchase the
agency's obligations; still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the instrumentality.  No
assurance can be given that the U.S. Government would provide financial support
to U.S. Government-sponsored instrumentalities if it is not obligated to do so
by law.

   
            The Emerging Countries, Worldwide, International, Global Growth,
High Yield Bond, Strategic Income, Short-Intermediate, Fully Discretionary,
International Core Growth and Large Cap Growth Funds may invest in sovereign
debt securities of foreign governments and their agencies and instrumentalities.
A sovereign debtor's willingness or ability to repay principal and interest in a
timely manner may be affected by a number of factors, including its cash flow
situation, the extent of its foreign reserves, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of the debt
service burden to the economy as a whole, the sovereign debtor's policy toward
principal international lenders and the political constraints to which it may be
subject.  Emerging market governments could default on their sovereign debt.
Such sovereign debtors also may be dependent on expected disbursements from
foreign governments, multilateral agencies and other entities abroad to reduce
principal and interest arrearages on their debt.  The commitments on the part of
these governments, agencies and others to make such disbursements may be
conditioned on a sovereign debtor's implementation of economic
    


                                       B-6
<PAGE>

   
reforms and/or economic performance and the timely service of such debtor's
obligations.  Failure to meet such conditions could result in the cancellation
of such third parties' commitments to lend funds to the sovereign debtor, which
may further impair such debtor's ability or willingness to service its debt in a
timely manner.
    

ZERO COUPON SECURITIES

            The Income & Growth, Balanced, Government, Global Growth, Fully
Discretionary, Short-Intermediate, High Yield Bond and Strategic Income Funds
may each invest in zero coupon securities issued by the U.S. Treasury on up to
35% of their respective net assets.  Zero coupon Treasury securities are U.S.
Treasury notes and bonds which have been stripped of their unmatured interest
coupons and receipts, or certificates representing interests in such stripped
debt obligations or coupons.  Because a zero coupon security pays no interest to
its holder during its life or for a substantial period of time, it usually
trades at a deep discount from its face or par value and will be subject to
greater fluctuations of market value in response to changing interest rates than
debt obligations of comparable maturities which make current distributions of
interest.

VARIABLE AND FLOATING RATE INSTRUMENTS

            The Funds may acquire variable and floating rate instruments.  Such
instruments are frequently not rated by credit rating agencies; however, unrated
variable and floating rate instruments purchased by a Fund will be determined by
the Investment Adviser under guidelines established by the Board of Trustees to
be of comparable quality at the time of the purchase and rated instruments
eligible for purchase by the Fund.  In making such determinations, the
Investment Adviser will consider the earning power, cash flow and other
liquidity ratios of the issuers of such instruments (such issuers include
financial, merchandising, bank holding and other companies) and will monitor
their financial condition.  An active secondary market may not exist with
respect to particular variable or floating rate instruments purchased by the
Fund.  The absence of such an active secondary market could  make it difficult
for the Fund to dispose of the variable or floating rate instrument involved in
the event of the issuer of the instrument defaulted on its payment obligation or
during periods in which the Fund is not entitled to exercise its demand rights,
and the Fund could, for these or other reasons, suffer a loss to the extent of
the default.  Variable and floating rate instruments may be secured by bank
letters of credit.

PARTICIPATION INTERESTS

            The High Yield Bond and Strategic Income Funds may invest in
participation interests, subject to the limitation on investments by the Funds
in illiquid investments.  Participation interests represent an undivided
interest in or assignment of a loan made by an issuing financial institution.
No more than 5% of a Fund's net assets can be invested in participation interest
of


                                       B-7
<PAGE>

the same issuing borrower.  Participation interests are primarily dependent upon
the financial strength of the borrowing corporation, which is obligated to make
payments of principal and interest on the loan, and there is a risk that such
borrowers may have difficulty making payments.  In the event the borrower fails
to pay scheduled interest or principal payments, a Fund could experience a
reduction in its income and might experience a decline in its net asset value.
In the event of a failure by the financial institution to perform its obligation
in connection with the participation agreement, the Fund might incur certain
costs and delays in realizing payment or may suffer a loss of principal and/or
interest.  The Investment Adviser has set certain creditworthiness standards for
issuers of loan participations and monitors their creditworthiness.

MUNICIPAL SECURITIES

            The Fully Discretionary and Short-Intermediate Funds may invest in
debt obligations issued by state and local governments, territories and
possessions of the U.S., regional government authorities, and their agencies and
instrumentalities ("municipal securities").  Municipal securities include both
notes (which have maturities of less than one year) and bonds (which have
maturities of one year or more) that bear fixed or variable rates of interest.

            In general, "municipal securities" debt obligations are issued to
obtain funds for a variety of public purposes, such as the construction, repair,
or improvement of public facilities including airports, bridges, housing,
hospitals, mass transportation, schools, streets, water and sewer works.
Municipal securities may be issued to refinance outstanding obligations as well
as to raise funds for general operating expenses and lending to other public
institutions and facilities.

            The two principal classifications of municipal securities are
"general obligation" securities and "revenue" securities.  General obligation
securities are secured by the issuer's pledge of its full faith, credit, and
taxing power for the payment of principal and interest.  Characteristics and
methods of enforcement of general obligation bonds vary according to the law
applicable to a particular issuer, and the taxes that can be levied for the
payment of debt service may be limited or unlimited as to rates or amounts of
special assessments.  Revenue securities are payable only from the revenues
derived from a particular facility, a class of facilities or, in some cases,
from the proceeds of a special excise tax.  Revenue bonds are issued to finance
a wide variety of capital projects including:  electric, gas, water and sewer
systems; highways, bridges, and tunnels; port and airport facilities; colleges
and universities; and hospitals.  Although the principal security behind these
bonds may vary, many provide additional security in the form of a debt service
reserve fund the assets of which may be used to make principal and interest
payments on the issuer's obligations.  Housing finance authorities have a wide
range of security, including partially or fully insured mortgages, rent
subsidized and collateralized mortgages, and the net revenues from housing or
other public projects.  Some authorities are provided further security in the
form of a state's assurance (although without obligation) to make up
deficiencies in the debt service reserve fund.


                                       B-8
<PAGE>


            Both Funds may purchase insured municipal debt in which scheduled
payments of interest and principal are guaranteed by a private, non-governmental
or governmental insurance company.  The insurance does not guarantee the market
value of the municipal debt or the value of the Interests of a Fund.

            Securities of issuers of municipal obligations are subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Bankruptcy Reform Act of 1978.  In addition,
the obligations of such issuers may become subject to laws enacted in the future
by Congress, state legislatures or referenda extending the time for payment of
principal or interest, or imposing other constraints upon enforcement of such
obligations or upon the ability of municipalities to levy taxes.  Furthermore,
as a result of legislation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
obligations may be materially affected.

            MORAL OBLIGATION SECURITIES.  Municipal securities may include
"moral obligation" securities which are usually issued by special purpose public
authorities.  If the issuer of moral obligation bonds cannot fulfill its
financial responsibilities from current revenues, it may draw upon a reserve
fund, the restoration of which is moral commitment but not a legal obligation of
the state or municipality which created the issuer.

            INDUSTRIAL DEVELOPMENT AND POLLUTION CONTROL BONDS.  Both Funds may
invest in tax-exempt industrial development bonds and pollution control bonds
which, in most cases, are revenue bonds and generally are not payable from the
unrestricted revenues of an issuer.  They are issued by or on behalf of public
authorities to raise money to finance privately operated facilities for
business, manufacturing, housing, sport complexes, and pollution control.
Consequently, the credit quality of these securities is dependent upon the
ability of the user of the facilities financed by the bonds and any guarantor to
meet its financial obligations.

            MUNICIPAL LEASE OBLIGATIONS.  Both Funds may invest in lease
obligations or installment purchase contract obligations of municipal
authorities or entities ("municipal lease obligations").  Although lease
obligations do not constitute general obligations of the municipality for which
its taxing power is pledged, a lease obligation is ordinarily backed by the
municipality's covenant to budget for, appropriate and make the payment due
under the lease obligation.  A Fund may also purchase "certificates of
participation," which are securities issued by a particular municipality or
municipal authority to evidence a proportionate interest in base rental or lease
payments relating to a specific project to be made by the municipality, agency
or authority.  However, certain lease obligations contain "non-appropriation"
clauses which provide that the municipality has no obligation to make lease or
installment purchase payments in any year unless money is appropriated for such
purpose for such year.  Although "non-appropriation" lease obligations are
secured by the leased property, disposition of the property in the event of
default and foreclosure might prove difficult.  In addition, these securities
represent a relatively new type of financing, and certain lease obligations may
therefore be considered to be illiquid securities.


                                       B-9
<PAGE>


            Both Funds will attempt to minimize the special risks inherent in
municipal lease obligations and certificates of participation by purchasing only
lease obligations which meet the following criteria:  (1) rated A or better by
at least one nationally recognized securities rating organization; (2) secured
by payments from a governmental lessee which has actively traded debt
obligations; (3) determined by the Investment Adviser to be critical to the
lessee's ability to deliver essential services; and (4) containing legal
features which the Investment Adviser deems appropriate, such as covenants to
make lease payments without the right of offset or counterclaim, requirements
for insurance policies, and adequate debt service reserve funds.

            SHORT-TERM OBLIGATIONS.  Both Funds may invest in short-term
municipal obligations.  These securities including the following:

            TAX ANTICIPATION NOTES are used to finance working capital needs of
municipalities and are issued in anticipation of various seasonal tax revenues,
to be payable from these specific future taxes.  They are usually general
obligations of the issuer, secured by the taxing power of the municipality for
the payment of principal and interest when due.

            REVENUE ANTICIPATED NOTES are issued in expectation of receipt of
other kinds of revenue, such as federal revenues available under the Federal
Revenue Sharing Program.  They also are usually general obligations of the
issuer.

            BOND ANTICIPATION NOTES normally are issued to provide interim
financing until long-term financing can be arranged.  The long-term bonds then
provide the money for the repayment of the notes.

            CONSTRUCTION LOAN NOTES are sold to provide construction financing
for specific projects.  After successful completion and acceptance, many
projects receive permanent financing through the Federal National Mortgage
Association or the Government National Mortgage Association.

            SHORT-TERM DISCOUNT NOTES (tax-exempt commercial paper) are short-
term (365 days or less) promissory notes issued by municipalities to supplement
their cash flow.

MORTGAGE-RELATED SECURITIES

   
            Each of the Funds other than the International, Emerging Countries,
Large Cap Growth and International Core Growth Funds may invest in mortgage-
related securities (in the case of the High Yield Bond and Strategic Income
Funds, U.S. mortgage-related securities).  Mortgage-related securities are
derivative interests in pools of mortgage loans made to U.S. residential home
buyers, including mortgage loans made by savings and loan institutions, mortgage
bankers, commercial banks and others.  Pools of mortgage loans are assembled as
securities for sale to investors by various governmental, government-related and
private organizations.  The Government, High Yield Bond, Strategic Income, Fully
Discretionary and Short-Intermediate Funds may also invest in debt securities
which are secured with collateral
    


                                      B-10
<PAGE>

consisting of U.S. mortgage-related securities, and in other types of U.S.
mortgage-related securities.

            U.S. MORTGAGE PASS-THROUGH SECURITIES.  Interests in pools of
mortgage-related securities differ from other forms of debt securities, which
normally provide for periodic payment of interest in fixed amounts with
principal payments at maturity or specified call dates.  Instead, these
securities provide a monthly payment which consists of both interest and
principal payments.  In effect, these payments are a "pass-through" of the
monthly payments made by the individual borrowers on their residential mortgage
loans, net of any fees paid to the issuer or guarantor of such securities.
Additional payments are caused by repayments of principal resulting from the
sale of the underlying residential property, refinancing or foreclosure, net of
fees or costs which may be incurred.  Some mortgage-related securities (such as
securities issued by the Government National Mortgage Association) are described
as "modified pass-throughs."  These securities entitle the holder to receive all
interest and principal payments owed on the mortgage pool, net of certain fees,
at the scheduled payment dates regardless of whether or not the mortgagor
actually makes the payment.

            The principal governmental guarantor of U.S. mortgage-related
securities is the Government National Mortgage Association ("GNMA").  GNMA is a
wholly owned United States Government corporation within the Department of
Housing and Urban Development.  GNMA is authorized to guarantee, with the full
faith and credit of the United States Government, the timely payment of
principal and interest on securities issued by institutions approved by GNMA
(such as savings and loan institutions, commercial banks and mortgage bankers)
and backed by pools of mortgages insured by the Federal Housing Agency or
guaranteed by the Veterans Administration.

            Government-related guarantors include the Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").
FNMA is a government-sponsored corporation owned entirely by private
stockholders and subject to general regulation by the Secretary of Housing and
Urban Development.  FNMA purchases conventional residential mortgages not
insured or guaranteed by any government agency from a list of approved
seller/services which include state and federally chartered savings and loan
associations, mutual savings banks, commercial banks and credit unions and
mortgage bankers.  FHLMC is a government-sponsored corporation created to
increase availability of mortgage credit for residential housing and owned
entirely by private stockholders.  FHLMC issues participation certificates which
represent interests in conventional mortgages from FHLMC's national portfolio.
Pass-through securities issued by FNMA and participation certificates issued by
FHLMC are guaranteed as to timely payment of principal and interest by FNMA and
FHLMC, respectively, but are not backed by the full faith and credit of the
United States Government.

            Although the underlying mortgage loans in a pool may have
maturities of up to 30 years, the actual average life of the pool certificates
typically will be substantially less because the


                                      B-11
<PAGE>

mortgages will be subject to normal principal amortization and may be prepaid
prior to maturity.  Prepayment rates vary widely and may be affected by changes
in market interest rates.  In periods of falling interest rates, the rate of
prepayment tends to increase, thereby shortening the actual average life of the
pool certificates.  Conversely, when interest rates are rising, the rate of
prepayments tends to decrease, thereby lengthening the actual average life of
the certificates.  Accordingly, it is not possible to predict accurately the
average life of a particular pool.

            COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS").  A domestic or
foreign CMO in which the Government, Fully Discretionary and Short-Intermediate
Funds may invest is a hybrid between a mortgage-backed bond and a mortgage pass-
through security.  Like a bond, interest is paid, in most cases, semiannually.
CMOs may be collateralized by whole mortgage loans, but are more typically
collateralized by portfolios of mortgage pass-through securities guaranteed by
GNMA, FHLMC, FNMA or equivalent foreign entities.

            CMOs are structured into multiple classes, each bearing a different
stated maturity.  Actual maturity and average life depend upon the prepayment
experience of the collateral.  CMOs provide for a modified form of call
protection through a de facto breakdown of the underlying pool of mortgages
according to how quickly the loans are repaid.  Monthly payment of principal and
interest received from the pool of underlying mortgages, including prepayments,
is first returned to the class having the earliest maturity date or highest
seniority.  Classes that have longer maturity dates and lower seniority will
receive principal only after the highest class has been retired.

            FOREIGN MORTGAGE-RELATED SECURITIES.  Foreign mortgage-related
securities are interests in pools of mortgage loans made to residential home
buyers domiciled in a foreign country.  These include mortgage loans made by
trust and mortgage loan companies, credit unions, chartered banks, and others.
Pools of mortgage loans are assembled as securities for sale to investors by
various governmental, government-related, and private organizations (e.g.,
Canada Mortgage and Housing Corporation and First Australian National Mortgage
Acceptance Corporation Limited).  The mechanics of these mortgage-related
securities are generally the same as those issued in the United States.
However, foreign mortgage markets may differ materially from the U.S. mortgage
market with respect to matters such as the sizes of loan pools, pre-payment
experience, and maturities of loans.

FOREIGN INVESTMENTS

            The United States government has from time to time imposed
restrictions, through taxation or otherwise, on foreign investments by U.S.
entities such as the Funds.  If such restrictions should be reinstituted, it
might become necessary for such Funds to invest substantially all of their
assets in United States securities.  In such event, the Board of Trustees of the
Trust would consider alternative arrangements, including reevaluation of the
Funds' investment objectives and policies.  However a Fund would adopt revised
investment objective


                                      B-12
<PAGE>

and fundamental policies only after approval by the holders of a majority (as
defined in the Investment Company Act) of the Interests of the Fund.

            DEPOSITORY RECEIPTS.  American Depository Receipts ("ADRs") may be
listed on a national securities exchange or may trade in the over-the-counter
market.  ADR prices are denominated in the United States dollars; the underlying
security may be denominated in a foreign currency, although the underlying
security may be subject to foreign government taxes which would reduce the yield
on such securities.

            BRADY BONDS.  The High Yield Bond and Strategic Income Funds may
invest in U.S. dollar-denominated foreign securities referred to as "Brady
Bonds."  These are debt obligations of foreign entities that may be fixed-rate
par bonds or floating-rate discount bonds and are generally collateralized in
full as to principal due at maturity by U.S. Treasury zero coupon obligations
that have the same maturity as the Brady Bonds.  However the Funds may also
invest in uncollateralized Brady Bonds.  Brady Bonds are generally viewed as
having three or four valuation components:  (i) any collateralized repayment of
principal at final maturity; (ii) the collateralized interest payments; (iii)
the uncollateralized interest payments; and (iv) any uncollateralized repayment
of principal at maturity (these uncollateralized amounts constitute what is
referred to as the "residual risk" of such bonds).  In the event of a default
with respect to collateralized Brady Bonds as a result of which the payment
obligations of the issuer are accelerated, the zero coupon U.S. Treasury
securities held as collateral for the payment of principal will not be
distributed to investors, nor will such obligations be sold and the proceeds
distributed.  The collateral will be held by the collateral agent to the
scheduled maturity of the defaulted Brady Bonds, which will continue to be
outstanding, at which time the face amount of the collateral will equal the
principal payments which would have been due on the Brady Bonds in the normal
course.  In addition, in light of the residual risk of Brady Bonds and, among
other factors, the history of defaults with respect to commercial bank loans by
public and private entities of countries issuing Brady Bonds, investments in
Brady Bonds may be viewed as speculative.

            RISKS OF INVESTING IN FOREIGN SECURITIES.  Investments in foreign
securities involve certain inherent risks, including the following:

            POLITICAL AND ECONOMIC FACTORS.  Individual foreign economies of
certain countries may differ favorably or unfavorably from the United States'
economy in such respects as growth of gross national product, rate of inflation,
capital reinvestment, resource self-sufficiency, diversification and balance of
payments position.  The internal politics of certain foreign countries may not
be as stable as those of the United States.  Governments in certain foreign
countries also continue to participate to a significant degree, through
ownership interest or regulation, in their respective economies.  Action by
these governments could include restrictions on foreign investment,
nationalization, expropriation of goods or imposition of taxes, and could have a
significant effect on market prices of securities and payment of interest.  The
economies of many foreign countries are heavily dependent upon international
trade and are


                                      B-13
<PAGE>

accordingly affected by the trade policies and economic conditions of their
trading partners.  Enactment by these trading partners of protectionist trade
legislation could have a significant adverse effect upon the securities markets
of such countries.

            CURRENCY FLUCTUATIONS.  All of the Funds other than the Money
Market Fund may invest in securities denominated in foreign currencies.
Accordingly, a change in the value of any such currency against the U.S. dollar
will result in a corresponding change in the U.S. dollar value of a Fund's
assets denominated in that currency.  Such changes will also affect a Fund's
income.  The value of a Fund's assets may also be affected significantly by
currency restrictions and exchange control regulations enacted from time to
time.

            MARKET CHARACTERISTICS.  The Investment Adviser expects that most
foreign securities in which the Funds invest will be purchased in over-the-
counter markets or on exchanges located in the countries in which the principal
offices of the issuers of the various securities are located, if that is the
best available market.  Foreign exchanges and markets may be more volatile than
those in the United States.  While growing in volume, they usually have
substantially less volume than U.S. markets, and the Funds' portfolio securities
may be less liquid and more volatile than U.S. Government securities.  Moreover,
settlement practices for transactions in foreign markets may differ from those
in United States markets, and may include delays beyond periods customary in the
United States.  Foreign security trading practices, including those involving
securities settlement where Fund assets may be released prior to receipt of
payment or securities, may expose the Funds to increased risk in the event of a
failed trade or the insolvency of a foreign broker-dealer.

            Transactions in options on securities, futures contracts, futures
options and currency contracts may not be regulated as effectively on foreign
exchanges as similar transactions in the United States, and may not involve
clearing mechanisms and related guarantees.  The value of such positions also
could be adversely affected by the imposition of different exercise terms and
procedures and margin requirements than in the United States.  The value of a
Fund's positions may also be adversely impacted by delays in its ability to act
upon economic events occurring in foreign markets during non-business hours in
the United States.

            LEGAL AND REGULATORY MATTERS.  Certain foreign countries may have
less supervision of securities markets, brokers and issuers of securities, and
less financial information available to issuers, than is available in the United
States.

            TAXES.  The interest payable on certain of the Funds' foreign
portfolio securities may be subject to foreign withholding taxes, thus reducing
the net amount of income available for distribution to the Investors.  An
Investor otherwise subject to United States federal income taxes may, subject to
certain limitations, be entitled to claim a credit or deduction of U.S. federal
income tax purposes for his proportionate share of such foreign taxes paid by
the Funds.


                                      B-14
<PAGE>


            COSTS.  The expense ratios of the Funds are likely to be higher
than those of investment companies investing in domestic securities, since the
cost of maintaining the custody of foreign securities is higher.

            In considering whether to invest in the securities of a foreign
company, the Investment Adviser considers such factors as the characteristics of
the particular company, differences between economic trends and the performance
of securities markets within the U.S. and those within other countries, and also
factors relating to the general economic, governmental and social conditions of
the country or countries where the company is located.  The extent to which a
Fund (other than the International and Emerging Countries Funds) will be
invested in foreign companies and countries and depository receipts will
fluctuate from time to time within the limitations described in Part A,
depending on the Investment Adviser's assessment of prevailing market, economic
and other conditions.

PREFERRED STOCKS

            The High Yield Bond Fund may invest in preferred stocks.  Preferred
stock, unlike common stock, offers a stated dividend rate payable from a
corporation's earnings.  Such preferred stock dividends may be cumulative or
non-cumulative, participating, or auction rate.  If interest rates rise, the
fixed dividend on preferred stocks may be less attractive, causing the price of
preferred stocks to decline.  Preferred stock also generally has a preference
over common stock on the distribution of a corporation's assets in the event of
liquidation of the corporation, and may be "participating," which means that it
may be entitled to a dividend exceeding the stated dividend in certain cases.
The rights of preferred stocks on distribution of a corporation's assets in the
event of a liquidation are generally subordinate to the rights associated with a
corporation's debt securities.

OPTIONS ON SECURITIES AND SECURITIES INDICES

            PURCHASING PUT AND CALL OPTIONS.  Each Fund other than the
Government, Short-Intermediate, Value and Money Market Funds is authorized to
purchase "put" and "call" options with respect to securities which are otherwise
eligible for purchase by the Funds and with respect to various stock indices
subject to certain restrictions.  Such Funds will engage in trading of such
derivative securities exclusively for hedging purposes.

            If a Fund purchases a put option, the Fund acquires the right to
sell the underlying security at a specified price at any time during the term of
the option (for "American-style" options) or on the option expiration date (for
"European-style" options).  Purchasing put options may be used as a portfolio
investment strategy when the Investment Adviser perceives significant short-term
risk but substantial long-term appreciation for the underlying security.  The
put option acts as an insurance policy, as it protects against significant
downward price movement while it allows full participation in any upward
movement.  If a Fund is holding a security which it feels has strong
fundamentals, but for some reason may be weak in the near term, the Fund may


                                      B-15
<PAGE>

purchase a put option on such security, thereby giving itself the right to sell
such security at a certain strike price throughout the term of the option.
Consequently, the Fund will exercise the put only if the price of such security
falls below the strike price of the put.  The difference between the put's
strike price and the market price of the underlying security on the date the
Fund exercises the put, less transaction costs, will be the amount by which the
Fund will be able to hedge against a decline in the underlying security.  If
during the period of the option the market price for the underlying security
remains at or above the put's strike price, the put will expire worthless,
representing a loss of the price the Fund paid for the put, plus transaction
costs.  If the price of the underlying security increases, the profit the Fund
realizes on the sale of the security will be reduced by the premium paid for the
put option less any amount for which the put may be sold.

            If a Fund purchases a call option, it acquires the right to
purchase the underlying security at a specified price at any time during the
term of the option.  The purchase of a call option is a type of insurance policy
to hedge against losses that could occur if the Fund has a short position in the
underlying security and the security thereafter increases in price.  The Fund
will exercise a call option only if the price of the underlying security is
above the strike price at the time of exercise.  If during the option period the
market price for the underlying security remains at or below the strike price of
the call option, the option will expire worthless, representing a loss of the
price paid for the option, plus transaction costs.  If the call option has been
purchased to hedge a short position of the Fund in the underlying security and
the price of the underlying security thereafter falls, the profit the Fund
realizes on the cover of the short position in the security will be reduced by
the premium paid for the call option less any amount for which such option may
be sold.

            Prior to exercise or expiration, an option may be sold when it has
remaining value by a purchaser through a "closing sale transaction," which is
accomplished by selling an option of the same series as the option previously
purchased.  A Fund generally will purchase only those options for which the
Investment Adviser believes there is an active secondary market to facilitate
closing transactions.

   
            WRITING CALL OPTIONS.  The Core Growth, Emerging Growth, Mini-Cap,
Emerging Countries, Income & Growth, Worldwide, International, Global Growth,
High Yield Bond, Strategic Income, Fully Discretionary, Large Cap Growth and
International Core Growth Funds may write covered call options.  A call option
is "covered" if a Fund owns the security underlying the call or has an absolute
right to acquire the security without additional cash consideration (or, if
additional cash consideration is required, cash or cash equivalents in such
amount as are held in a segregated account by the Trust's Custodian).  The
writer of a call option receives a premium and gives the purchaser the right to
buy the security underlying the option at the exercise price.  The writer has
the obligation upon exercise of the option to deliver the underlying security
against payment of the exercise price during the option period.  If the writer
of an exchange-traded option wishes to terminate his obligation, he may effect a
"closing purchase transaction."  This is accomplished by buying an option of the
same series as the option

    

                                      B-16
<PAGE>

previously written.  A writer may not effect a closing purchase transaction
after it has been notified of the exercise of an option.

            Effecting a closing transaction in the case of a written call
option will permit a Fund to write another call option on the underlying
security with either a different exercise price, expiration date or both.  Also,
effecting a closing transaction will permit the cash or proceeds from the
concurrent sale of any securities subject to the option to be used for other
investments of the Fund.  If the Fund desires to sell a particular security from
its portfolio on which it has written a call option, it will effect a closing
transaction prior to or concurrent with the sale of the security.

            A Fund will realize a gain from a closing transaction if the cost
of the closing transaction is less than the premium received from writing the
option or if the proceeds from the closing transaction are more than the premium
paid to purchase the option.  A Fund will realize a loss from a closing
transaction if the cost of the closing transaction is more than the premium
received from writing the option or if the proceeds from the closing transaction
are less than the premium paid to purchase the option.  However, because
increases in the market price of a call option will generally reflect increases
in the market price of the underlying security, any loss to the Fund resulting
from the repurchase of a call option is likely to be offset in whole or in part
by appreciation of the underlying security owned by the Fund.

            STOCK INDEX OPTIONS.  Each Fund (other than the Government, Value,
Fully Discretionary, Short-Intermediate, High Yield Bond, Strategic Income and
Money Market Funds) may also purchase put and call options with respect to the
S&P 500 Stock Price Index and other stock indices.  Such options may be
purchased as a hedge against changes resulting from market conditions in the
values of securities which are held in a Fund's portfolio or which it intends to
purchase or sell, or when they are economically appropriate for the reduction of
risks inherent in the ongoing management of the Fund.

            The distinctive characteristics of options on stock indices create
certain risks that are not present with stock options generally.  Because the
value of an index option depends upon movements in the level of the index rather
than the price of a particular stock, whether the Fund will realize a gain or
loss on the purchase or sale of an option on an index depends upon movements in
the level of stock prices in the stock market generally rather than movements in
the price of a particular stock.  Accordingly, successful use by a Fund of
options on a stock index would be subject to the Investment Adviser's ability to
predict correctly movements in the direction of the stock market generally.
This requires different skills and techniques than predicting changes in the
price of individual stocks.

            Index prices may be distorted if trading of certain stocks included
in the index is interrupted.  Trading of index options also may be interrupted
in certain circumstances, such as if trading were halted in a substantial number
of stocks included in the index.  If this were to occur, the Fund would not be
able to close out options which it had purchased, and if


                                      B-17
<PAGE>

restrictions on exercise were imposed, the Fund might be unable to exercise an
option it holds, which could result in substantial losses to the Fund.  It is
the policy of the Funds to purchase put or call options only with respect to an
index which the Investment Adviser believes includes a sufficient number of
stocks to minimize the likelihood of a trading halt in the index.

            RISKS OF TRANSACTIONS IN OPTIONS.  There are several risks
associated with transactions in options on securities and indices.  Options may
be more volatile than the underlying instruments and, therefore, on a percentage
basis, an investment in options may be subject to greater fluctuation than an
investment in the underlying instruments themselves.  There are also significant
differences between the securities and options markets that could result in an
imperfect correlation between these markets, causing a given transaction not to
achieve its objective.  In addition, a liquid secondary market for particular
options may be absent for reasons which include the following:  there may be
insufficient trading interest in certain options; restrictions may be imposed by
an exchange on opening transactions or closing transactions or both; trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of option of underlying securities; unusual or
unforeseen circumstances may interrupt normal operations on an exchange; the
facilities of an exchange or clearing corporation may not at all times be
adequate to handle current trading volume; or one or more exchanges could, for
economic or other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of options),
in which event the secondary market on that exchange (or in that class or series
of options) would cease to exist, although outstanding options that had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.

            A decision as to whether, when and how to use options involves the
exercise of skill and judgment, and even a well-conceived transaction may be
unsuccessful to some degree because of market behavior or unexpected events.
The extent to which a Fund may enter into options transactions may be limited by
the Internal Revenue Code requirements for qualification of an Investor as a
regulated investment company.

            In addition, when trading options on foreign exchanges, many of the
protections afforded to participants in United States option exchanges will not
be available.  For example, there may be no daily price fluctuation limits in
such exchanges or markets, and adverse market movements could therefore continue
to an unlimited extent over a period of time.  Although the purchaser of an
option cannot lose more than the amount of the premium plus related transaction
costs, this entire amount could be lost.  Moreover, a Fund as an option writer
could lose amounts substantially in excess of its initial investment, due to the
margin and collateral requirements typically associated with such option
writing.  See "Dealer Options" below.

   
            DEALER OPTIONS.  The Core Growth, Emerging Growth, Mini-Cap,
Emerging Countries, Worldwide, International, Global Growth, High Yield Bond,
Strategic Income, Fully Discretionary, Large Cap Growth and International Core
Growth Funds will engage in transactions involving dealer options as well as
exchange-traded options.  Certain risks are
    


                                      B-18
<PAGE>

specific to dealer options.  While a Fund might look to a clearing corporation
to exercise exchange-traded options, if a Fund were to purchase a dealer option
it would need to rely on the dealer from which it purchased the option to
perform if the option were exercised.  Failure by the dealer to do so would
result in the loss of the premium paid by the Fund as well as loss of the
expected benefit of the transaction.

            Exchange-traded options generally have a continuous liquid market
while dealer options may not.  Consequently, a Fund may generally be able to
realize the value of a dealer option it has purchased only by exercising or
reselling the option to the dealer who issued it.  Similarly, when a Fund writes
a dealer option, the Fund may generally be able to close out the option prior to
its expiration only by entering into a closing purchase transaction with the
dealer to whom the Fund originally wrote the option.  While the Funds will seek
to enter into dealer options only with dealers who will agree to and which are
expected to be capable of entering into closing transactions with the Funds,
there can be no assurance that a Fund will at any time be able to liquidate a
dealer option at a favorable price at any time prior to expiration.  Unless the
Fund, as a covered dealer call option writer, is able to effect a closing
purchase transaction, it will not be able to liquidate securities (or other
assets) used as cover until the option expires or is exercised.  In the event of
insolvency of the other party, a Fund may be unable to liquidate a dealer
option.  With respect to options written by a Fund, the inability to enter into
a closing transaction may result in material losses to the Fund.  For example,
because a Fund must maintain a secured position with respect to any call option
on a security it writes, the Fund may not sell the assets which it has
segregated to secure the position while it is obligated under the option.  This
requirement may impair the Fund's ability to sell portfolio securities at a time
when such sale might be advantageous.

            The Staff of the Securities and Exchange Commission has taken the
position that purchased dealer options are illiquid securities.  A Fund may
treat the cover used for written dealer options as liquid if the dealer agrees
that the Fund may repurchase the dealer option it has written for a maximum
price to be calculated by a predetermined formula.  In such cases, the dealer
option would be considered illiquid only to the extent the maximum purchase
price under the formula exceeds the intrinsic value of the option.  Accordingly,
each Fund will treat dealer options as subject to the Fund's limitation on
unmarketable securities.  If the Securities and Exchange Commission changes its
position on the liquidity of dealer options, each Fund will change its treatment
of such instruments accordingly.

FOREIGN CURRENCY OPTIONS

   
            The Emerging Countries, Worldwide, International, Global Growth,
High Yield Bond, Strategic Income, Fully Discretionary, Large Cap Growth and
International Core Growth Funds may buy or sell put and call options on foreign
currencies.  A put or call option on a foreign currency gives the purchaser of
the option the right to sell or purchase a foreign currency at the exercise
price until the option expires.  A Fund will use foreign currency options
separately or in combination to control currency volatility.  Among the
strategies employed to
    


                                      B-19
<PAGE>

control currency volatility is an option collar.  An option collar involves the
purchase of a put option and the simultaneous sale of call option on the same
currency with the same expiration date but with different exercise (or "strike")
prices.  Generally, the put option will have an out-of-the-money strike price,
while the call option will have either an at-the-money strike price or an in-
the-money strike price.  Foreign currency options are derivative securities.
Currency options traded on U.S. or other exchanges may be subject to position
limits which may limit the ability of the Funds to reduce foreign currency risk
using such options.

            As with other kinds of option transactions, the writing of an
option on foreign currency will constitute only a partial hedge, up to the
amount of the premium received.  A Fund could be required to purchase or sell
foreign currencies at disadvantageous exchange rates, thereby incurring losses.
The purchase of an option on foreign currency may constitute an effective hedge
against exchange rate fluctuations; however, in the event of an exchange rate
movements adverse to the Fund's position, the Fund may forfeit the entire amount
of the premium plus related transaction costs.

FORWARD CURRENCY CONTRACTS

   
            The Emerging Countries, Worldwide, International, Global Growth,
High Yield Bond, Strategic Income, Fully Discretionary, and International Core
Growth Funds may enter into forward currency contracts in anticipation of
changes in currency exchange rates.  A forward currency contract is an
obligation to purchase or sell a specific currency at a future date, which may
be any fix number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract.  For example, the Fund
might purchase a particular currency or enter into a forward currency contract
to preserve the U.S. dollar price of securities it intends to or has contracted
to purchase.  Alternatively, it might sell a particular currency on either a
spot or forward basis to hedge against an anticipated decline in the dollar
value of securities it intends to or has contracted to sell.  Although this
strategy could minimize the risk of loss due to a decline in the value of the
hedged currency, it could also limit any potential gain from an increase in the
value of the currency.
    

FUTURES CONTRACTS AND RELATED OPTIONS

   
            Each of the Funds other than the Balanced and Money Market Funds
may invest in futures contracts, and each of the Funds other than the Balanced,
Money Market and Short-Intermediate Funds may invest in options on futures
contracts, as a hedge against changes in market conditions or interest rates or,
in the case of the High Yield Bond or Strategic Income Fund, changes in currency
exchange rates.  The Funds will trade in such derivative securities for bona
fide hedging purposes (except in the case of the High Yield Bond Fund) and
otherwise, in accordance with the rules of the Commodity Futures Trading
Commission ("CFTC").  Each Fund will segregate cash, U.S. Government securities,
or other high quality liquid debt or equity securities in a separate account
with its Custodian when required to do so by CFTC guidelines in order to cover
its obligation in connection with futures and options transactions.
    


                                      B-20
<PAGE>


   
            No price is paid or received by a Fund upon the purchase or sale of
a futures contract.  When it enters into a domestic futures contract, the Fund
will be required to deposit in a segregated account with its Custodian an amount
of cash, U.S. Government securities, or other high quality liquid debt or equity
securities equal to approximately 5% of the contract amount.  This amount is
known as initial margin.  The margin requirements for foreign futures contracts
may be different.
    

            The nature of initial margin in futures transactions is different
from that of margin in securities transactions.  Futures contract margin does
not involve the borrowing of funds by the customer to finance the transactions.
Rather, the initial margin is in the nature of a performance bond or good faith
deposit on the contract which is returned to a Fund upon termination of the
futures contract, assuming all contractual obligations have been satisfied.
Subsequent payments (called variation margin) to and from the broker will be
made on a daily basis as the price of the underlying stock index fluctuates, to
reflect movements in the price of the contract making the long and short
positions in the futures contract more or less valuable.  For example, when a
Fund has purchased an index futures contract and the price of the underlying
stock index has risen, that position will have increased in value and the Fund
will receive from the broker a variation margin payment equal to that increase
in value.  Conversely, when the Fund has purchased an index futures contract and
the price of the underlying index has declined, the position will be less
valuable and the Fund will be required to make a variation margin payment to the
broker.

            At any time prior to expiration of a futures contract, a Fund may
elect to close the position by taking an opposite position, which will operate
to terminate the Fund's position in the futures contract.  A final determination
of variation margin is made on closing the position.  Additional cash is paid by
or released to the Fund, which realizes a loss or a gain.

            STOCK INDEX FUTURES.  Each of the Funds other than the Government,
Fully Discretionary, Short-Intermediate, Strategic Income and Money Market Funds
may invest in futures contracts on stock indices.  Currently, stock index
futures contracts can be purchased or sold with respect to the S&P 500 Stock
Price Index on the Chicago Mercantile Exchange, the Major Market Index on the
Chicago Board of Trade, the New York Stock Exchange Composite Index on the New
York Futures Exchange and the Value Line Stock Index on the Kansas City Board of
Trade.  Foreign financial and stock index futures are traded on foreign
exchanges including the London International Financial Futures Exchange, the
Singapore International Monetary Exchange, the Sydney Futures Exchange Limited
and the Tokyo Stock Exchange.

   
            INTEREST RATE OR FINANCIAL FUTURES CONTRACTS.  The Emerging
Countries, Income and Growth, Worldwide, International, Government, Fully
Discretionary, Short-Intermediate, High Yield Bond, Strategic Income, Large Cap
Growth and International Core Growth Funds may invest in interest rate or
financial futures contracts.  Bond prices are established in both the cash
market and the futures market.  In the cash market, bonds are purchased and sold
with payment for the full purchase price of the bond being made in cash,
generally within three
    


                                      B-21
<PAGE>

business days after the trade.  In the futures market, a contract is made to
purchase or sell a bond in the future for a set price on a certain date.
Historically, the prices for bonds established in the futures markets have
generally tended to move in the aggregate in concert with cash market prices,
and the prices have maintained fairly predictable relationships.

            The sale of an interest rate or financial futures sale by a Fund
would create an obligation by the Fund, as seller, to deliver the specific type
of financial instrument called for in the contract at a specific future time for
a specified price.  A futures contract purchased by a Fund would create an
obligation by the Fund, as purchaser, to take delivery of the specific type of
financial instrument at a specific future time at a specific price.  The
specific securities delivered or taken, respectively, at settlement date, would
not be determined until at or near that date.  The determination would be in
accordance with the rules of the exchange on which the futures contract sale or
purchase was made.

            Although interest rate or financial futures contracts by their
terms call for actual delivery or acceptance of securities, in most cases the
contracts are closed out before the settlement date without delivery of
securities.  Closing out of a futures contract sale is effected by the Fund's
entering into a futures contract purchase for the same aggregate amount of the
specific type of financial instrument and the same delivery date.  If the price
in the sale exceeds the price in the offsetting purchase, the Fund is paid the
difference and thus realizes a gain.  If the offsetting purchase price exceeds
the sale price, the Fund pays the difference and realizes a loss.  Similarly,
the closing out of a futures contract purchase is effected by the Fund's
entering into a futures contract sale.  If the offsetting sale price exceeds the
purchase price, the Fund realizes a gain, and if the purchase price exceeds the
offsetting sale price, the Fund realizes a loss.

            The Funds deal only in standardized contracts on recognized
exchanges.  Each exchange guarantees performance under contract provisions
through a clearing corporation, a nonprofit organization managed by the exchange
membership.  Domestic interest rate futures contracts are traded in an auction
environment on the floors of several exchanges - principally, the Chicago Board
of Trade and the Chicago Mercantile Exchange.  A public market now exists in
domestic futures contracts covering various financial instruments including
long-term United States Treasury bonds and notes; Government National Mortgage
Association ("GNMA") modified pass-through mortgage-backed securities; three-
month United States Treasury bills; and 90-day commercial paper.  A Fund may
trade in any futures contract for which there exists a public market, including,
without limitation, the foregoing instruments.  International interest rate
futures contracts are traded on the London International Financial Futures
Exchange, the Singapore International Monetary Exchange, the Sydney Futures
Exchange Limited and the Tokyo Stock Exchange.

   
            FOREIGN CURRENCY FUTURES CONTRACTS.  The Emerging Countries,
Worldwide, International, Global Growth, High Yield Bond, Strategic Income,
Fully Discretionary Large Cap Growth and International Core Growth Funds may use
foreign currency futures contracts for hedging purposes.  A foreign currency
contract provides for the future sale by one party and
    


                                      B-22
<PAGE>

purchase by another party of a specified quantity of a foreign currency at a
specified price and time.  A public market exists in futures contacts covering
several foreign currencies, including the Australian dollar, the Canadian
dollar, the British pound, the German mark, the Japanese yen, the Swiss franc,
and certain multinational currencies such as the European Currency Unit ("ECU").
Other foreign currency futures contracts are likely to be developed and traded
in the future.  The Funds will only enter into futures contracts and futures
options which are standardized and traded on a U.S. or foreign exchange, board
of trade, or similar entity, or quoted on an automated quotation system.

            RISKS OF TRANSACTIONS IN FUTURES CONTRACTS.  There are several
risks related to the use of futures as a hedging device.  One risk arises
because of the imperfect correlation between movements in the price of the
futures contract and movements in the price of the securities which are the
subject of the hedge.  The price of the future may move more or less than the
price of the securities being hedged.  If the price of the future moves less
than the price of the securities which are the subject of the hedge, the hedge
will not be fully effective, but if the price of the securities being hedged has
moved in an unfavorable direction, a Fund would be in a better position than if
it had not hedged at all.  If the price of the securities being hedged has moved
in a favorable direction, this advantage will be partially offset by the loss on
the future.  If the price of the future moves more than the price of the hedged
securities, the Fund will experience either a loss or a gain on the future which
will not be completely offset by movements in the price of the securities which
are subject to the hedge.

            To compensate for the imperfect correlation of movements in the
price of securities being hedged and movements in the price of the futures
contract, the Fund may buy or sell futures contracts in a greater dollar amount
than the dollar amount of securities being hedged if the historical volatility
of the prices of such securities has been greater than the historical volatility
over such time period of the future.  Conversely, the Fund may buy or sell fewer
futures contracts if the historical volatility of the price of the securities
being hedged is less than the historical volatility of the futures contract
being used.  It is possible that, when the Fund has sold futures to hedge its
portfolio against a decline in the market, the market may advance while the
value of securities held in the Fund's portfolio may decline.  If this occurs,
the Fund will lose money on the future and also experience a decline in value in
its portfolio securities.  However, the Investment Adviser believes that over
time the value of a diversified portfolio will tend to move in the same
direction as the market indices upon which the futures are based.

            Where futures are purchased to hedge against a possible increase in
the price of securities before the Fund is able to invest its cash (or cash
equivalents) in securities (or options) in an orderly fashion, it is possible
that the market may decline instead.  If the Fund then decides not to invest in
securities or options at that time because of concern as to possible further
market decline or for other reasons, it will realize a loss on the futures
contract that is not offset by a reduction in the price of securities purchased.


                                      B-23
<PAGE>

            In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between movements in the futures and the
securities being hedged, the price of futures may not correlate perfectly with
movement in the stock index or cash market due to certain market distortions.
All participants in the futures market are subject to margin deposit and
maintenance requirements.  Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions, which could distort the normal relationship between the index or
cash market and futures markets.  In addition, the deposit requirements in the
futures market are less onerous than margin requirements in the securities
market.  Therefore, increased participation by speculators in the futures market
may also cause temporary price distortions.  As a result of price distortions in
the futures market and the imperfect correlation between movements in the cash
market and the price of securities and movements in the price of futures, a
correct forecast of general trends by the Investment Adviser may still not
result in a successful hedging transaction over a very short time frame.

            Positions in futures may be closed out only on an exchange or board
of trade which provides a secondary market for such futures.  Although the Funds
intend to purchase or sell futures only on exchanges or boards of trade where
there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an exchange or board of trade will exist for any
particular contract or at any particular time.  In such event, it may not be
possible to close a futures position, and in the event of adverse price
movements, the Funds would continue to be required to make daily cash payments
of variation margin.  When futures contracts have been used to hedge portfolio
securities, such securities will not be sold until the futures contract can be
terminated.  In such circumstances, an increase in the price of the securities,
if any, may partially or completely offset losses on the futures contract.
However, as described above, there is no guarantee that the price of the
securities will in fact correlate with the price movements in the futures
contract and thus provide an offset to losses on a futures contract.

            Most United States futures exchanges limit the amount of
fluctuation permitted in futures contract prices during a single trading day.
The daily limit establishes the maximum amount that the price of a futures
contract may vary either up or down from the previous day's settlement price at
the end of a trading session.  Once the daily limit has been reached in a
particular type of futures contract, no trades may be made on that day at a
price beyond that limit.  The daily limit governs only price movement during a
particular trading day and therefore does not limit potential losses, because
the limit may prevent the liquidation of unfavorable positions.  Futures
contract prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of futures positions and subjecting some futures traders to
substantial losses.

            Successful use of futures by a Fund is also subject to the
Investment Adviser's ability to predict correctly movements in the direction of
the market.  For example, if the Fund has hedged against the possibility of a
decline in the market adversely affecting stocks held in its portfolio and stock
prices increase instead, the Fund will lose part or all of the benefit of the


                                      B-24
<PAGE>

increased value of the stocks which it has hedged because it will have
offsetting losses in its futures positions.  In addition, in such situations, if
the Fund has insufficient cash, it may have to sell securities to meet daily
variation margin requirements.  Such sales of securities may be, but will not
necessarily be, at increased prices which reflect the rising market.  The Fund
may have to sell securities at a time when it may be disadvantageous to do so.

            In the event of the bankruptcy of a broker through which a Fund
engages in transactions in futures contracts or options, the Fund could
experience delays and losses in liquidating open positions purchased or sold
through the broker, and incur a loss of all or part of its margin deposits with
the broker.

            OPTIONS ON FUTURES CONTRACTS.  As described above, certain of the
Funds may purchase options on the futures contracts they can purchase or sell,
as described above.  A futures option gives the holder, in return for the
premium paid, the right to buy (call) from or sell (put) to the writer of the
option a futures contract at a specified price at any time during the period of
the option.  Upon exercise, the writer of the option is obligated to pay the
difference between the cash value of the futures contract and the exercise
price.  Like the buyer or seller of a futures contract, the holder or writer of
an option has the right to terminate its position prior to the scheduled
expiration of the option by selling, or purchasing an option of the same series,
at which time the person entering into the closing transaction will realize a
gain or loss.  There is no guarantee that such closing transactions can be
effected.

            Investments in futures options involve some of the same
considerations as investments in futures contracts (for example, the existence
of a liquid secondary market).  In addition, the purchase of an option also
entails the risk that changes in the value of the underlying futures contract
will not be fully reflected in the value of the option.  Depending on the
pricing of the option compared to either the futures contract upon which it is
based, or upon the price of the securities being hedged, an option may or may
not be less risky than ownership of the futures contract or such securities.  In
general, the market prices of options can be expected to be more volatile than
the market prices on the underlying futures contracts.  Compared to the purchase
or sale of futures contracts, however, the purchase of call or put options on
futures contracts may frequently involve less potential risk to the Funds
because the maximum amount at risk is limited to the premium paid for the
options (plus transaction costs).

            RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND RELATED OPTIONS.
Except as otherwise described in Part A, a Fund will not engage in transactions
in futures contracts or related options for speculation, but only as a hedge
against changes resulting from market conditions in the values of securities
held in the Fund's portfolio or which it intends to purchase and where the
transactions are economically appropriate to the reduction of risks inherent in
the ongoing management of the Funds.  A Fund may not purchase or sell futures or
purchase related options if, immediately thereafter, more than 25% of its net
assets would be hedged.  A Fund also may not purchase or sell futures or
purchase related options if, immediately thereafter, the sum of


                                      B-25
<PAGE>

the amount of margin deposits on the Fund's existing futures positions and
premiums paid for such options would exceed 5% of the market value of the Fund's
net assets.

            Upon the purchase of futures contracts by a Fund, an amount of cash
and cash equivalents, equal to the market value of the futures contracts, will
be deposited in a segregated account with the Custodian or in a margin account
with a broker to collateralize the position and thereby insure that the use of
such futures is unleveraged.

            These restrictions, which are derived from current federal and
state regulations regarding the use of options and futures by mutual funds, are
not "fundamental restrictions" and may be changed by the Trustees of the Master
Trust if applicable law permits such a change and the change is consistent with
the overall investment objective and policies of the Fund.

            The extent to which a Fund may enter into such futures and options
transactions may be limited by the Internal Revenue Code requirements for
qualification of an Investor as a regulated investment company.

INTEREST RATE AND CURRENCY SWAPS

            The Short-Intermediate, Fully Discretionary, High Yield Bond and
Strategic Income Funds may enter into interest rate and currency swaps.

            INTEREST RATE SWAPS.  As indicated in Part A, an interest rate swap
is a contract between two entities ("counterparties") to exchange interest
payments (of the same currency) between the parties.  In the most common
interest rate swap structure, one counterparty agrees to make floating rate
payments to the other counterparty, which in turn makes fixed rate payments to
the first counterparty.  Interest payments are determined by applying the
respective interest rates to an agreed upon amount, referred to as the "notional
principal amount."  In most such transactions, the floating rate payments are
tied to the London Interbank Offered Rate, which is the offered rate for short-
term Eurodollar deposits between major international banks.  As there is no
exchange of principal amounts, an interest rate swap is not an investment or a
borrowing.

            CROSS CURRENCY SWAPS.  A cross-currency swap is a contract between
two counterparties to exchange interest and principal payments in different
currencies.  A cross-currency swap normally has an exchange of principal at
maturity (the final exchange); an exchange of principal at the start of the swap
(the initial exchange) is optional.  An initial exchange of notional principal
amounts at the spot exchange rate serves the same function as a spot transaction
in the foreign exchange market (for an immediate exchange of foreign exchange
risk).  An exchange at maturity of notional principal amounts at the spot
exchange rate serves the same function as a forward transaction in the foreign
exchange market (for a future transfer of foreign exchange risk).  The currency
swap market convention is to use the spot rate rather than the forward rate for
the exchange at maturity.  The economic difference is realized through the
coupon exchanges


                                      B-26
<PAGE>

over the life of the swap.  In contrast to single currency interest rate swaps,
cross-currency swaps involve both interest rate risk and foreign exchange risk.

            SWAP OPTIONS.  Each Fund may invest in swap options.  A swap option
is a contract that gives a counterparty the right (but not the obligation) to
enter into a new swap agreement or to shorten, extend, cancel or otherwise
change an existing swap agreement, at some designated future time on specified
terms.  It is different from a forward swap, which is a commitment to enter into
a swap that starts at some future date with specified rates.  A swap option may
be structured European-style (exercisable on the pre-specified date) or
American-style (exercisable during a designated period).  The right pursuant to
a swap option must be exercised by the right holder.  The buyer pursuant to a
swap option is said to own a call.

            CAPS AND FLOORS.  Each Fund may also invest in interest rate and,
in the case of the High Yield Bond and Strategic Income Funds, currency, caps
and floors.  An interest rate cap is a right to receive periodic cash payments
over the life of the cap equal to the difference between any higher actual level
of interest rates in the future and a specified strike (or "cap") level.  The
cap buyer purchases protection for a floating rate move above the strike.  An
interest rate floor is the right to receive periodic cash payments over the life
of the floor equal to the difference between any lower actual level of interest
rates in the future and a specified strike (or "floor") level.  The floor buyer
purchases protection for a floating rate move below the strike.  The strikes are
typically based on the three-month LIBOR (although other indices are available)
and are measured quarterly.  Rights arising pursuant to both caps and floors are
exercised automatically if the strike is in the money.  Caps and floors
eliminate the risk that the buyer fails to exercise an in-the-money option.

            RISKS ASSOCIATED WITH SWAPS.  The risks associated with interest
rate and currency swaps and interest rate caps and floors are similar to those
described above with respect to dealer options.  In connection with such
transactions, a Fund relies on the other party to the transaction to perform its
obligations pursuant to the underlying agreement.  If there were a default by
the other party to the transaction, the Fund would have contractual remedies
pursuant to the agreement, but could incur delays in obtaining the expected
benefit of the transaction or loss of such benefit.  In the event of insolvency
of the other party, the Fund might be unable to obtain its expected benefit.  In
addition, while each Fund will seek to enter into such transactions only with
parties which are capable of entering into closing transactions with the Fund,
there can be no assurance that a Fund will be able to close out such a
transaction with the other party, or obtain an offsetting position with any
other party, at any time prior to the end of the term of the underlying
agreement.  This may impair a Fund's ability to enter into other transactions at
a time when doing so might be advantageous.


REPURCHASE AGREEMENTS

            Each Fund may enter into repurchase agreements with respect to its
portfolio securities.  Pursuant to such agreements, the Fund acquires securities
from financial institutions such as


                                      B-27
<PAGE>

banks and broker-dealers as are deemed to be creditworthy by the Investment
Adviser, subject to the seller's agreement to repurchase and the Fund's
agreement to resell such securities at a mutually agreed upon date and price.
The repurchase price generally equals the price paid by the Fund plus interest
negotiated on the basis of current short-term rates (which may be more or less
than the rate on the underlying portfolio security).  Securities subject to
repurchase agreements will be held by the Trust's Custodian or in the Federal
Reserve/Treasury Book-Entry System or an equivalent foreign system.  The seller
under a repurchase agreement will be required to maintain the value of the
underlying securities at not less than 102% of the repurchase price under the
agreement.  If the seller defaults on its repurchase obligation, the Fund
holding the repurchase agreement will suffer a loss to the extent that the
proceeds from a sale of the underlying securities is less than the repurchase
price under the agreement.  Bankruptcy or insolvency of such a defaulting seller
may cause the Fund's rights with respect to such securities to be delayed or
limited.  Repurchase agreements are considered to be loans under the Investment
Company Act.

WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DELAYED SETTLEMENTS

            Each of the Funds may purchase securities on a "when-issued,"
forward commitment or delayed settlement basis.  In this event, the Custodian
will set aside cash or liquid portfolio securities equal to the amount of the
commitment in a separate account.  Normally, the Fund's Custodian will set aside
portfolio securities to satisfy a purchase commitment.  In such a case, a Fund
may be required subsequently to place additional assets in the separate account
in order to assure that the value of the account remains equal to the amount of
the Fund's commitment.  It may be expected that the Fund's net assets will
fluctuate to a greater degree when it sets aside portfolio securities to cover
such purchase commitments than when it sets aside cash.

            The Funds do not intend to engage in these transactions for
speculative purposes but only in furtherance of their investment objectives.
Because a Fund will set aside cash or liquid portfolio securities to satisfy its
purchase commitments in the manner described, the Fund's liquidity and the
ability of the Investment Adviser to manage it may be affected in the event the
Fund's forward commitments, commitments to purchase when-issued securities and
delayed settlements ever exceeded 15% of the value of its net assets.

            A Fund will purchase securities on a when-issued, forward
commitment or delayed settlement basis only with the intention of completing the
transaction.  If deemed advisable as a matter of investment strategy, however, a
Fund may dispose of or renegotiate a commitment after it is entered into, and
may sell securities it has committed to purchase before those securities are
delivered to the Fund on the settlement date.  In these cases the Fund may
realize a taxable capital gain or loss.  When a Fund engages in when-issued,
forward commitment and delayed settlement transactions, it relies on the other
party to consummate the trade.  Failure of such party to do so may result in a
Fund's incurring a loss or missing an opportunity to obtain a price credited to
be advantageous.


                                      B-28
<PAGE>


            The market value of the securities underlying a when-issued
purchase, forward commitment to purchase securities, or a delayed settlement and
any subsequent fluctuations in their market value is taken into account when
determining the market value of a Fund starting on the day the Fund agrees to
purchase the securities.  A Fund does not earn interest on the securities it has
committed to purchase until they are paid for and delivered on the settlement
date.

BORROWING

            The Strategic Income Fund may borrow up to 50% of the value of its
net assets for temporary, extraordinary or emergency purposes, for the clearance
of transactions, or to purchase securities.  Each of the other Funds is
authorized to borrow money from time to time for temporary, extraordinary or
emergency purposes or for clearance of transactions in amounts up to 20% of the
value of its total assets at the time of such borrowings.  The use of borrowing
by a Fund involves special risk considerations that may not be associated with
other funds having similar objectives and policies.  Since substantially all of
a Fund's assets fluctuate in value, whereas the interest obligation resulting
from a borrowing will be fixed by the terms of the Fund's agreement with its
lender, the asset value per share of the Fund will tend to increase more when
its portfolio securities increase in value and to decrease more when its
portfolio assets decrease in value than would otherwise be the case if the Fund
did not borrow funds.  In addition, interest costs on borrowings may fluctuate
with changing market rates of interest and may partially offset or exceed the
return earned on borrowed funds.  Under adverse market conditions, the Fund
might have to sell portfolio securities to meet interest or principal payments
at a time when fundamental investment considerations would not favor such sales.

LENDING PORTFOLIO SECURITIES

            Each of the Funds may lend its portfolio securities in an amount
not exceeding 30% of its total assets to financial institutions such as banks
and brokers if the loan is collateralized in accordance with applicable
regulations.  Under the present regulatory requirements which govern loans of
portfolio securities, the loan collateral must, on each business day, at least
equal the value of the loaned securities and must consist of cash, letters of
credit of domestic banks or domestic branches of foreign banks, or securities of
the U.S. Government or its agencies.  To be acceptable as collateral, letters of
credit must obligate a bank to pay amounts demand by the Fund if the demand
meets the terms of the letter.  Such terms and the issuing bank would have to be
satisfactory to the Fund.  Any loan might be secured by any one or more of the
three types of collateral.  The terms of the Fund's loans must permit the Fund
to reacquire loaned securities on five days' notice or in time to vote on any
serious matter and must meet certain tests under the Internal Revenue Code.


                                      B-29
<PAGE>


SHORT SALES

   
            The Investment Adviser's growth equity management approach is aimed
principally at identifying equity securities the earnings and prices of which it
expects to grow at a rate above that of the S&P 500 Stock Price Index.  However,
the Investment Adviser believes that its approach also identifies securities the
prices of which can be expected to decline.  Therefore, the Core Growth,
Emerging Growth, Mini-Cap, Worldwide, International, and International Core
Growth Funds are authorized to make short sales of securities they own or has
the right to acquire at no added cost through conversion or exchange of other
securities they own (referred to as short sales "against the box") and to make
short sales of securities which they do not own or have the right to acquire.
    

            In a short sale that is not "against the box," a Fund sells a
security which it does not own, in anticipation of a decline in the market value
of the security.  To complete the sale, the Fund must borrow the security
(generally from the broker through which the short sale is made) in order to
make delivery to the buyer.  The Fund is then obligated to replace the security
borrowed by purchasing it at the market price at the time of replacement.  The
Fund is said to have a "short position" in the securities sold until it delivers
them to the broker.  The period during which the Fund has a short position can
range from one day to more than a year.  Until the security is replaced, the
proceeds of the short sale are retained by the broker, and the Fund is required
to pay to the broker a negotiated portion of any dividends or interest which
accrue during the period of the loan.  To meet current margin requirements, the
Fund is also required to deposit with the broker additional cash or securities
so that the total deposit with the broker is maintained daily at 150% of the
current market value of the securities sold short (100% of the current market
value if a security is held in the account that is convertible or exchangeable
into the security sold short within 90 days without restriction other than the
payment of money).
            Short sales by a Fund that are not made "against the box" create
opportunities to increase the Fund's return but, at the same time, involve
specific risk considerations and may be considered a speculative technique.
Since the Fund in effect profits from a decline in the price of the securities
sold short without the need to invest the full purchase price of the securities
on the date of the short sale, the Fund's net asset value per share will tend to
increase more when the securities it has sold short decrease in value, and to
decrease more when the securities it has sold short increase in value, than
would otherwise be the case if it had not engaged in such short sales.  The
amount of any gain will be decreased, and the amount of any loss increased, by
the amount of any premium, dividends or interest the Fund may be required to pay
in connection with the short sale.  Furthermore, under adverse market conditions
the Fund might have difficulty purchasing securities to meet its short sale
delivery obligations, and might have to sell portfolio securities to raise the
capital necessary to meet its short sale obligations at a time when fundamental
investment considerations would not favor such sales.

            If a Fund makes a short sale "against the box," the Fund would not
immediately deliver the securities sold and would not receive the proceeds from
the sale.  The seller is said to have


                                      B-30
<PAGE>

a short position in the securities sold until it delivers the securities sold,
at which time it receives the proceeds of the sale.  To secure its obligation to
deliver securities sold short, a Fund will deposit in escrow in a separate
account with the Custodian an equal amount of the securities sold short or
securities convertible into or exchangeable for such securities.  The Fund can
close out its short position by purchasing and delivering an equal amount of the
securities sold short, rather than by delivering securities already held by the
Fund, because the Fund might want to continue to receive interest and dividend
payments on securities in its portfolio that are convertible into the securities
sold short.

            A Fund's decision to make a short sale "against the box" may be a
technique to hedge against market risks when the Investment Adviser believes
that the price of a security may decline, causing a decline in the value of a
security owned by the Fund or a security convertible into or exchangeable for
such security.  In such case, any future losses in the Fund's long position
would be reduced by a gain in the short position.  The extent to which such
gains or losses in the long position are reduced will depend upon the amount of
securities sold short relative to the amount of the securities the Fund owns,
either directly or indirectly, and, in the case where the Fund owns convertible
securities, changes in the investment values or conversion premiums of such
securities.

            The extent to which a Fund may enter into short sales transactions
may be limited by the Internal Revenue Code requirements for qualification of an
Investor as a regulated investment company.

ILLIQUID SECURITIES

            No Fund may invest more than 15% (10% in the case of the Money
Market Fund) of the value of its net assets in securities that at the time of
purchase have legal or contractual restrictions on resale or are otherwise
illiquid.  The Investment Adviser will monitor the amount of illiquid securities
in the Fund's portfolio, under the supervision of the Board of Trustees, to
ensure compliance with the Fund's investment restrictions.

            Historically, illiquid securities have included securities subject
to contractual or legal restrictions on resale because they have not been
registered under the Securities Act, securities which are otherwise not readily
marketable and repurchase agreements having a maturity of longer than seven
days.  Securities which have not been registered under the Securities Act are
referred to as private placement or restricted securities and are purchased
directly from the issuer or in the secondary market.  Mutual funds do not
typically hold a significant amount of these restricted or other illiquid
securities because of the potential for delays on resale and uncertainty in
valuation.  Limitations on resale may have an adverse effect on the
marketability of portfolio securities and the Fund might be unable to dispose of
restricted or other illiquid securities promptly or at reasonable prices and
might thereby experience difficulty satisfying redemption within seven days.
The Fund might also have to register such restricted securities in order to


                                      B-31
<PAGE>

dispose of them, resulting in additional expense and delay.  Adverse market
conditions could impede such a public offering of securities.

            In recent years, however, a large institutional market has
developed for certain securities that are not registered under the Securities
Act, including repurchase agreements, commercial paper, foreign securities,
municipal securities and corporate bonds and notes.  Institutional investors
depend on an efficient institutional market in which the unregistered security
can be readily resold or on an issuer's ability to honor a demand for repayment.
The fact that there are contractual or legal restrictions on resale to the
general public or to certain institutions may not be indicative of the liquidity
of such investments.  If such securities are subject to purchase by
institutional buyers in accordance with Rule 144A promulgated by the Securities
and Exchange Commission under the Securities Act, the Board of Trustees may
determine that such securities are not illiquid securities notwithstanding their
legal or contractual restrictions on resale.  In all other cases, however,
securities subject to restrictions on resale will be deemed illiquid.

            The Emerging Countries, High Yield Bond and Strategic Income Funds
may invest in foreign securities that are restricted against transfer within the
United States or to United States persons.  Although securities subject to such
transfer restrictions may be marketable abroad, they may be less liquid than
foreign securities of the same class that are not subject to such restrictions.
Unless these securities are acquired directly from the issuer or its
underwriter, the Fund treats such foreign securities whose principal market is
abroad as not subject to the investment limitation on securities subject to
legal or contractual restrictions on resale.

INVESTMENT TECHNIQUES AND PROCESSES

            The Investment Adviser's investment techniques and processes, which
it has used in managing institutional portfolios for many years, are described
generally in Part A under "Investment Objectives and Policies -- Investment
Techniques and Processes."  In making decisions with respect to equity
securities for the Funds, GROWTH OVER TIME-Registered Trademark- is the
Investment Adviser's underlying goal.  It's how the Investment Adviser built its
reputation.  Over the past ten years, the Investment Adviser has built a record
as one of the finest performing investment managers in the United States.  It
has successfully delivered growth over time to many institutional investors,
pension plans, foundations, endowments and high net worth individuals.  The
Investment Adviser's methods have proven their ability to achieve growth over
time through a variety of investment vehicles.

            The Investment Adviser emphasizes growth over time through
investment in securities of companies with earnings growth potential.  The
Investment Adviser's style is a "bottoms up" growth approach that focuses on the
growth prospects of individual companies rather than on economic trends.  It
builds portfolios stock by stock.  The Investment Adviser's decision-making is
guided by three critical questions:  Is there a positive change?  Is it
sustainable?  Is it timely?  The Investment Adviser uses these three factors
because it focuses on discovering positive


                                      B-32
<PAGE>

developments when they first show up in an issuer's earnings, but before they
are fully reflected in the price of the issuer's securities.  The Investment
Adviser is always looking for companies that are driving change and surpassing
analysts' expectations.  It seeks to identify companies poised for rapid growth.
The Investment Adviser focuses on recognizing successful companies, regardless
of their capitalization or whether they are domestic or foreign companies.

            As indicated in Part A, the Investment Adviser's techniques and
processes include relationships with an extensive network of brokerage research
firms located throughout the world.  These analysts are often located in the
same geographic regions as the companies they follow, have followed those
companies for a number of years, and have developed excellent sources of
information about them.  The Investment Adviser does not employ in-house
analysts other than the personnel actually engaged in managing investments for
the Funds and the Investment Adviser's other clients.  However, information
obtained from a brokerage research firm is confirmed with other research sources
or the Investment Adviser's computer-assisted quantitative analysis (including
"real time" pricing data) of a substantial universe of potential investments.

            As indicated in Part A, the equity investments of a Fund are
diversified, as with respect to at least 75% of its total assets no Fund may
invest more than 5% of its total assets in the equity securities of any one
issuer.  The equity securities of each issuer that are included in the
investment portfolio of a Fund are purchased by the Investment Adviser in
approximately equal amounts, and the Investment Adviser attempts to stay fully
invested within the applicable percentage limitations set forth in Part A.  In
addition, for each issuer whose securities are added to an investment portfolio,
the Investment Adviser sells the securities of one of the issuers currently
included in the portfolio.

INVESTMENT RESTRICTIONS

            Each Fund is subject to the following investment restrictions
adopted by the Board of Trustees, which constitute fundamental policies that may
not be changed without a vote of the holders of a majority of such Fund's
outstanding Interests (as defined in the Investment Company Act).

            All percentage limitations set forth below apply immediately after
a purchase or initial investment, and any subsequent change in the applicable
percentage resulting from market fluctuations will not require elimination of
any security from the relevant portfolio.

            A Fund may not:

            1.   Invest in securities of any one issuer if more than 5% of the
market value of its total assets would be invested in the securities of such
issuer.  However, up to 25% of a Fund's total assets may be invested without
regard to this restriction, and this restriction does not apply to investments
by a Fund in securities of the U.S. Government or agencies and
instrumentalities.


                                      B-33
<PAGE>


            2.   Purchase more than 10% of the outstanding voting securities,
or of any class of securities, of any one issuer, or purchase the securities of
any issuer for the purpose of exercising control or management.

            3.   Invest 25% or more of the market value of its total assets in
the securities of issuers in any one particular industry.  This restriction does
not apply to investments by a Fund in securities of the U.S. Government or its
agencies and instrumentalities, or to investments by the Money Market Fund in
obligations of domestic branches of U.S. banks and U.S. branches of foreign
banks which are subject to the same regulation as U.S. banks.

            4.   Purchase or sell real estate.  However, a Fund may invest in
securities secured by, or issued by companies that invest in, real estate or
interests in real estate.

            5.   Make loans of money, except that a Fund may purchase publicly
distributed debt instruments and certificates of deposit and enter into
repurchase agreements.  Each Fund reserves the authority to make loans of its
portfolio securities in an aggregate amount not exceeding 30% of the value of
its total assets.

            6.   Borrow money on a secured or unsecured basis, except for
temporary, extraordinary or emergency purposes or for the clearance of
transactions in amounts not exceeding 20% of the value of its total assets at
the time of the borrowing, or, in the case of the Strategic Income Fund, except
for temporary, extraordinary or emergency purposes, for the clearance of
transactions, or to purchase securities, in amounts not in excess of 50% of the
value of its net assets.  Pursuant to the Investment Company Act, borrowings
will only be made from banks and will be made only to the extent that the value
of the Fund's total assets, less its liabilities other than borrowings, is equal
to at least 300% of all borrowings (including the proposed borrowing).  If such
asset coverage of 300% is not maintained, the Fund will take prompt action to
reduce its borrowings as required by applicable law.

            7.   Pledge or in any way transfer as security for indebtedness any
securities owned or held by it, except to secure indebtedness permitted by
restriction 6 above.  This restriction shall not prohibit the Funds from
engaging in short sales, options, futures and foreign currency transactions.

            8.   Underwrite securities of other issuers, except insofar as it
may be deemed an underwriter under the Securities Act in selling portfolio
securities.

            9.   Invest more than 15% (10% in the case of the Money Market
Fund) of the value of its net assets in securities that at the time of purchase
have legal or contractual restrictions on resale or are otherwise illiquid.


                                      B-34
<PAGE>


            10. Purchase securities on margin, except for initial and variation
margin on options and futures contracts, except as set forth in restriction 6
above, and except that a Fund may obtain such short-term credit as may be
necessary for the clearance of purchases and sales of securities.

   
            11. Engage in short sales, except that a Fund may use such short-
term credits as are necessary for the clearance of transactions.  This
restriction does not apply to the Core Growth, Emerging Growth, Mini-Cap,
Worldwide, High Yield Bond, Strategic Income, International, and International
Core Growth Funds.
    

            12. Invest in securities of other investment companies, except in
compliance with the Investment Company Act and applicable state securities laws
or as part of a merger, consolidation, acquisition or reorganization involving
the Fund.

            13. Issue senior securities, except that a Fund may borrow money as
permitted by restrictions 6 and 7 above.  This restriction shall not prohibit
the Funds from engaging in short sales, options, futures and foreign currency
transactions.

            14. Enter into transactions for the purpose of arbitrage, or invest
in commodities and commodities contracts, except that a Fund may invest in stock
index, currency and financial futures contracts and related options in
accordance with any rules of the Commodity Futures Trading Commission.

            15. Purchase or write options on securities, except for hedging
purposes and then only if (i) aggregate premiums on call options purchased by a
Fund do not exceed 5% of its net assets, (ii) aggregate premiums on put options
purchased by a Fund do not exceed 5% of its net assets, (iii) not more than 25%
of a Fund's net assets would be hedged, and (iv) not more than 25% of a Fund's
net assets are used as cover for options written by the Fund.  This restriction
does not apply to the Value Fund.

            MONEY MARKET FUND RESTRICTIONS.  Investment by the Money Market
Fund are subject to limitations imposed under regulations adopted by the
Securities and Exchange Commission.  These regulations generally require the
Money Market Fund to acquire only U.S. dollar denominated obligations maturing
in 397 days or less and to maintain a dollar-weighted average portfolio maturity
of 90 days or less.  In addition, the Money Market Fund may acquire only
obligations that present minimal credit risks and that are "eligible securities"
which means they are (i) rated, at the time of investment, by at least two
nationally recognized security rating organizations (or one, if it is the only
organization rating such obligation) in the highest short-term rating category
or, if unrated, determined to be of comparable quality (a "first tier
security"), or (ii) rated according to the foregoing criteria in the second
highest short-term rating category or, if unrated, determined to be of
comparable quality ("second tier security").  A security is not considered to be
unrated if its issuer has outstanding obligations of comparable priority and
security that have a short-term rating.  The Investment Adviser will determine
that an obligation presents minimal credit risks or that unrated instruments are
of comparable quality


                                      B-35
<PAGE>

in accordance with guidelines established by the Board of Trustees.  The
Trustees must also approve or ratify the acquisition of unrated securities or
securities rated by only one rating organization.  In addition, investments in
second tier securities are subject to the further constraints that (i) no more
than 5% of the Money Market Fund's assets may be invested in such securities in
the aggregate, and (ii) any investment in such securities of one issuer is
limited to the greater of 1% of the Fund's total assets or $1 million.  In
addition, the Money Market Fund may only invest up to 25% of its total assets in
the first tier securities of a single issuer for three business days.

            OPERATING RESTRICTIONS.  As a matter of operating (not fundamental)
policy adopted by the Board of Trustees, no Fund:

            1.   May invest in interests in oil, gas or other mineral
exploration or development programs or leases, or real estate limited
partnerships, although a Fund may invest in the securities of companies which
invest in or sponsor such programs.

            2.   May purchase any security if as a result of the Fund would
then have more than 5% of its total assets (taken at current value) invested in
securities of companies (including predecessors) having a record of less than
three years of continuous operation, except in compliance with the Investment
Company Act or as part of a merger, consolidation, acquisition or reorganization
involving the Fund.
   
            3.   May purchase securities of any issuer if any officer or
trustee of the Trust or of any Investor, or any officer or director of the
Administrator, the Placement Agent, the Investment Adviser, owning more than 1/2
of 1% of the outstanding securities of such issuer, own in the aggregate more
than 5% of the outstanding securities of such issuer.
    
            4.   May lend any securities from its portfolio unless the value of
the collateral received therefor is continuously maintained in an amount not
less than 100% of the value of the loaned securities by marking to market daily.

            5.   May invest in warrants valued, at the lower of cost or market,
in excess of 5% of the market value of the Fund's net assets, or in excess of 2%
of the market value of the Fund's net assets if such warrants are not listed on
the New York Stock Exchange or the American Stock Exchange, as of the date of
investment; provided, however, that the Fully Discretionary and Short-
Intermediate Funds may not invest in warrants.

            6.    May purchase or write options on securities (Value Fund
only).

            BLUE SKY RESTRICTIONS.  In order to permit the sale of Interests of
a Fund or securities of Investors in certain states, the Board of Trustees may,
in its sole discretion, adopt additional restrictions on investment policies
more restrictive than those described above.  Should the Trustees determine that
any such restrictive policy is no longer in the best interests of a Fund



                                      B-36
<PAGE>

or and its shareholders, the Trust may cease offering Interests of a Trust in
the state involved and the Board of Trustees may revoke such restrictive policy.
Moreover, if the states involved no longer require any such restrictive policy,
the Board of Trustees may, in its sole discretion, revoke such policy.

            The Trust has agreed, in connection with certain undertakings given
by Nicholas-Applegate Mutual Funds to the State of South Dakota, that (i) no
Fund will invest more than 10% of its total assets in interests in real estate
investment trusts, (ii) no Fund will invest more than 15% of its total assets in
equity securities of issuers which are not readily marketable, in securities of
issuers which the Fund is restricted from selling without registration under the
Securities Act (other than restricted securities eligible for resale pursuant to
Rule 144A under the Securities Act that have been determined by the Master
Trust's Board of Trustees to be liquid based upon the trading markets for the
securities), and securities of unseasoned issuers referred to in restriction 2
above, and (iii) the Trust will provide adequate notice to each Investor of
changes in such restrictions to enable such Investor to provide at least 30 days
advance notice of such changes to its shareholders.

            The Trust has agreed, in connection with certain undertakings given
by Nicholas-Applegate Mutual Funds to the State of Texas, that the International
Fund will not make short sales of securities or maintain a short position if to
do so could create liabilities or require collateral deposits and segregation of
assets aggregating more than 25% of the Fund's net assets.

            The Trust has agreed, in connection with certain undertakings given
by Nicholas-Applegate Mutual Funds to the State of Ohio, that no Fund will
invest more than 50% of its total assets in the securities of issuers which
together with any predecessors have a record of less than three years continuous
operation or securities of issuers which are restricted as to disposition
(including without limitation securities issued pursuant to Rule 144A under the
Securities Act of 1933).

ITEM 14.  MANAGEMENT OF THE TRUST.

            The names and addresses of the trustees and officers of the Trust,
their positions and offices with the Trust, and their principal occupations
during the past five years are set forth below (except as indicated below, the
business address of all such persons is 600 West Broadway, 30th Floor, San
Diego, California 92101):

   
            ARTHUR E. NICHOLAS, TRUSTEE AND CHAIRMAN OF THE BOARD OF
TRUSTEES.*/  Managing Partner and Chief Investment Officer, Nicholas-Applegate
Capital Management, since 1984.  Director and Chairman of the Board of Directors
of Nicholas-Applegate Fund, Inc., a registered investment company, since 1987.
    

            DANN V. ANGELOFF, TRUSTEE.  727 West Seventh Street, Los Angeles,
California.  President, The Angeloff Company, corporate financial advisers
(since 1976); Director Nicholas-


                                      B-37
<PAGE>

Applegate Fund, Inc. (since 1987); Trustee (1979 to 1987) and University
Counselor to the President (since 1987), University of Southern California;
Director, Public Storage, Inc., a real estate investment trust (since 1980),
SEDA Specialty Packaging, Inc. (since 1993), and Bonded Motors, Inc., an
automotive engine remanufacturer (since 1996).

   
            WALTER E. AUCH, TRUSTEE*/.  6001 North 62nd Place, Paradise Valley,
Arizona.  Director, Geotech Communications, Inc., a mobile radio communications
company (since 1987); Express America Corporation, a mortgage banking company
(since 1992); Fort Dearborn Fund (since 1987); Brinson Funds (since 1994), and
Smith Barney Trak Fund (since 1992), registered investment companies; Pimco
Advisors L.P., an investment manager (since 1994); and Banyan Realty Fund (since
1987), Banyan Strategic Land Fund (since 1987), Banyan Strategic Land Fund II
(since 1988), and Banyan Mortgage Fund (since 1988), real estate investment
trusts.  Formerly Chairman and Chief Executive Officer, Chicago Board Options
Exchange (1979 to 1986) and Senior Executive Vice President, Director and Member
of the Executive Committee, PaineWebber, Inc. (until 1979).  Mr. Auch is
considered to be an "interested person" of the Trust under the 1940 Act because
he is on the board of a company a subsidiary of which is a broker-dealer.

            THEODORE J. COBURN, TRUSTEE.  17 Cotswold Road, Brookline,
Massachusetts.  Partner, Brown Coburn & Co., an investment banking firm (since
1991), and research associate, Harvard Graduate School of Education (since
1996); Director, Nicholas-Applegate Fund, Inc. (since 1987), Emerging Germany
Fund (since 1991), Moovies, Inc. (since 1995).  Formerly Managing Director of
Global Equity Transactions Group and member of the Board of Directors,
Prudential Securities (from 1986 to June 1991).

            DARLENE DEREMER, TRUSTEE.*/  155 South Street, Wrentham,
Massachusetts.  President and Founder, DeRemer Associates, a marketing
consultant for the financial services industry (since 1987); Vice President,
PBNG Funds, Inc. (since 1995); formerly Vice President and Director, Asset
Management Division, State Street Bank and Trust Company (from 1982 to 1987),
and Vice President, T. Rowe Price & Associates (1979 to 1982).  Director, Jurika
& Voyles Fund Group (since 1994), Nicholas-Applegate Strategic Opportunities,
Ltd. (since 1994), Nicholas-Applegate Securities International (since 1994) and
King's Wood Montesori School (since 1995); Member of Advisory Board, Financial
Women's Association (since 1995).  Ms. DeRemer is considered to an "interested
person" of the Trust under the 1940 Act because DeRemer Associates received
$100,778 in 1995 and $54,247 in 1994 from the Investment Adviser as compensation
for consulting services provided in connection with its institutional business.

            GEORGE F. KEANE, TRUSTEE.  450 Post Road East, Westport,
Connecticut.  President Emeritus and Senior Investment Adviser, The Common Fund,
a non-profit investment management organization representing educational
institutions (since 1993), after serving as its President (from 1971 to 1992);
Member of Investment Advisory Committee, New York State Common Retirement Fund
(since 1982); Director and Chairman of the Investment Committee,
    


                                      B-38
<PAGE>

   
United Negro College Fund (since 1987); Director, United Educators Risk
Retention Group (since 1989); Director, RCB Trust Company (since 1991);
Director, School, College and University Underwriters Ltd. (since 1986);
Director, Universal Stainless & Alloy Products Inc. (since 1994).  Formerly
President, Endowment Advisers, Inc. (from August 1987 to December 1992).
    

            JOHN D. WYLIE, PRESIDENT.  Partner (since January 1994), Chief
Investment Officer-Investor Services Group (since December 1995), and Portfolio
Manager (since January 1990), Nicholas-Applegate Capital Management.

            THOMAS PINDELSKI, CHIEF FINANCIAL OFFICER.  Partner (since January
1996) and Chief Financial Officer, Nicholas-Applegate Capital Management (since
January 1993), and Chief Financial Officer, Nicholas-Applegate Securities (since
January 1993); Chief Financial Officer, Nicholas-Applegate Mutual Funds (since
March 1993); formerly Chief Financial Officer, Aurora Capital Partners/WSGP
Partners L.P., an investment partnership (from November 1988 to January 1993),
and Vice President and Controller, Security Pacific Merchant Banking Group (from
November 1986 to November 1988).

            PETER J. JOHNSON, VICE PRESIDENT.  Partner and Director-Client
Services/Marketing, Nicholas-Applegate Capital Management (since January 1992)
and Vice President, Nicholas-Applegate Securities (since December 1995);
formerly, Marketing Director Pacific Financial Asset Management Company, an
investment management firm (from July 1989 to December 1991).

            E. BLAKE MOORE, JR., SECRETARY.  General Counsel and Secretary,
Nicholas-Applegate Capital Management and Nicholas-Applegate Securities (since
1993); formerly Attorney, Luce, Forward, Hamilton & Scripps (from 1989 to 1993).


            Each Trustee who is not an officer or affiliate of the Trust, the
Investment Adviser or the Distributor receives an aggregate annual fee of
$10,000 for services rendered as a Trustee of the Trust, and $1,000 for each
meeting attended.  Each Trustee is also reimbursed for out-of-pocket expenses
incurred as a Trustee.  The Trustees and officers of the Trust, as a group, own
less than 1% of the outstanding Interests of the Trust.

            The following table sets forth the aggregate compensation paid by
the Trust for the fiscal year ended March 31, 1996, to the Trustees who are not
affiliated with the Investment Adviser and the aggregate compensation paid to
such Trustees for service on the Trust's board and that all other funds in the
"Trust complex" (as defined in Schedule 14A under the Securities Exchange Act of
1934):


                                      B-39
<PAGE>


<TABLE>
<CAPTION>

                                                           Pension or
                                 Aggregate                 Retirement             Estimated Annual      Total Compensation
                                 Compensation from         Benefits Accrued       Benefits Upon         from Trust and Trust
 Name                            Trust                     as Part of Trust       Retirement            Complex Paid to
                                                           Expenses                                     Trustee
- -----------------------------------------------------------------------------------------------------------------------------
 <S>                             <C>                       <C>                    <C>                   <C>
 Dann V. Angeloff                $ 15,500                  None                   N/A                   $ 32,500 (13*)

 Walter E. Auch                  $ 15,000                  None                   N/A                   $ 15,000 (12*)
 Theodore J. Coburn              $ 15,000                  None                   N/A                   $ 29,000 (13*)

 Darlene DeRemer                 $ 15,000                  None                   N/A                   $ 15,000 (12*)

 George F. Keane                 $ 15,000                  None                   N/A                   $ 15,000 (12*)
</TABLE>




*  Indicates total number of funds in Trust complex, including the Funds.


          The Declaration of Trust of the Trust provides that obligations of the
Trust are not binding upon its Trustees, officers, employees and agents
individually and that the Trustees, officers, employees and agents will not be
liable to the Trust or its Investors for any action or failure to act, but
nothing in the Declaration of Trust protects a Trustee, officer, employee or
agent against any liability to the Trust or its Investors to which the Trustee,
officer, employee or agent would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of his or her
duties.  The Declaration of Trust also provides that the debts, liabilities,
obligations and expenses incurred, contracted for or existing with respect to a
designated Fund shall be enforceable against the assets and property of such
Fund and its Investors and not against the assets or property of any other Fund
or the Investors therein.

ITEM 15.  CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
   
          As of October 31, 1996, there were issued and outstanding the
following beneficial interests in the Funds:  $492,223,108 of the Core Growth 
Fund, of which 16.96% were owned by Nicholas-Applegate Core Growth Portfolio A,
5.01% were owned by Nicholas-Applegate Core Growth Portfolio B, 37.08% were 
owned by Nicholas-Applegate Core Growth Portfolio C, 38.33% were owned by 
Nicholas-Applegate Core Growth Institutional Portfolio, and 2.62% were owned 
by Nicholas-Applegate Core Growth Qualified Portfolio; $122,063,495 of the 
Income & Growth Fund, of which 25.11% were owned by Nicholas-Applegate Income 
& Growth Portfolio A, 6.32% were owned by Nicholas-Applegate Income & Growth 
Portfolio B, 51.23% were owned by Nicholas-Applegate Income Growth, Portfolio 
C, 14.27% were owned by Nicholas-Applegate Income and Growth Institutional 
Portfolio, and 3.06% were owned by Nicholas-Applegate Income & Growth 
Qualified Portfolio; $26,272,604 of the Balanced Fund, of which 22.02% were 
owned by Nicholas-Applegate Balanced Growth Portfolio A, 7.77% were owned by 
Nicholas-Applegate Balanced Growth
    


                                      B-40
<PAGE>
   

Portfolio B, 67.82% were owned by Nicholas-Applegate Balanced Growth 
Portfolio C, and 2.39% were owned by Nicholas-Applegate Balanced Growth 
Institutional Portfolio, and 0.01% were owned by Nicholas-Applegate Balanced 
Growth Qualified Portfolio; $100,784,559 of the Worldwide Fund, of which 
23.81% were owned by Nicholas-Applegate Worldwide Growth Portfolio A, 4.06% 
were owned by Nicholas-Applegate Worldwide Growth Portfolio B, 69.93% were 
owned by Nicholas-Applegate Worldwide Growth Portfolio C and 2.20% were owned 
by Nicholas-Applegate Worldwide Growth Institutional Portfolio and 0.01% were 
owned by Nicholas-Applegate Worldwide Growth Qualified Portfolio; $47,383,113 
of the International Growth Fund, of which 5.71% were owned by 
Nicholas-Applegate International Growth Portfolio A, 5.98% were owned by 
Nicholas-Applegate International Growth Portfolio B, 5.27% were owned by 
Nicholas-Applegate International Growth Portfolio C, 82.86% were owned by 
Nicholas-Applegate International Growth Institutional Portfolio, 0.06% were 
owned by Nicholas-Applegate International Qualified Portfolio and 0.12% were 
owned by Nicholas-Applegate Capital Management Profit Sharing Plan.; 
$571,925,621 of the Emerging Countries Fund, of which 26.89% were owned by 
Nicholas-Applegate Emerging Countries Portfolio A, 4.39% were owned by 
Nicholas-Applegate Emerging Countries Portfolio B, 39.55% were owned by 
Nicholas-Applegate Emerging Countries Portfolio C, 29.05% were owned by 
Nicholas-Applegate Emerging Countries Institutional Portfolio and 0.12% were 
owned by Nicholas-Applegate Emerging Countries Qualified Portfolio; 
$6,955,199, of Nicholas-Applegate Government Income Fund, of which 21.41% 
were owned by Nicholas-Applegate Government Income Portfolio A, 17.56% were 
owned by Nicholas-Applegate Government Income Portfolio B, 61.02% were owned 
by Nicholas-Applegate Government Income Portfolio C, and 0.02% were owned by 
Nicholas-Applegate Government Income Qualified Portfolio; $571,925,621 of the 
Emerging Growth Fund, of which 26.89% were owned by Nicholas-Applegate 
Emerging Growth Portfolio A, 4.39% were owned by Nicholas-Applegate Emerging 
Growth Fund Portfolio B, 39.55% were owned by Nicholas-Applegate Emerging 
Growth Portfolio C, 29.05% were owned by Nicholas-Applegate Emerging 
Growth Institutional Portfolio, and 0.12% were owned by Nicholas-Applegate 
Emerging Growth Qualified Portfolio; $28,482,906 of the Money Market Fund, of 
which 99.73% were owned by Nicholas-Applegate Money Market Portfolio and 
0.27% were owned by Nicholas-Applegate Profit Sharing Plan; $29,449,748 of 
the Mini-Cap Fund, of which 98.93% were owned by Nicholas-Applegate Mini-Cap 
Institutional Portfolio and 1.07% were owned by Nicholas-Applegate Profit 
Sharing Plan; $4,528,533 of the Fully Discretionary Income Fund, of which 
98.82% were owned by Nicholas-Applegate Fully Discretionary Income 
Institutional Portfolio and 1.18% were owned by Nicholas-Applegate Profit 
Sharing Plan; and $4,924,781 of the Short-Intermediate Fixed Income Fund, of 
which is 98.92% were owned by Nicholas-Applegate Short-Intermediate Fixed 
Income Institutional Portfolio and 1.08% were owned by Nicholas-Applegate 
Profit Sharing Plan; $2,461,767 of the Value Fund, of which 98.83% were owned 
by Nicholas-Applegate Value Institutional Portfolio and 1.17% were owned by 
Nicholas-Applegate Profit Sharing Plan.
    


                                      B-41
<PAGE>

ITEM 16.  INVESTMENT ADVISORY AND OTHER SERVICES.

INVESTMENT ADVISER

          The Investment Adviser was organized in August 1984 to manage
discretionary accounts investing primarily in publicly traded equity securities
and securities convertible into or exercisable for publicly traded equity
securities, with the goal of capital appreciation.  Its general partner is
Nicholas-Applegate Capital Management, Holdings, L.P., a California limited
partnership of which the general partner is Nicholas-Applegate Capital
Management Holdings Inc., a California corporation owned by Mr. Nicholas.  The
Investment Adviser currently has fourteen partners (including Mr. Nicholas) who
manage approximately 325 employees, including 28 portfolio managers.

          Personnel of the Investment Adviser may invest in securities for their
own accounts pursuant to a Code of Ethics that sets forth all partners' and
employees' fiduciary responsibilities regarding the Funds, establishes
procedures for personal investing, and restricts certain transactions.  For
example, all personal trades in most securities require pre-clearance, and
participation in initial public offerings is prohibited.  In addition,
restrictions on the timing of personal investing in relation to trades by the
Funds and on short-term trading having been adopted.

          Under the Investment Advisory Agreement between the Trust and the
Investment Adviser, the Trust retains the Investment Adviser to manage the
Funds' investment portfolios, subject to the direction of the Board of Trustees.
The Investment Adviser is authorized to determine which securities are to be
bought or sold by the Funds and in what amounts.

          The amounts of the advisory fees paid to the Investment Advisor for
the fiscal year ended March 31, 1996, and the amounts of the deferrals in fees
(or recoupment of fees previously deferred) as a result of the expense
limitations and fee waivers, were as follows:

FUND                               ADVISORY FEES       FEE DEFERRALS
- ----                               -------------       -------------

Core Growth Fund                  $2,563,061             -0-

Emerging Growth Fund              $5,190,853             -0-

Income & Growth Fund              $  723,032          ($  4,263)

Balanced Growth Fund              $   75,048            $ 94,371

Worldwide Growth Fund             $  922,328            $ 58,228

International Growth Fund         $   69,849            $117,278



                                      B-42
<PAGE>


Government Fund                          -0-            $ 80,735

Money Market Fund                        -0-            $ 93,976

Emerging Countries Fund           $   49,827            $ 57,853

Mini-Cap Fund                     $   57,094            $ 40,723

Fully Discretionary Fund                 -0-            $ 16,120

Short Intermediate Fund                  -0-            $ 14,974

            The Investment Advisory Agreement provides that the Investment
Adviser will not be liable for any error of judgment or for any loss suffered by
a Fund or the Trust in connection with the matters to which the Investment
Advisory Agreement relates, except for liability resulting from willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of the Investment Adviser's reckless disregard of its duties and
obligations under the Investment Advisory Agreement.  The Trust has agreed to
indemnify the Investment Adviser against liabilities, costs and expenses that
the Investment Adviser may incur in connection with any action, suit,
investigation or other proceeding arising out of or otherwise based on any
action actually or allegedly taken or omitted to be taken by the Investment
Adviser in connection with the performance of its duties or obligations under
the Investment Advisory Agreement or otherwise as an investment adviser of the
Trust.  The Investment Adviser is not entitled to indemnification with respect
to any liability to the Trust or its shareholders by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
of its reckless disregard of its duties and obligations under the Investment
Advisory Agreement.

            The Investment Advisory Agreement provides that it will terminate
in the event of its assignment (as defined in the Investment Company Act).  The
Investment Advisory Agreement may be terminated by the Trust (by the Board of
Trustees or vote of a majority of the outstanding voting securities of the
Trust, as defined in the Investment Company Act) or the Investment Adviser upon
60 days' written notice, without payment of any penalty.  The Investment
Advisory Agreement provides that it will continue in effect for a period of more
than two years from its execution only so long as such continuance is
specifically approved at least annually in conformity with the Investment
Company Act.

ADMINISTRATOR

            The Administrator of the Trust is Investment Company Administration
Corporation, 4455 East Camelback Road, Suite 261-E, Phoenix, Arizona 85018.


                                      B-43
<PAGE>


            Pursuant to an Administration Agreement with the Trust, the
Administrator is responsible for performing all administrative services required
for the daily business operations of the Trust, subject to the supervision of
the Board of Trustees of the Trust.  The Administrator has no supervisory
responsibility over the investment operations of the Funds.  The management or
administrative services of the Administrator for the Trust are not exclusive
under the terms of the Administration Agreement and the Administrator is free
to, and does, render management and administrative services to others.  The
Administrator also provides an assistant treasurer and an assistant secretary
for the Trust.

            In connection with its management of the corporate affairs of the
Trust, the Administrator pays the salaries and expenses of all its personnel and
pays all expenses incurred in connection with managing the ordinary course of
the business of the Trust, other than expenses assumed by the Trust as described
below.

            Under the terms of the Administration Agreement, the Trust is
responsible for the payment of the following expenses:  (a) the fees and
expenses incurred by the Trust in connection with the management of the
investment and reinvestment of their assets, (b) the fees and expenses of
Trustees and officers of the Trust who are not affiliated with the
Administrator, the Investment Adviser, (c) out-of-pocket travel expenses for the
officers and Trustees of the Trust and other expenses of Board of Trustees'
meetings, (d) the fees and certain expenses of the Trust's Custodian, (e) the
fees and expenses of the Transfer and Dividend Disbursing Agent that relate to
the maintenance of each shareholder account, (f) the charges and expenses of the
Trust's legal counsel and independent accountants, (g) brokerage commissions and
any issue or transfer taxes chargeable to Trustees and officers of the Trust in
connection with securities transactions, (h) all taxes and corporate fees
payable by the Trust to federal, state and other governmental agencies, (i) the
fees of any trade association of which the Trust may be a member, (j) the cost
of maintaining the Trust's existence, taxes and interest, (k) the cost of
fidelity and liability insurance, (l) allocable communication expenses with
respect to Investor services and all expenses of Investors' and Board of
Trustees' meetings and of preparing, printing and mailing prospectuses and
reports to Investors, (m) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the business of
the Trust, and (n) expenses assumed by the Trust in connection with private
placement transactions regarding Interests of the Funds.

            The Administration Agreement provides that the Administrator will
not be liable for any error of judgment or for any loss suffered by the Trust in
connection with the matters to which the Administration Agreement relates,
except a loss resulting from the Administrator's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties.  The Administration
Agreement may be terminated without penalty by either the Administrator or the
Trust (by the Board of Trustees or vote of a majority of the outstanding voting
securities of the Trust, as defined in the Investment Company Act), upon 60
days' written notice.  The Administration Agreement will continue in effect only
so long as such continuance is specifically approved at least annually in
conformity with the Investment Company Act.


                                      B-44
<PAGE>


CUSTODIAN

            PNC Bank acts as Custodian of the Funds pursuant to a Custodian
Services Agreement.  The Custodian (i) maintains a separate account or accounts
in the name of each Fund, (ii) holds and disburses portfolio securities on
account of each Fund, (iii) makes receipts and disbursements of money on behalf
of each Fund, (iv) collects and receives all income and other payments and
distributions on account of the Funds' portfolio securities held by the
Custodian, (v) responds to correspondence from security brokers and others
relating to its duties and (vi) makes periodic reports to the Board of Trustees
concerning its duties thereunder.  Under the Custodian Services Agreement, the
Funds will reimburse the Custodian for its costs and expenses in providing
services thereunder.

COUNSEL

   
            Paul, Hastings, Janofsky & Walker LLP, 555 South Flower Street, Los
Angeles, California 90071, serves as counsel to the Trust and will pass on the
legality of the Interests offered hereby and has reviewed the portions of Part A
and Part B concerning taxes.  It also acts as legal counsel for the Investment
Adviser and Placement Agent, and for Nicholas-Applegate Mutual Funds.

INDEPENDENT AUDITORS

            Ernst & Young, L.L.P., independent auditors, has been selected as
auditor of the Funds for the fiscal year ended March 31, 1997, and will provide
audit services, tax return preparation, and assistance with respect to the
preparation of filings with the Securities and Exchange Commission.  Its
principal business address is 515 South Flower Street, Los Angeles, California
90071.
    

ITEM 17.  BROKERAGE ALLOCATION AND OTHER PRACTICES.

            Subject to policies established by the Board of Trustees, the
Investment Adviser is primarily responsible for the execution of the Funds'
portfolio transactions and the allocation of the brokerage business.  In
executing such transactions, the Investment Adviser will seek to obtain the best
price and execution for the Funds, taking into account such factors as price,
size of order, difficulty and risk of execution and operational facilities of
the firm involved.  Securities in which the Funds invest may be traded in the
over-the-counter markets, and the Funds deal directly with the dealers who make
markets in such securities except in those circumstances where better prices and
execution are available elsewhere.  Commission rates are established pursuant to
negotiation with brokers or dealers based on the quality or quantity of services
provided in light of generally prevailing rates, and while the Investment
Adviser generally seeks reasonably competitive commission rates, the Funds do
not necessarily pay the lowest commissions available.  The allocation of orders
among brokers and the commission rates paid are reviewed periodically by the
Board of Trustees.


                                      B-45
<PAGE>


            The Funds have no obligation to deal with any broker or group of
brokers in executing transactions in portfolio securities.  Subject to obtaining
the best price and execution, brokers who provide supplemental research, market
and statistical information and other research services and products to the
Investment Adviser may receive orders for transactions by the Funds.  Such
information, services and products are those which brokerage houses customarily
provide to institutional investors, and include items such as statistical and
economic data, research reports on particular companies and industries, and
computer software used for research with respect to investment decisions.
Information, services and products so received are in addition to and not in
lieu of the services required to be performed by the Investment Adviser under
the Investment Advisory Agreement and the expenses of the Investment Adviser are
not necessarily reduced as a result of the receipt of such supplemental
information, services and products.  Such information, services and products may
be useful to the Investment Adviser in providing services to clients other than
the Trust, and not all such information, services and products are used by the
Investment Adviser in connection with the Funds.  Similarly, such information,
services and products provided to the Investment Adviser by brokers and dealers
through whom other clients of the Investment Adviser effect securities
transactions may be useful to the Investment adviser in providing services to
the Funds.  The Investment Adviser is authorized to pay higher commission on
brokerage transactions for the Funds to brokers in order to secure the
information, services and products described above, subject to review by the
Board of Trustees from time to time as to the extent and continuation of this
practice.

            Although investment decisions for the Trust are made independently
from those of the other accounts managed by the Investment Adviser, investments
of the kind made by the Funds may often also be made by such other accounts.
When a purchase or sale of the same security is made at substantially the same
time on behalf of the Funds and one or more other accounts managed by the
Investment Adviser, available investments are allocated in the discretion of the
Investment Adviser by such means as, in its judgment, result in fair treatment.
The Investment Adviser aggregates orders for purchases and sales of securities
of the same issuer on the same day among the Funds and its other managed
accounts, and the price paid to or received by the Funds and those accounts is
the average obtained in those orders.  In some cases, such aggregation and
allocation procedures may affect adversely the price paid or received by the
Funds or the size of the position purchased or sold by the Funds.

            In the over-the-counter market, securities are generally traded on
a "net" basis with dealers acting as principal for their own accounts without a
stated commission, although the price of the security usually includes a profit
to the dealer.  In underwritten offerings, securities are purchased at a fixed
price which includes an amount of compensation to the underwriter, generally
referred to as the underwriter's commission or discount.  On occasion, certain
money market instruments and agency securities may be purchased directly from
the issuer, in which case no commissions or discounts are paid.

            During the fiscal year ended March 31, 1996, the following Funds
acquired securities of their regular brokers or dealers (as defined in Rule 10b-
1 under the Investment Company Act)


                                      B-46
<PAGE>

or their parents, including repurchase agreements: Income & Growth Fund --
Merrill Lynch & Co., Inc., Donaldson, Lufkin & Jenrette; Balanced Growth Fund --
Bear Stearns, Inc., Salomon Brothers, Inc.; Core Growth Fund -- Lehman
Brotheres, Inc., Bear Stearns, Inc., Alex Brown, Inc., Morgan Stanley Group,
Inc.  The aggregate holdings of such securities were as follows as of March 31,
1996:  Core Growth Fund - $8,197,548; Balanced Growth Fund - $440,075; Worldwide
Growth Fund - $20,600; Government Income Fund - $103,846; Money Market Fund -
$1,962,750.

            The aggregate dollar amount of brokerage commissions paid by the
Funds during the last three fiscal years of the Trust were as follows:


                                                YEAR ENDED
                              -----------------------------------------------
                                 March 31,       March 31,        March 31,
                                   1996            1995             1994
                                ----------       ---------       ----------
Worldwide Fund                  $  484,310       $ 344,167       $  390,163


International Growth Fund          116,735          69,187            3,146

Core Growth Fund                   862,396         728,347          698,807

Emerging Growth Fund             1,038,140         649,053          525,555

Income & Growth Fund                83,459         174,247          131,675

Balanced Fund                       51,038          44,386           51,142

Government Fund                          3               0              516

Money Market Fund                        0               0                0

Emerging Countries Fund            169,728          20,701              N/A

Fully Discretionary Fund                 0             N/A              N/A

Short-Intermediate Fund                  0             N/A              N/A

Mini-Cap Fund                       40,185             N/A              N/A

Global Growth Fund                       0               0              N/A



                                      B-47
<PAGE>


Of the total commissions paid during the fiscal year ended March 31, 1996,
$2,136,382 (75.1%) were paid to firms which provided research, statistical or
other services to the Investment Adviser.

ITEM 18.  CAPITAL STOCK AND OTHER SECURITIES.

DESCRIPTION OF INTERESTS

            Rule 18f-2 under the Investment Company Act provides that any
matter required to be submitted to the holders of the outstanding voting
securities of an investment company such as the Trust shall not be deemed
to have been effectively acted upon unless approved by a majority of the
outstanding Interests of each Fund of the Trust affected by the matter.  A
Fund is not affected by a matter unless it is clear that the interests of such
Fund in the matter are substantially identical or that the matter does not
affect any interest of such Fund.  Under Rule 18f-2, the approval of an
investment advisory agreement or Rule 12b-1 distribution plan or any change
in a fundamental investment policy would be effectively acted upon with respect
to a Fund only if approved by a majority of the outstanding Interests of such
Fund.  However, the rule also provides that the ratification of independent
public accountants, the approval of principal underwriting contracts and the
election of directors may be effectively acted upon by Investors of the Trust
voting without regard to Fund.

             Unless otherwise provided by law (for example, by Rule 18f-2
discussed above) or by the Trust's Declaration of Trust, the Trust may take or
authorize any action upon the favorable vote of the holders of more than 50% of
the outstanding Interests of the Trust voting without regard to any particular
Fund.

REPORTS

            Investors will receive unaudited semi-annual reports describing the
Trust's investment operations and annual financial statements audited by
independent accountants.

REGISTRATION STATEMENT

The Registration Statement of the Trust, including exhibits filed therewith, may
be examined at the office of the Securities and Exchange Commission in
Washington, D.C.  Statements contained in Part A or Part B of such Registration
Statement as to the contents of any contract or other document referred to
therein are not necessarily complete, and in each instance reference is made to
the copy of such contract or other document filed as an exhibit to such
Registration Statement, such statement being qualified in all respects by such
reference.


                                      B-48
<PAGE>


ITEM 19.  PURCHASE, REDEMPTION AND PRICING OF INTERESTS BEING OFFERED.

REDEMPTION IN KIND

The Trust intends to pay in cash for all Interests of a Fund redeemed, but
reserves the right to make payment wholly or partly in readily marketable
investment securities.  In such cases, an Investor may incur brokerage costs in
converting such securities to cash.  However, the Trust has elected to be
governed by the provisions of Rule 18f-1 under the Investment Company Act,
pursuant to which it is obligated to pay in cash all requests for redemptions by
any Investor of record, limited in amount with respect to each Investor during
any 90-day period to the lesser of $250,000 or 1% of the net asset value of the
Trust at the beginning of such period.

PRICING OF INTERESTS

The value of the investments and assets of a Fund is determined each business
day.  Investment securities, including ADRs and EDRs, that are traded on a
domestic or foreign stock exchange or on the NASDAQ National Market System are
valued at the last sale price as of the close of business on the New York Stock
Exchange (normally 4:00 P.M. New York time) on the day the securities are being
valued, or lacking any sales, at the mean between the closing bid and asked
prices.  Securities listed or traded on certain foreign exchanges whose
operations are similar to the United States over-the-counter market are valued
at the price within the limits of the latest available current bid and asked
prices deemed by the Investment Adviser best to reflect fair value.  A security
which is listed or traded on more than one exchange is valued at the quotation
on the exchange determined to be the primary market for such security by the
Investment Adviser.  Listed securities that are not traded on a particular day
and other over-the-counter securities are valued at the mean between the closing
bid and asked prices.

In the event that the New York Stock Exchange adopts different trading hours on
either a permanent or temporary basis, the Board of Trustees will reconsider the
time at which net asset value is computed.  In addition, the asset value of the
Fund may be computed as of any time permitted pursuant to any exemption, order
or statement of the Securities and Exchange Commission or its staff.

Long-term debt obligations are valued at the quoted bid price for such
securities or, if such prices are not available, at prices for securities of
comparable maturity, quality and type; however, when the Investment Adviser
deems it appropriate, prices obtained for the day of valuation from a bond
pricing service will be used, as discussed below.  Debt securities with
maturities of 60 days or less are valued at amortized cost if their term to
maturity from date of purchase is less than 60 days, or by amortizing, from the
sixty-first day prior to maturity, their value on the sixty-first day prior to
maturity if their term to maturity from date of purchase by the Fund is more
than 60 days, unless this is determined by the Board of Trustees not to
represent fair value.  Repurchase agreements are valued at cost plus accrued
interest.


                                      B-49
<PAGE>

   
          U.S. Government securities are traded in the over-the-counter market
and are valued at the last available bid price, except that securities with a
demand feature exercisable within one to seven days are valued at par.  Such
valuations are based on quotations of one or more dealers that make markets in
the securities as obtained from such dealers, or on the evaluation of a pricing
service.  Options, futures contracts and options thereon, which are traded on
exchanges, are valued at their last sale or settlement price as of the close of
such exchanges or, if no sales are reported, at the mean between the last
reported bid and asked prices.  The individual securities which make up a
synthetic convertible security are valued separately.  If an options or futures
exchange closes later than 4:00 p.m. New York time, the options or futures
traded on it are valued based on the sale price, or on the mean between the bid
and ask prices, as the case may be, as of 4:00 p.m. New York time.
    

          Trading in securities on foreign securities exchanges and over-the-
counter markets is normally completed well before the close of business day in
New York.  In addition, foreign securities trading may not take place on all
business days in New York, and may occur in various foreign markets on days
which are not business days in New York and on which net asset value is not
calculated.  The calculation of net asset value may not take place
contemporaneously with the determination of the prices of portfolio securities
used in such calculation.  Events affecting the values of portfolio securities
that occur between the time their prices are determined and the close of the New
York Stock Exchange will not be reflected in the calculation of net asset value
unless the Board of Trustees deems that the particular event would materially
affect net asset value, in which case an adjustment will be made.  Assets or
liabilities initially expressed in terms of foreign currencies are translated
prior to the next determination of the net asset value into U.S. dollars at the
spot exchange rates at 1:00 p.m. New York time or at such other rates as the
Investment Adviser may determine to be appropriate in computing net asset value.

          Securities and assets for which market quotations are not readily
available, or for which the Board of Trustees or persons designated by the Board
determine that the foregoing methods do not accurately reflect current market
value, are valued at fair value as determined in good faith by or under the
direction of the Board of Trustees.  Such valuations and procedures will be
reviewed periodically by the Board of Trustees.

          The Trust may use a pricing service approved by the Board of Trustees.
Prices provided by such a service represent evaluations of the mean between
current bid and asked market prices, may be determined without exclusive
reliance on quoted prices, and may reflect appropriate factors such as
institution-size trading in similar groups of securities, yield, quality, coupon
rate, maturity, type of issue, individual trading characteristics, indications
of values from dealers, and other market data.  Such services may use electronic
data processing techniques and/or a matrix system to determine valuations.  The
procedures of such services are reviewed periodically by the officers of the
Trust under the general supervision and responsibility of its Board of Trustees,
which may replace a service at any time if it determines that it is in the best
interests of the Trust to do so.


                                      B-50
<PAGE>


 MONEY MARKET FUND

          The calculation of the net asset value per share of the Money Market
Fund is based upon Rule 2a-7 under the Investment Company Act.  Under the Rule,
the Money Market Fund must maintain a dollar-weighted average portfolio maturity
of 90 days or less, purchase instruments having remaining maturities of 13
months or less only (25 months or less in the case of U.S. Government
securities), and invest only in securities determined by the Board of Trustees
to be of high quality with minimal credit risks.  The net asset value per share
of Investors in the Money Market Fund will normally remain constant at $1.00.

          The Money Market Fund determines the value of its portfolio securities
by the amortized cost method.  This method involves valuing an instrument at its
cost and thereafter assuming a constant amortization to maturity of any discount
or premium regardless of the impact of fluctuating interest rates on the market
value of the instrument.  While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price the Money Market Fund would receive if it sold
the instrument.  During these periods, the yield to an Investor may differ
somewhat from that which could be obtained from a similar fund which marks its
portfolio securities to market each day.

ITEM 20.  TAX STATUS.

SPECIAL TAX CONSIDERATIONS

          U.S. GOVERNMENT OBLIGATIONS.  Income received on direct U.S.
Government obligations is exempt from tax at the state level when received
directly and may be exempt, depending on the state, when received by an Investor
from a Fund provided that certain conditions are satisfied.  Interest received
on repurchase agreements collateralized by U.S. Government obligations normally
is not exempt from state taxation.  The Trust will inform Investors annually of
the percentage of income and distributions derived from direct U.S. Government
obligations.  Investors should consult their tax advisers to determine whether
any portion of the income dividends received from the Fund is considered tax
exempt in their particular states.

          With respect to investments in zero coupon Treasury securities,
including STRIPS and CUBES made by the Money Market Fund, that are sold at
original issue discount and thus do not make periodic cash interest payments,
the Fund will be required to include as part of its current income the imputed
interest on such obligations even though the Fund has not received any interest
payments on such obligations during that period.  Because the Fund may have to
sell portfolio securities to distribute such imputed income, which may occur at
a time when the Investment Adviser would not have chosen to sell such securities
and which may result in a taxable gain or loss.

          SECTION 1256 CONTRACTS.  Many of the futures contracts and forward
contracts used by the Funds are "Section 1256 contracts."  Any gains or losses
on Section 1256 contracts are generally credited 60% long-term and 40% short-
term capital gains or losses ("60/40") although gains and losses from hedging
transactions, certain mixed straddles and certain foreign currency transactions
from such contracts may be treated as ordinary in character.  Also, Section 1256
contracts held by


                                      B-51
<PAGE>

the Funds at the end of each taxable year are "marked to market" with the result
that unrealized gains or losses are treated as though they were realized and the
resulting gain or loss is treated as ordinary or 60/40 gain or loss, depending
on the circumstances.

          STRADDLE RULES.  Generally, the hedging transactions and certain other
transactions in options, futures and forward contracts undertaken by the Funds
may result in "straddles" for U.S. federal income tax purposes.  The straddle
rules may affect the character of gains (or losses) realized by the Funds and
their Investors.  In addition, losses realized by the Funds and their Investors
on positions that are part of a straddle may be deferred under the straddle
rules, rather than being taken into account in calculating the taxable income
for the taxable year in which such losses are realized.  Because only a few
regulations implementing the straddle rules have been promulgated, the tax
consequences of transactions in options, futures and forward contracts to the
Funds and their Investors are not entirely clear.  The transactions may increase
the amount of short-term capital gain realized by the Funds which is taxed as
ordinary income when distributed to their Investors.

          The Funds may make one or more of the elections available under the
Code which are applicable to straddles.  If the Funds make any of the elections,
the amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made.  The rules applicable under certain of the elections
operate to accelerate the recognition of gains or losses from the affected
straddle positions.

          Because applications of the straddle rules may affect the character of
gains or losses, defer losses and/or accelerate the recognition of gains or
losses from the affected straddle positions, the amount which must be
distributed to the shareholders, and which will be taxed to shareholders as
ordinary income or long-term capital gain, may be increased or decreased
substantially as compared to a fund that did not engage in such hedging
transactions.

          The 30% limit on gains from the disposition of certain options,
futures, and forward contracts held less than three months and the qualifying
income and diversification requirements applicable to the Investors' assets may
limit the extent to which the Funds will be able to engage in transactions in
futures contracts or forward contracts.

          SECTION 988 GAINS AND LOSSES.  Under the Code, gains or losses
attributable to fluctuations in exchange rates which occur between the time a
Fund accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund actually
collects such receivables or pays such liabilities generally are treated as
ordinary income or loss.  Similarly, gains or losses on disposition of debt
securities denominated in a foreign currency and on disposition of certain
futures attributable to fluctuations in the value of the foreign currency
between the date of acquisition of the security or contract and the date of
disposition also are treated as ordinary gain or loss.  These gains and losses,
referred to under the Code as "Section 988" gains or losses, may increase or
decrease the amount of an Investor's investment company taxable income to be
distributed to its shareholders.

          SHORT SALES.  Generally, capital gain or loss realized by a Fund in a
short sale may be long-term or short-term depending on the holding period of the
short position.  Under a special rule,


                                      B-52
<PAGE>

however, the capital gain will be short-term gain if (1) as of the date of the
short sale, the Fund owned property for the short-term holding period that was
substantially identical to that which the Fund used to close the sale or (2)
after the short sale and on or before its closing, the Fund acquired
substantially similar property.  Similarly, if property substantially identical
to that sold short was held by the Fund for the long-term holding period as of
the date of the short sale, any loss on closing the short position will be long-
term capital loss.  These special rules do not apply to substantially similar
property to the extent such property exceeds the property used by the Fund to
close its short position.

          SWAPS.  No definitive guidance currently exists with respect to the
classification of interest rate swaps and cross-currency swaps as securities or
foreign currencies for purposes of certain of the tests described above.
Accordingly, to avoid the possibility of disqualification as a regulated
investment company, each Fund will limit its positions in swaps to transactions
for the purpose of hedging against interest rate or currency fluctuation risks,
and will treat swaps as excluded assets for purposes of determining compliance
with the diversification test.

          FOREIGN TAX.  Income received by a Fund from sources within foreign
countries may be subject to withholding and other taxes imposed by such
countries.  Tax conventions between certain countries and the U.S. may reduce or
eliminate such taxes.  In addition, the Investment Adviser intends to manage the
Funds with the intention of minimizing foreign taxation in cases  where it is
deemed prudent to do so.  If more than 50% of an Investor's total assets at the
close of its taxable year consists of securities of foreign corporations
(including its pro rata share of foreign securities held by a Fund), the
Investor may be eligible to elect to "pass through" to its shareholders the
Investor's pro rata share of foreign income and similar taxes paid by the Fund.
Each Investor will be notified within 60 days after the close of the Fund's
taxable year the amount of the foreign taxes paid by the Fund for that year.

          Generally, a credit for foreign taxes is subject to the limitation
that it may not exceed an Investor's U.S. tax attributable to its total foreign
source taxable income.  The limitation on the foreign tax credit is applied
separately to foreign source passive income, and to certain other types of
income.  Investors may be unable to claim a credit for the full amount of their
proportionate share of the foreign taxes paid by the Fund.  The foreign tax
credit is modified for purposes of the federal alternative minimum tax and can
be used to offset only 90% of the alternative minimum tax, and foreign taxes
generally are not deductible in computing alternative minimum taxable income.

          ORIGINAL ISSUE DISCOUNT.  Some of the debt securities (with a fixed
maturity date of more than one year from the date of issuance) that may be
acquired by the Funds may be treated as debt securities that are issued
originally at a discount.  Generally, the amount of the original issue discount
("OID") is treated as interest income and is included in income over the term of
the debt security, even though payment of that amount is not received until a
later time, usually when the debt security matures.  A portion of the OID
includible in income with respect to certain high-yield corporation debt
securities may be treated as a dividend for federal income tax purposes.

          Some of the debt securities (with a fixed maturity date of more than
one year from the date of issuance) that may be acquired by the Funds in the
secondary market may be treated as having


                                      B-53
<PAGE>

market discount.  Generally, any gain recognized on the disposition of, and any
partial payment of principal on, a debt security having market discount issued
after July 18, 1994 is treated as ordinary income to the extent the gain, or
principal payment, does not exceed the "accrued market discount" on such debt
security.  Market discount generally accrues in equal daily installments.  The
Funds may make one or more of the elections applicable to debt securities having
market discount, which could affect the character and timing the recognition of
income.

          Some of the debt securities (with a fixed maturity date of one year or
less from the date of issuance) that may be acquired by the Funds may be treated
as having an acquisition discount, or OID in the case of certain types of debt
securities.  Generally, a Fund will be required to include the acquisition
discount, or OID, in income over the term of the debt security, even though
payment of that amount is not received until a later time, usually when the debt
security matures.  The Fund may make one or more of the elections applicable to
the debt securities having acquisition discount, or OID, which could affect the
character and timing of recognition of income.

OTHER TAX INFORMATION

          The Funds may be required to withhold for U.S. federal income taxes
31% of all taxable distributions payable to Investors who fail to provide the
Funds with their correct taxpayer identification number or to make required
certifications, or who have been notified by the Internal Revenue Service that
they are subject to backup withholding.  Corporate Investors and certain other
Investors specified in the Code generally are exempt from such backup
withholding.  Backup withholding is not an additional tax.  Any amounts withheld
may be credited against the shareholder's U.S. federal tax liability.

          The Trust may also be subject to state or local taxes in certain other
states where it is deemed to be doing business.  Further, in those states which
have income tax laws, the tax treatment of the Trust and of Investors of a Fund
with respect to distributions by the Investors may differ from federal tax
treatment.  Distributions to Investors may be subject to additional state and
local taxes.  Investors should consult their own tax advisers regarding specific
questions as to federal, state or local taxes.

ITEM 21.  UNDERWRITERS.  Not applicable.

ITEM 22.  CALCULATIONS OF PERFORMANCE DATA.  Not applicable.

ITEM 23.  FINANCIAL STATEMENTS.  The financial statements in the Trust's 1996
Annual Reports are incorporated in this Part B by reference.  Such financial
statements have been audited by Ernst & Young, L.L.P. with respect to the fiscal
year ended March 31, 1996, and by Coopers & Lybrand L.L.P. with respect to the
period from commencement of operations of the Funds through March 31, 1995,
whose reports thereon also appear in such Annual Reports and are incorporated
herein by reference.  Such financial statements have been included herein in
reliance upon such reports given upon their authority as experts in accounting
and auditing.


                                      B-54
<PAGE>


   
          The financial statements in the Trust's 1996 Semi-Annual Reports are
also incorporated in this Party B by reference.  Such financial statements have
been prepared by the Trust and are not audited.

          Copies of the Trust's 1996 Annual and Semi-Annual Reports may be
obtained at no charge by writing or telephoning the Trust at 600 West Broadway,
30th Floor, San Diego, California 92101 (phone 619-687-8000).
    


                                      B-55
<PAGE>

APPENDIX A

                        DESCRIPTION OF SECURITIES RATINGS


COMMERCIAL PAPER RATINGS

          STANDARD & POOR'S CORPORATION.  An S&P commercial paper rating is a
current assessment of the likelihood of timely payment of debt having an
original maturity of no more than 365 days.  The following summarizes the rating
categories used by S&P for commercial paper:

          "A-1" - Issue's degree of safety regarding timely payment is strong.
Those issues determined to possess extremely strong safety characteristics are
denoted "A-1+."

          "A-2" - Issue's capacity for timely payment is satisfactory.  However,
the relative degree of safety is not as high as for issues designated "A-1."

          "A-3" - Issue has an adequate capacity for timely payment.  It is,
however, more vulnerable to the adverse effects of changes in circumstances than
obligations carrying the higher designation.

          "B" - Issue has only a speculative capacity for timely payment.

          "C" - Issue has a doubtful capacity for payment.

          "D" - Issue is in payment default.


          MOODY'S INVESTORS SERVICES, INC.  Moody's short-term debt ratings are
opinions of the ability of issuers to repay punctually senior debt obligations
which have an original maturity not exceeding one year.  The following
summarizes the rating categories used by Moody's for commercial paper:

          "Prime-1" - Issuer or related supporting institutions have a superior
ability for repayment of short-term promissory obligations.  Repayment ability
will often be evidenced by the following characteristics: leading market
positions in well established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earning coverage of fixed financial
charges and high internal cash generation; and well established access to a
range of financial markets and assured sources of alternate liquidity.

          "Prime-2" - Issuer or related supporting institutions have a strong
ability for repayment of senior short-term debt obligations.  This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation.  Capitalization characteristics, while still appropriate, may be more
affected by external conditions.  Ample alternative liquidity is maintained.


                                      APP-1
<PAGE>


          "Prime-3" - Issuer or related supporting institutions have an
acceptable ability for repayment of short-term obligations.  The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

          "Not Prime" - Issuer does not fall within any of the Prime rating
categories.

          DUFF & PHELPS.  The three rating categories of Duff & Phelps for
investment grade commercial paper are "Duff 1," "Duff 2" and "Duff 3."  Duff &
Phelps employs three designations, "Duff 1+," "Duff 1" and "Duff 1-," within the
highest rating category.  The following summarizes the rating categories used by
Duff & Phelps for commercial paper:

          "Duff 1+" - Debt possesses highest certainty of timely payment.
Short-term liquidity, including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.

          "Duff 1" - Debt possesses very high certainty of timely payment.
Liquidity factors are excellent and supported by good fundamental protection
factors.  Risk factors are minor.

          "Duff 1-" - Debt possesses high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental protection
factors.  Risk factors are very small.

          "Duff 2" - Debt possesses good certainty of timely payment.  Liquidity
factors and company fundamentals are sound.  Although ongoing funding needs may
enlarge total financing requirements, access to capital markets is good. Risk
factors are small.

          "Duff 3" - Debt possesses satisfactory liquidity, and other protection
factors qualify issue as investment grade.  Risk factors are larger and subject
to more variation.  Nevertheless, timely payment is expected.

          "Duff 4" - Debt possesses speculative investment characteristics.

          "Duff 5" - Issuer has failed to meet scheduled principal and/or
interest payments.

          FITCH INVESTORS SERVICE, INC.   Fitch short-term ratings apply to debt
obligations that are payable on demand or have original maturities of up to
three years.  The following summarizes the rating categories used by Fitch for
short-term obligations:

          "F-1+" - Exceptionally strong credit quality.  Commercial paper
assigned this rating is regarded as having the strongest degree of assurance for
timely payment.

          "F-1" - Very strong credit quality.  Issues assigned this rating
reflect an assurance of timely payment only slightly less in degree than issues
rated "F-1+."


                                      APP-2
<PAGE>


          "F-2" - Good credit quality.  Commercial paper assigned this rating
has a satisfactory degree of assurance for timely payment, but the margin of
safety is not as great as for issues assigned the "F-1+" and "F-1" ratings.

          "F-3" - Fair credit quality.  Issues assigned this rating have
characteristics suggesting that the degree of assurance for timely payment is
adequate; however, near-term adverse changes could cause these securities to be
rated below investment grade.

          Fitch may also use the symbol "LOC" with its short-term ratings to
indicate that the rating is based upon a letter of credit issued by a commercial
bank.

          THOMSON BANKWATCH.  Thomson BankWatch commercial paper ratings assess
the likelihood of an untimely payment of principal or interest of debt having a
maturity of one year or less which is issued by United States commercial banks,
thrifts and non-bank banks; non-United States banks; and broker-dealers.  The
following summarizes the ratings used by Thomson BankWatch:

          "TBW-1" - This designation represents Thomson BankWatch's highest
rating category and indicates a very high degree of likelihood that principal
and interest will be paid on a timely basis.

          "TBW-2" - This designation indicates that while the degree of safety
regarding timely payment of principal and interest is strong, the relative
degree of safety is not as high as for issues rated "TBW-1."

          "TBW-3" - This designation represents the lowest investment grade
category and indicates that while the debt is more susceptible to adverse
developments (both internal and external) than obligations with higher ratings,
capacity to service principal and interest in a timely fashion is considered
adequate.

          "TBW-4" - This designation indicates that the debt is regarded as non-
investment grade and therefore speculative.

          IBCA.  IBCA assesses the investment quality of unsecured debt with an
original maturity of less than one year which is issued by bank holding
companies and their principal bank subsidiaries.  The following summarizes the
rating categories used by IBCA for short-term debt ratings:

          "A1+" - Obligations are supported by the highest capacity for timely
repayment.

          "A1" - Obligations are supported by a strong capacity for timely
repayment.

          "A2" - Obligations are supported by a satisfactory capacity for timely
repayment, although such capacity may be susceptible to adverse changes in
business, economic, or financial conditions.


                                      APP-3
<PAGE>


          "A3" - Obligations are supported by an adequate capacity for timely
repayment.  Such capacity is more susceptible to adverse changes in business,
economic, or financial conditions than for obligations in higher categories.

          "B" - Obligations' capacity for timely repayment is susceptible to
adverse changes in business, economic, or financial conditions.

          "C" - Obligations have an inadequate capacity to ensure timely
repayment.

          "D" - Obligations have a high risk of default or are currently in
default.

CORPORATE AND MUNICIPAL LONG-TERM DEBT RATINGS

          STANDARD & POOR'S CORPORATION.  The following summarizes the ratings
used by S&P for corporate and municipal debt:

          "AAA" - Debt has the highest rating assigned by S&P.  Capacity to pay
interest and repay principal is extremely strong.

          "AA" - Debt is considered to have a very strong capacity to pay
interest and repay principal and differs from higher rated issues only in small
degree.

          "A" - Debt is considered to have a strong capacity to pay interest and
repay principal although such issues are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than debt in
higher-rated categories.

          "BBB" - Debt is regarded as having an adequate capacity to pay
interest and repay principal.  Whereas such issues normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher-rated categories.

          "BB" -  Debt has less near-term vulnerability to default than other
speculative issues.  However, it faces major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.  The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB-" rating.

          "B" - Debt has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments.  Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal.  The "B" rating is also used
for debt subordinated to senior debt that is assigned an actual or implied "BB"
or "BB-" rating.


                                      APP-4
<PAGE>


          "CCC" - Debt has currently identifiable vulnerability to default, and
is dependent upon favorable business, financial and economic conditions to meet
timely payment of interest and repayment of principal.  In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.  The "CCC" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.

          "C" - This rating is typically applied to debt subordinated to senior
debt which is assigned an actual or implied "CCC-" debt rating.  The "C" rating
may be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.

          PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.

     MOODY'S INVESTORS SERVICES, INC.  The following summarizes the ratings used
by Moody's for corporate and municipal long-term debt:

          "Aaa" - Bonds are judged to be of the best quality.  They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally stable margin
and principal is secure.  While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

          "Aa" - Bonds are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as high
grade bonds.  They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.

          "A" - Bonds possess many favorable investment attributes and are to be
considered as upper-medium grade obligations.  Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

          "Baa" - Bonds considered medium-grade obligations, (i.e., they are
neither highly protected nor poorly secured).  Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

          "Ba" - Bonds judged to have speculative elements; their future cannot
be considered as well-assured.  Often the protection of interest and principal
payments may be very moderate, and thereby not well safeguarded during both good
and bad times over the future.  Uncertainty of position characterizes bonds in
this class.


                                      APP-5
<PAGE>


          "B" - Bonds generally lack characteristics of the desirable
investment.  Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

          "Caa" - Bonds are of poor standing.  Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

          "Ca" - Bonds represent obligations which are speculative in a high
degree.  Such issues are often in default or have other marked shortcoming.

          "C" - Bonds are the lowest rated class of bonds, and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

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

          DUFF & PHELPS.  The following summarizes the ratings used by Duff &
Phelps for corporate and municipal long-term debt:

          "AAA" - Debt is considered to be of the highest credit quality.  The
risk factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.

          "AA" - Debt is considered of high credit quality.  Protection factors
are strong.  Risk is modest but may vary slightly from time to time because of
economic conditions.

          "A" - Debt possesses protection factors which are average but
adequate.  However, risk factors are more variable and greater in periods of
economic stress.

          "BBB" - Debt possesses below average protection factors but such
protection factors are still considered sufficient for prudent investment.
Considerable variability in risk is present during economic cycles.

          "BB," "B," "CCC," "DD," and "DP" - Debt that possesses one of these
ratings is considered to be below investment grade.  Although below investment
grade, debt rated "BB" is deemed likely to meet obligations when due.  Debt
rated "B" possesses the risk that obligations will not be met when due.  Debt
rated "CCC" is well below investment grade and has considerable uncertainty as
to timely payment of principal, interest or preferred dividends.  Debt rated
"DD" is a defaulted debt obligation, and the rating "DP" represents preferred
stock with dividend arrearages.

          To provide more detailed indications of credit quality, the "AA," "A,"
"BBB," "BB" and "B" ratings may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within these major categories.


                                      APP-6
<PAGE>


          FITCH INVESTORS SERVICES, INC.  The following summarizes the highest
four ratings used by Fitch for corporate and municipal bonds:

          "AAA" - Bonds considered to be investment grade and of the highest
credit quality.  The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably foreseeable
events.

          "AA" - Bonds considered to be investment grade and of very high credit
quality.  The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA."  Because bonds rated
in the "AAA" and "AA" categories are not significantly vulnerable to foreseeable
future developments, short-term debt of these issuers is generally rated "F-1+."

          "A" - Bonds considered to be investment grade and of high credit
quality.  The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.

          "BBB" - Bonds considered to be investment grade and of satisfactory
credit quality.  The obligor's ability to pay interest and repay principal is
considered to be adequate.  Adverse changes in economic conditions and
circumstances, however, are more likely to have an adverse impact on these
bonds, and therefore, impair timely payment.  The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.

          "BB," "B," "CCC," "CC," "C," "DDD," "DD," and "D" - Bonds that possess
one of these ratings are considered by Fitch to be speculative investments.  The
ratings "BB" to "C" represent Fitch's assessment of the likelihood of timely
payment of principal and interest in accordance with the terms of obligation for
bond issues not in default.  For defaulted bonds, the rating "DDD" to "D" is an
assessment of the ultimate recovery value through reorganization or liquidation.


          To provide more detailed indications of credit quality, the Fitch
ratings from and including "AA" to "C" may be modified by the addition of a plus
(+) or minus (-) sign to show relative standing within these major rating
categories.

          IBCA.  IBCA assesses the investment quality of unsecured debt with an
original maturity of more than one year which is issued by bank holding
companies and their principal bank subsidiaries.  The following summarizes the
rating categories used by IBCA for long-term debt ratings:

          "AAA" - Obligations for which there is the lowest expectation of
investment risk.  Capacity for timely repayment of principal and interest is
substantial such that adverse changes in business, economic or financial
conditions are unlikely to increase investment risk significantly.


                                      APP-7
<PAGE>


          "AA" - Obligations for which there is a very low expectation of
investment risk.  Capacity for timely repayment of principal and interest is
substantial.  Adverse changes in business, economic or financial conditions may
increase investment risk albeit not very significantly.

          "A" - Obligations for which there is a low expectation of investment
risk.  Capacity for timely repayment of principal and interest is strong,
although adverse changes in business, economic or financial conditions may lead
to increased investment risk.

          "BBB" - Obligations for which there is currently a low expectation of
investment risk.  Capacity for timely repayment of principal and interest is
adequate, although adverse changes in business, economic or financial conditions
are more likely to lead to increased investment risk than for obligations in
higher categories.

          "BB," "B," "CCC," "CC," and "C" - Obligations are assigned one of
these ratings where it is considered that speculative characteristics are
present.  "BB" represents the lowest degree of speculation and indicates a
possibility of investment risk developing.  "C" represents the highest degree of
speculation and indicates that the obligations are currently in default.

          IBCA may append a rating of plus (+) or minus (-) to a rating to
denote relative status within major rating categories.

          THOMSON BANKWATCH.  Thomson BankWatch assesses the likelihood of an
untimely repayment of principal or interest over the term to maturity of long
term debt and preferred stock which are issued by United States commercial
banks, thrifts and non-bank banks; non-United States banks; and broker-dealers.
The following summarizes the rating categories used by Thomson BankWatch for
long-term debt ratings:

          "AAA" - This designation represents the highest category assigned by
Thomson BankWatch to long-term debt and indicates that the ability to repay
principal and interest on a timely basis is very high.

          "AA" - This designation indicates a superior ability to repay
principal and interest on a timely basis with limited incremental risk versus
issues rated in the highest category.

          "A" - This designation indicates that the ability to repay principal
and interest is strong.  Issues rated "A" could be more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.

          "BBB" - This designation represents Thomson BankWatch's lowest
investment grade category and indicates an acceptable capacity to repay
principal and interest.  Issues rated "BBB" are, however, more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings.


                                      APP-8
<PAGE>

          "BB," "B," "CCC," and "CC," - These designations are assigned by
Thomson BankWatch to non-investment grade long-term debt.  Such issues are
regarded as having speculative characteristics regarding the likelihood of
timely payment of principal and interest.  "BB" indicates the lowest degree of
speculation and "CC" the highest degree of speculation.

          "D" - This designation indicates that the long-term debt is in
default.

          PLUS (+) OR MINUS (-) - The ratings from "AAA" through "CC" may
include a plus or minus sign designation which indicates where within the
respective category the issue is placed.



                                      APP-9
<PAGE>


                       NICHOLAS-APPLEGATE INVESTMENT TRUST

                                     PART C


ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements.
   
          Registrant's Statements of Investments as of March 31, 1996,
          Statements of Assets and Liabilities as of March 31, 1996, Statements
          of Operations for the fiscal year ended March 31, 1996, Statements of
          Changes in Net Assets for the period ended March 31, 1996, related
          Notes, and Independent Auditors' Report dated May 10, 1996, are
          included as part of Registrant's Annual Reports for the fiscal year
          ended March 31, 1996, and are incorporated herein by reference.
          Copies of such financial statements are provided herewith as Exhibit
          19.1 for the information of the Commission.

          Registrant's Statements of Investments as of September 30, 1996,
          Statements of Assets and Liabilities as of September 30, 1996,
          Statements of Operations for the six-month period ended September 30,
          1996, and related notes, are included as part of Registrant's Semi-
          Annual Reports for the six months ended September 30, 1996, and are
          incorporated herein by reference.  Copies of such financial statements
          are provided herewith as Exhibit 19.2 for the information of the
          Commission.
    

     (b) Exhibits.

          1.1  Certificate of Trust of Registrant - filed as Exhibit 1.1 to
               Amendment No. 1 to Registrant's Form N-1A Registration Statement
               ("Amendment No. 1") on March 17, 1993 and incorporated herein by
               reference.

          1.2  Certificate of Amendment of Certificate of Trust of Registrant -
               filed as Exhibit 1.2 to Amendment No. 1 on March 17, 1993 and
               incorporated herein by reference.

          1.3  Declaration of Trust of Registrant - filed as Exhibit 1 to
               Registrant's Form N-1A Registration Statement on December 31,
               1992 and incorporated herein by reference.

          1.4  Amended and Restated Declaration of Trust of Registrant - filed
               as Exhibit 1.4 to Amendment No. 1 on March 17, 1993 and
               incorporated herein by reference.

          1.5  Certificate of Trustees dated August 6, 1993 establishing
               Emerging Growth Fund -- filed as Exhibit 1.5 to Amendment No. 4
               to Registrant's Form N-1A Registration Statement ("Amendment No.
               4") on September 1, 1993 and incorporated herein by reference.


                                       C-1
<PAGE>


          1.6  Certificate of Trustees establishing International Growth Fund --
               filed as Exhibit 1.6 to Amendment No. 6 to Registrant's Form N-1A
               Registration Statement ("Amendment No. 6") on August 1, 1994 and
               incorporated herein by reference.

          1.7  Certificate of Trustees establishing Emerging Countries Fund,
               Global Growth & Income Fund and Mini-Cap Fund -- filed as Exhibit
               1.7 to Amendment No. 7 to Registrant's Form N-1A Registration
               Statement ("Amendment No. 7") on December 5, 1994 and
               incorporated herein by reference.

          1.8  Certificate of Trustees establishing Short-Intermediate and Fully
               Discretionary Funds -- filed as Exhibit 1.8 to Amendment No. 9 to
               Registrant's Form N-1A Registration Statement ("Amendment No. 9")
               on July 31, 1995 and incorporated herein by reference.

          1.9  Certificate of Trustees establishing Value Fund -- filed as
               Exhibit 1.9 to Amendment 10 to Registrant's Form N-1A
               Registration Statement ("Amendment No. 10") on May 2, 1996 and
               incorporated herein by reference.

   
          1.10 Certificate of Trustees establishing High Yield Bond and
               Strategic Income Funds -- filed as Exhibit 1.20 to Amendment No.
               11 to Registrant's Form N-1A Registration Statement ("Amendment
               No. 11") on August 2, 1996 and incorporated herein by reference.

          1.11 Form of Certificate of Trustees establishing Large Cap Growth and
               International Core Growth Funds.
    

          2         Amended Bylaws of Registrant - filed as Exhibit 2 to
                    Amendment No. 2 on April 6, 1993 and incorporated herein by
                    reference.

          3         Not applicable.

          4         Not applicable.

          5.1  Investment Advisory Agreement between Registrant and Nicholas-
               Applegate Capital Management dated April 19, 1993 -- filed as
               Exhibit 5.1 to Amendment No. 6 on August 1, 1994 and incorporated
               herein by reference.

          5.2  Letter agreement between Registrant and Nicholas-Applegate
               Capital Management dated February 11, 1994, correcting Government
               Income Fund fees -- filed as Exhibit 5.2 to Amendment No. 6 on
               August 1, 1994 and incorporated herein by reference.

          5.3  Letter agreement between Registrant and Nicholas-Applegate
               Capital Management dated May 17, 1993 adding Emerging Growth Fund
               to Investment Advisory


                                       C-2
<PAGE>

               Agreement  -- filed as Exhibit 5.3 to Amendment No. 6 on August
               1, 1994 and incorporated herein by reference.

          5.4  Letter agreement between Registrant and Nicholas-Applegate
               Capital Management dated December 15, 1993 adding International
               Growth Fund to Investment Advisory Agreement -- filed as Exhibit
               5.4 to Amendment No. 6 on August 1, 1994 and incorporated herein
               by reference.

          5.5  Letter agreement between Registrant and Nicholas-Applegate
               Capital Management adding Emerging Countries, Global Growth &
               Income and Mini-Cap Funds to Investment Advisory Agreement --
               filed as Exhibit 5.5 to Amendment No. 9 on July 31, 1995 and
               incorporated herein by reference.

          5.6  Letter agreement between Registrant and Nicholas-Applegate
               Capital Management adding Short-Intermediate and Fully
               Discretionary Funds to Investment Advisory Agreement -- filed as
               Exhibit 5.6 to Amendment No. 9 on July 31, 1995 and incorporated
               herein by reference.

          5.7  Letter agreement between Registrant and Nicholas-Applegate
               Capital Management amending fees paid with respect to Government
               Income Fund under Investment Advisory Agreement -- filed as
               Exhibit 5.7 to Amendment No. 9 on July 31, 1995 and incorporated
               herein by reference.

   
          5.8  Letter agreement between Registrant and Nicholas-Applegate
               Capital Management adding Value Fund to Investment Advisory
               Agreement -- filed as Exhibit 5.8 to Amendment No. 10 on May 2,
               1996 and incorporated herein by reference.

          5.9  Letter agreement between Registrant and Nicholas-Applegate
               Capital Management adding High Yield Bond and Strategic Income
               Funds to Investment Advisory Agreement -- filed as Exhibit 5.9 to
               Amendment No. 11 on August 2, 1996 and incorporated herein by
               reference.

          5.10 Form of letter agreement between Registrant and Nicholas-
               Applegate Capital Management adding Large Cap Growth and
               International Core Growth Funds to Investment Advisory Agreement.

    

          6         Not applicable.

          7         None.

          8.1  Custodian Services Agreement between Registrant and PNC Bank
               dated April 1, 1993 -- filed as Exhibit 8.1 to Amendment No. 6 on
               August 1, 1994 and incorporated herein by reference.


                                       C-3
<PAGE>


          8.2  Letter agreement between Registrant and PNC Bank dated August 20,
               1993 adding Emerging Growth Fund to Custodian Services Agreement
               -- filed as Exhibit 8.2 to Amendment No. 5 to Registration
               Statement on December 20, 1993 and incorporated herein by
               reference.

          8.3  Letter agreement between Registrant and PNC Bank adding
               International Fund to Custodian Services Agreement -- filed as
               Exhibit 8.3 to Amendment No. 1 on August 1, 1994 and incorporated
               herein by reference -- filed as Exhibit 8.3 to Amendment No. 6 on
               August 1, 1994 and incorporated herein by reference.

          8.4  Letter agreement between Registrant and PNC Bank adding Emerging
               Countries, Global Growth & Income and Mini-Cap Fund to Custodian
               Services Agreement -- filed as Exhibit 8.4 to Amendment No. 9 on
               July 31, 1995 and incorporated herein by reference.

   
          8.5  Letter agreement between Registrant and PNC Bank adding Short-
               Intermediate and Fully Discretionary Funds to Custodian Services
               Agreement -- filed as Exhibit 8.5 to Amendment No., 11 on
               August 2, 1996 and incorporated herein by reference.

          8.6  Letter agreement between Registrant and PNC Bank adding Value
               Fund to Custodian Services Agreement -- filed as Exhibit 8.6 to
               Amendment No., 11 on August 2, 1996 and incorporated herein by
               reference.

          8.7  Form of letter agreement between Registrant and PNC Bank adding
               High Yield Bond and Strategic Income Funds to Custodian Services
               Agreement -- filed as Exhibit 8.7 to Amendment No. 11 on August
               2, 1996 and incorporated herein by reference.

          8.8  Form of letter agreement between Registrant and PNC Bank adding
               Large Cap Growth and International Core Growth Funds to Custodian
               Services Agreement.

          8.9  Sub-Custodian Agreement among Registrant, PNC Bank and Chase
               Manhattan Bank, N.A. dated April 1, 1993 -- filed as Exhibit 8.5
               to Amendment No. 6 on August 1, 1994 and incorporated herein by
               reference.

          8.10 Letter agreement among Registrant, PNC Bank and Chase Manhattan
               Bank, N.A. dated August 20, 1993 adding Emerging Growth Fund to
               Sub-Custodian Agreement -- filed as Exhibit 8.6 to Amendment No.
               6 on August 1, 1994 and incorporated herein by reference.

          8.11 Letter agreement among Registrant, PNC Bank and Chase Manhattan
               Bank, N.A., adding International Growth Fund to Sub-Custodian
               Agreement -- filed as Exhibit 8.8 to Amendment No. 9 on July 31,
               1995 and incorporated herein by reference.
    


                                       C-4
<PAGE>


   
          8.12 Letter agreement among Registrant, PNC Bank and Chase Manhattan
               Bank, N.A., adding Emerging Countries, Global Growth & Income and
               Mini-Cap Funds to Sub-Custodian Agreement -- filed as Exhibit 8.9
               to Amendment No. 9 on July 31, 1995 and incorporated herein by
               reference.

          8.13 Letter agreement among Registrant, PNC Bank and Chase Manhattan
               Bank, adding Short-Intermediate and Fully Discretionary Funds to
               Sub-Custodian Agreement -- filed as Exhibit 8.12 to Amendment
               No. 11 on August 2, 1996 and incorporated herein by reference.

          8.14 Letter agreement among Registrant, PNC Bank, and Chase Manhattan
               Bank, adding Value Fund to Sub-Custodian Agreement -- filed as
               Exhibit 8.13 to Amendment No. 11 on August 2, 1996 and
               incorporated herein by reference.

          8.15 Form of letter agreement among Registrant, PNC Bank and Chase
               Manhattan Bank, adding High Yield Bond and Strategic Income Funds
               to Sub-Custodian Agreement -- filed as Exhibit 8.14 to Amendment
               No. 11 on August 2, 1996 and incorporated herein by reference.

          8.16 Form of letter agreement among Registrant, PNC Bank and Chase
               Manhattan Bank, adding Large Cap Growth and International Core
               Growth Funds to Sub-Custodian Agreement.
    

          9.1  Administration Agreement between Registrant and Investment
               Company Administration Corporation dated April 1, 1993 -- filed
               as Exhibit 9.1 to Amendment No. 6 on August 1, 1994 and
               incorporated herein by reference.

          9.2  Accounting Services Agreement between Registrant and PFPC Inc
               dated April 1, 1993 -- filed as Exhibit 9.2 to Amendment No. 6 on
               August 1, 1994 and incorporated herein by reference.

          9.3  Letter agreement between Registrant and PFPC, Inc. dated July 28,
               1993 adding Emerging Growth Fund to Accounting Services Agreement
               -- filed as Exhibit 9.3 to Amendment No. 6 on August 1, 1994 and
               incorporated herein by reference.

          9.4  Letter agreement between Registrant and PFPC Inc. dated December
               15, 1993 adding International Growth Fund to Accounting Services
               Agreement -- filed as Exhibit 9.4 to Amendment No. 6 on August 1,
               1994 and incorporated herein by reference.

          9.5  Letter agreement between Registrant and PFPC Inc., adding
               Emerging Countries Fund, Global Growth Fund and Mini Cap Fund to
               Accounting Services


                                       C-5
<PAGE>

   
               Agreement --filed as Exhibit 9.5 to Amendment No. 9 on July 31,
               1995 and incorporated herein by reference.

          9.6  Letter agreement between Registrant and PFPC Inc. adding Short-
               Intermediate and Fully Discretionary Funds to Accounting Services
               Agreement -- filed as Exhibit ___ to Amendment No. 11 on
               August 2, 1996 and incorporated herein by reference.

          9.7  Letter agreement between Registrant and PFPC Inc. adding Value
               Fund to Accounting Services Agreement -- filed as Exhibit 9.7 to
               Amendment No. 11 on August 2, 1996 and incorporated herein by
               reference.

          9.8  Form of letter agreement between Registrant and PFPC Inc. adding
               High Yield Bond and Strategic Income Funds to Accounting Services
               Agreement -- filed as Exhibit 9.8 to Amendment No. 11 on August
               2, 1996 and incorporated herein by reference.

          9.9  Form of letter agreement between Registrant and PFPC Inc. adding
               Large Cap Growth and International Core Growth Funds to
               Accounting Services Agreement.

          9.10 License Agreement between Registrant and Nicholas-Applegate
               Capital Management dated December 17, 1992 -- filed as Exhibit
               9.6 to Amendment No. 6 on August 1, 1994 and incorporated herein
               by reference.
    

          10        Not applicable.

          11        Not applicable.

          12        Not applicable.

          13        None.

          14        None.

          15        None.

          16        None.

          17.  Financial Data Schedules.

          18.  None


                                       C-6
<PAGE>


   
          19.1 Financial statements of the Funds for the fiscal year ended March
               31, 1996 (provided for the information of the Commission only,
               pursuant to Rule 303 of Regulation S-T).

          19.2 Financial statements of the Funds for the six months ended
               September 30, 1996 (provided for the information of the
               Commission only, pursuant to Rule 703 of Regulation S-T).
    

ITEM 25.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

          Substantially all of the outstanding Interests of the Funds are owned
by various series of Nicholas-Applegate Mutual Funds, a Delaware business trust,
as listed in Item 26 below.

ITEM 26.  NUMBER OF HOLDERS OF SECURITIES.

   
          As of October 31, 1996, the Trust had 54 investors of record, as set
forth in item 15 of Part B.
    

ITEM 27.  INDEMNIFICATION.

          Article V of Registrant's Declaration of Trust, included as Exhibit 2
hereto and incorporated herein by reference, provides for the indemnification of
Registrant's trustees, officers, employees and agents.

          Indemnification of the Registrant's Investment Adviser and Placement
Agent is provided for, respectively, in Section 8 of the Investment Advisory
Agreement, included as Exhibit 5.1 hereto and incorporated herein by reference,
and Section 5 of the Placement Agent Agreement, included as Exhibit 6 hereto and
incorporated herein by reference.

          Registrant has obtained from a major insurance carrier a trustees' and
officers' liability policy covering certain types of errors and omissions.  In
no event will Registrant indemnify any of its trustees, officers, employees or
agents against any liability to which such person would otherwise be subject by
reason of his willful misfeasance, bad faith or gross negligence in the
performance of his duties or by reason of his reckless disregard of the duties
involved in the conduct of his office or under his agreement with Registrant.
Registrant will comply with Rule 484 under the Securities Act of 1933 and
Release 11330 under the Investment Company Act in connection with any
indemnification.

ITEM 28.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

          Nicholas-Applegate Capital Management, the Investment Adviser to the
Trust, is a California limited partnership, the general partner of which is
Nicholas-Applegate Capital Management Holdings, L.P.  During the two fiscal
years ended December 31, 1995, the Investment Adviser has


                                       C-7
<PAGE>

engaged principally in the business of providing investment services to
institutional and other clients.  All of the additional information required by
this Item 28 with respect to the Investment Adviser is set forth in the Form
ADV, as amended, of Nicholas-Applegate Capital Management (File No. 801-21442),
which is incorporated herein by reference.

ITEM 29.  PRINCIPAL UNDERWRITERS.

          Nicholas-Applegate Securities acts as the exclusive Placement Agent of
Interests of the Trust.  The Placement Agent receives no additional compensation
for serving as Placement Agent.  The Placement Agent is a California limited
partnership and its general partner is Nicholas-Applegate Capital Holdings,
L.P., a California limited partnership (the "General Partner").  Information is
furnished below with respect to the officers, partners and directors of the
Placement Agent (or its General Partner).  The principal business address of
such persons is 600 West Broadway, 30th Floor, San Diego, California 92101,
except as otherwise indicated below.

 Name and Principal   Positions and Offices with        Positions in Offices
  BUSINESS ADDRESS    PRINCIPAL UNDERWRITER             WITH REGISTRANT
 ------------------   --------------------------        --------------------

 Arthur E. Nicholas   Chairman and President            Chairman of the Board
                                                        of Trustees

 John D. Wylie               --                         President

 Thomas Pindelski     Chief Financial Officer           Chief Financial Officer

 E. Blake Moore, Jr.  General Counsel and Secretary     Secretary


ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS.

          All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act and the rules promulgated thereunder
will be maintained either at the offices of the Registrant (600 West Broadway,
30th Floor, San Diego, California 92101); the Investment Adviser, Nicholas-
Applegate Capital Management (600 West Broadway, 30th Floor, San Diego,
California 92101); the Administrator, Investment Company Administration
Corporation (4455 East Camelback Road, Suite 261-E, Phoenix, Arizona 85018); or
the Custodian, PNC Bank (Airport Business Center, International Court 2, 200
Stevens Drive, Lester, Pennsylvania 19113); or the Sub-Custodian, Chase
Manhattan Bank, N.A. (1211 Avenue of the Americas, 33rd Floor, New York, New
York 10036, Attention:  Global Custody Division).

ITEM 31.  MANAGEMENT SERVICES.

          Not applicable.


                                       C-8
<PAGE>


ITEM 32.  UNDERTAKINGS.

          Registrant hereby undertakes that if it is requested by the holders of
at least 10% of its outstanding Interests to call a meeting of shareholders for
the purpose of voting upon the question of removal of a Trustee, it will do so
and will assist in communications with other shareholders as required by Section
16(c) of the Investment Company Act.

          Registrant hereby undertakes to furnish each person to whom this
Registration Statement is delivered with a copy of Registrant's latest annual
report to Investors, upon request and without charge.

                                    SIGNATURE

   
          Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Diego, State of California, on the 26th day of December, 1996.
    



                                             NICHOLAS-APPLEGATE INVESTMENT TRUST



                                             By  /S/ E. BLAKE MOORE, JR.
                                                --------------------------------
                                                E. Blake Moore, Jr.
                                                Secretary


                                       C-9
<PAGE>


                                  EXHIBIT INDEX
                       NICHOLAS-APPLEGATE INVESTMENT TRUST
                               AMENDMENT NO. 12 TO
                        FORM N-1A REGISTRATION STATEMENT
                                File No. 811-7384



Exhibit No.         Title of Exhibit
- -----------         ----------------

   1.1         Certificate of Trust of Registrant - filed as Exhibit 1.1 to
               Amendment No. 1 on March 17,1993 and incorporated herein by
               reference.

   
   1.1         Certificate of Trust of Registrant - filed as Exhibit 1.1 to
               Amendment No. 1 to Registrant's Form N-1A Registration Statement
               ("Amendment No. 1") on March 17, 1993 and incorporated herein by
               reference.
    

   1.2         Certificate of Amendment of Certificate of Trust of Registrant -
               filed as Exhibit 1.2 to Amendment No. 1 on March 17, 1993 and
               incorporated herein by reference.

   
   1.3         Declaration of Trust of Registrant - filed as Exhibit 1 to
               Registrant's Form N-1A Registration Statement on December 31,
               1992 and incorporated herein by reference.
    

   1.4         Amended and Restated Declaration of Trust of Registrant - filed
               as Exhibit 1.4 to Amendment No. 1 on March 17, 1993 and
               incorporated herein by reference.

   
   1.5         Certificate of Trustees dated August 6, 1993 establishing
               Emerging Growth Fund -- filed as Exhibit 1.5 to Amendment No. 4
               to Registrant's Form N-1A Registration Statement ("Amendment No.
               4") on September 1, 1993 and incorporated herein by reference.
    

   1.6         Certificate of Trustees establishing International Growth Fund --
               filed as Exhibit 1.6 to Amendment No. 6 to Registrant's Form N-1A
               Registration Statement ("Amendment No. 6") on August 1, 1994 and
               incorporated herein by reference.

   
   1.7         Certificate of Trustees establishing Emerging Countries Fund,
               Global Growth & Income Fund and Mini-Cap Fund -- filed as Exhibit
               1.7 to Amendment No. 7 to Registrant's Form N-1A Registration
               Statement ("Amendment No. 7") on December 5, 1994 and
               incorporated herein by reference.
    


                                      C-10
<PAGE>


   
   1.8         Certificate of Trustees establishing Short-Intermediate and Fully
               Discretionary Funds -- filed as Exhibit 1.8 to Amendment No. 9 to
               Registrant's Form N-1A Registration Statement ("Amendment No. 9")
               on July 31, 1995 and incorporated herein by reference.
    

   1.9         Certificate of Trustees establishing Value Fund -- filed as
               Exhibit 1.9 to Amendment 10 to Registrant's Form N-1A
               Registration Statement ("Amendment No. 10") on May 2, 1996 and
               incorporated herein by reference.

   
   1.10        Certificate of Trustees establishing High Yield Bond and
               Strategic Income Funds -- filed as Exhibit 1.20 to Amendment No.
               11 to Registrant's Form N-1A Registration Statement ("Amendment
               No. 11") on August 2, 1996 and incorporated herein by reference.

   1.11        Form of Certificate of Trustees establishing Large Cap Growth and
               International Core Growth Funds.
    

   2           Amended Bylaws of Registrant - filed as Exhibit 2 to Amendment
               No. 2 on April 6, 1993 and incorporated herein by reference.

   3           Not applicable.

   4           Not applicable.

   5.1         Investment Advisory Agreement between Registrant and Nicholas-
               Applegate Capital Management dated April 19, 1993 -- filed as
               Exhibit 5.1 to Amendment No. 6 on August 1, 1994 and incorporated
               herein by reference.

   5.2         Letter agreement between Registrant and Nicholas-Applegate
               Capital Management dated February 11, 1994, correcting Government
               Income Fund fees -- filed as Exhibit 5.2 to Amendment No. 6 on
               August 1, 1994 and incorporated herein by reference.

   5.3         Letter agreement between Registrant and Nicholas-Applegate
               Capital Management dated May 17, 1993 adding Emerging Growth Fund
               to Investment Advisory Agreement  -- filed as Exhibit 5.3 to
               Amendment No. 6 on August 1, 1994 and incorporated herein by
               reference.

   5.4         Letter agreement between Registrant and Nicholas-Applegate
               Capital Management dated December 15, 1993 adding International
               Growth Fund to Investment Advisory Agreement -- filed as Exhibit
               5.4 to Amendment No. 6 on August 1, 1994 and incorporated herein
               by reference.


                                      C-11
<PAGE>


   5.5         Letter agreement between Registrant and Nicholas-Applegate
               Capital Management adding Emerging Countries, Global Growth &
               Income and Mini-Cap Funds to Investment Advisory Agreement --
               filed as Exhibit 5.5 to Amendment No. 9 on July 31, 1995 and
               incorporated herein by reference.

   5.6         Letter agreement between Registrant and Nicholas-Applegate
               Capital Management adding Short-Intermediate and Fully
               Discretionary Funds to Investment Advisory Agreement -- filed as
               Exhibit 5.6 to Amendment No. 9 on July 31, 1995 and incorporated
               herein by reference.

   5.7         Letter agreement between Registrant and Nicholas-Applegate
               Capital Management amending fees paid with respect to Government
               Income Fund under Investment Advisory Agreement -- filed as
               Exhibit 5.7 to Amendment No. 9 on July 31, 1995 and incorporated
               herein by reference.

   
   5.8         Letter agreement between Registrant and Nicholas-Applegate
               Capital Management adding Value Fund to Investment Advisory
               Agreement -- filed as Exhibit 5.8 to Amendment No. 10 on May 2,
               1996 and incorporated herein by reference.

   5.9         Letter agreement between Registrant and Nicholas-Applegate
               Capital Management adding High Yield Bond and Strategic Income
               Funds to Investment Advisory Agreement -- filed as Exhibit 5.9 to
               Amendment No. 11 on August 2, 1996 and incorporated herein by
               reference.

   5.10        Form of letter agreement between Registrant and Nicholas-
               Applegate Capital Management adding Large Cap Growth and
               International Core Growth Funds to Investment Advisory Agreement.
    

   6           Not applicable.

   7           None.

   8.1         Custodian Services Agreement between Registrant and PNC Bank
               dated April 1, 1993 -- filed as Exhibit 8.1 to Amendment No. 6 on
               August 1, 1994 and incorporated herein by reference.

   8.2         Letter agreement between Registrant and PNC Bank dated August 20,
               1993 adding Emerging Growth Fund to Custodian Services Agreement
               -- filed as Exhibit 8.2 to Amendment No. 5 to Registration
               Statement on December 20, 1993 and incorporated herein by
               reference.


                                      C-12
<PAGE>


   8.3         Letter agreement between Registrant and PNC Bank adding
               International Fund to Custodian Services Agreement -- filed as
               Exhibit 8.3 to Amendment No. 1 on August 1, 1994 and incorporated
               herein by reference -- filed as Exhibit 8.3 to Amendment No. 6 on
               August 1, 1994 and incorporated herein by reference.

   
   8.4         Letter agreement between Registrant and PNC Bank adding Emerging
               Countries, Global Growth & Income and Mini-Cap Fund to Custodian
               Services Agreement -- filed as Exhibit 8.4 to Amendment No. 9 on
               July 31, 1995 and incorporated herein by reference.

   8.5         Letter agreement between Registrant and PNC Bank adding Short-
               Intermediate and Fully Discretionary Funds to Custodian Services
               Agreement -- filed as Exhibit 8.5 to Amendment No. 11 on
               August 2, 1996 and incorporated herein by reference.

   8.6         Letter agreement between Registrant and PNC Bank adding Value
               Fund to Custodian Services Agreement -- filed as Exhibit 8.6 to
               Amendment No. 11 on August 2, 1996 and incorporated herein by
               reference.

   8.7         Form of letter agreement between Registrant and PNC Bank adding
               High Yield Bond and Strategic Income Funds to Custodian Services
               Agreement -- filed as Exhibit 8.7 to Amendment No. 11 on August
               2, 1996 and incorporated herein by reference.

   8.8         Form of letter agreement between Registrant and PNC Bank adding
               Large Cap Growth and International Core Growth Funds to Custodian
               Services Agreement.

   8.9         Sub-Custodian Agreement among Registrant, PNC Bank and Chase
               Manhattan Bank, N.A. dated April 1, 1993 -- filed as Exhibit 8.5
               to Amendment No. 6 on August 1, 1994 and incorporated herein by
               reference.

   8.10        Letter agreement among Registrant, PNC Bank and Chase Manhattan
               Bank, N.A. dated August 20, 1993 adding Emerging Growth Fund to
               Sub-Custodian Agreement -- filed as Exhibit 8.6 to Amendment No.
               6 on August 1, 1994 and incorporated herein by reference.

   8.11        Letter agreement among Registrant, PNC Bank and Chase Manhattan
               Bank, N.A., adding International Growth Fund to Sub-Custodian
               Agreement -- filed as Exhibit 8.8 to Amendment No. 9 on July 31,
               1995 and incorporated herein by reference.
    


                                      C-13
<PAGE>

   

   8.12        Letter agreement among Registrant, PNC Bank and Chase Manhattan
               Bank, N.A., adding Emerging Countries, Global Growth & Income and
               Mini-Cap Funds to Sub-Custodian Agreement -- filed as Exhibit 8.9
               to Amendment No. 9 on July 31, 1995 and incorporated herein by
               reference.

   8.13        Letter agreement among Registrant, PNC Bank and Chase Manhattan
               Bank, adding Short-Intermediate and Fully Discretionary Funds to
               Sub-Custodian Agreement -- filed as Exhibit 8.12 to Amendment
               No. 11 on August 2, 1996 and incorporated herein by reference.

   8.14        Letter agreement among Registrant, PNC Bank, and Chase Manhattan
               Bank, adding Value Fund to Sub-Custodian Agreement -- filed as
               Exhibit 8.13 to Amendment No. 11 on August 2, 1996 and
               incorporated herein by reference.

   8.15        Form of letter agreement among Registrant, PNC Bank and Chase
               Manhattan Bank, adding High Yield Bond and Strategic Income Funds
               to Sub-Custodian Agreement -- filed as Exhibit 8.14 to Amendment
               No. 11 on August 2, 1996 and incorporated herein by reference.

   8.16        Form of letter agreement among Registrant, PNC Bank and Chase
               Manhattan Bank, adding Large Cap Growth and International Core
               Growth Funds to Sub-Custodian Agreement.
    

   9.1         Administration Agreement between Registrant and Investment
               Company Administration Corporation dated April 1, 1993 -- filed
               as Exhibit 9.1 to Amendment No. 6 on August 1, 1994 and
               incorporated herein by reference.

   9.2         Accounting Services Agreement between Registrant and PFPC Inc
               dated April 1, 1993 -- filed as Exhibit 9.2 to Amendment No. 6 on
               August 1, 1994 and incorporated herein by reference.

   9.3         Letter agreement between Registrant and PFPC, Inc. dated July 28,
               1993 adding Emerging Growth Fund to Accounting Services Agreement
               -- filed as Exhibit 9.3 to Amendment No. 6 on August 1, 1994 and
               incorporated herein by reference.

   9.4         Letter agreement between Registrant and PFPC Inc. dated December
               15, 1993 adding International Growth Fund to Accounting Services
               Agreement -- filed as Exhibit 9.4 to Amendment No. 6 on August 1,
               1994 and incorporated herein by reference.

   9.5         Letter agreement between Registrant and PFPC Inc., adding
               Emerging Countries Fund, Global Growth Fund and Mini Cap Fund to
               Accounting Services


                                      C-14
<PAGE>

               Agreement -- filed as Exhibit 9.5 to Amendment No. 9 on July 31,
               1995 and incorporated herein by reference.

   
   9.6         Letter agreement between Registrant and PFPC Inc. adding Short-
               Intermediate and Fully Discretionary Funds to Accounting Services
               Agreement -- filed as Exhibit __ to Amendment No. 11 on August 2,
               1996 and incorporated herein by reference.

   9.7         Letter agreement between Registrant and PFPC Inc. adding Value
               Fund to Accounting Services Agreement -- filed as Exhibit __ to
               Amendment No. 11 on August 2, 1996 and incorporated herein by
               reference.

   9.8         Form of letter agreement between Registrant and PFPC Inc. adding
               High Yield Bond and Strategic Income Funds to Accounting Services
               Agreement -- filed as Exhibit 9.8 to Amendment No. 11 on August
               2, 1996 and incorporated herein by reference.

   9.9         Form of letter agreement between Registrant and PFPC Inc. adding
               Large Cap Growth and International Core Growth Funds to
               Accounting Services Agreement.

   9.10        License Agreement between Registrant and Nicholas-Applegate
               Capital Management dated December 17, 1992 -- filed as Exhibit
               9.6 to Amendment No. 6 on August 1, 1994 and incorporated herein
               by reference.
    

   10          Not applicable.

   11          Not applicable.

   12          Not applicable.

   13          None.

   14          None.

   15          None.

   16          None.

   17.         Financial Data Schedules.

   18.         None


                                      C-15
<PAGE>

   

   19.1        Financial statements of the Funds for the fiscal year ended March
               31, 1996 (provided for the information of the Commission only,
               pursuant to Rule 303 of Regulation S-T).

   19.2        Financial statements of the Funds for the six months ended
               September 30, 1996 (provided for the information of the
               Commission only, pursuant to Rule 703 of Regulation S-T).
    


                                      C-16

<PAGE>

   
                                                                    Exhibit 1.11
    

                       NICHOLAS-APPLEGATE INVESTMENT TRUST
                       ESTABLISHMENT OF ADDITIONAL SERIES

          The undersigned, constituting a majority of the Trustees of Nicholas-
Applegate Investment Trust, a Delaware business trust, hereby establish the
following additional series of Interests of the Trust pursuant to Section 9.8 of
the Amended and Restated Declaration of Trust:

   
          Large Cap Growth Fund
          International Core Growth Fund
    

   
          IN WITNESS WHEREOF, the undersigned have executed this instrument as
of November 14, 1996.
    


                                        s/Arthur E. Nicholas
                                        -----------------------------------
                                        Arthur E. Nicholas

                                        s/Dann V. Angeloff
                                        -----------------------------------
                                        Dann V. Angeloff

                                        s/Walter E. Auch
                                        -----------------------------------
                                        Walter E. Auch

                                        s/Darlene T. DeRemer
                                        -----------------------------------
                                        Darlene T. DeRemer

   
                                        s/George F. Keane
                                        -----------------------------------
                                        George F. Keane
    

   
                                        s/Theodore J. Coburn
                                        -----------------------------------
                                        Theodore J. Coburn
    


                                      C-17

<PAGE>
   
                                                                    Exhibit 5.10
    
   
                                December 27, 1996
    

                       Nicholas-Applegate Investment Trust
                          600 West Broadway, 30th Floor
                          San Diego, California  92101

Nicholas-Applegate Capital Management
600 West Broadway, 30th Floor
San Diego, California  92101

Ladies and Gentlemen:

   
          This will confirm our agreement that the Investment Advisory Agreement
between us dated April 19, 1993, as amended, is further amended by adding the
Large Cap Growth Fund series and International Core Growth Fund series as Funds
thereunder.  The annual advisory fee with respect to the Large Cap Growth Fund
series shall be 0.75% of the first $500 million of the Fund's average daily net
assets, 0.675% of the next $500 million of net assets, and 0.65% of net assets
in excess of $1 billion, and the annual advisory fee with respect to the
International Core Growth Fund series shall be 1.00% of the first $500 million
of the Fund's average daily net assets, 0.90 of the next $500 million of net
assets, and 0.85% of net assets in excess of $1 billion..
    

          In all other respects, the Investment Advisory Agreement, as
previously amended, will remain in full force and effect.  Please sign this
letter below to confirm your agreement with this amendment.

                                   Very truly yours,

                                   s/E. Blake Moore, Jr.


                                   -------------------------
                                   E. Blake Moore, Jr.
                                   Secretary


                                      C-18
<PAGE>


AGREED:

Nicholas-Applegate Capital Management
By:  Nicholas-Applegate Capital
     Management Holdings, L.P., its
     General Partner
By:  Nicholas-Applegate Capital
     Management Holdings, Inc., its
     General Partner

     s/E. Blake Moore, Jr.
By:
   ---------------------------
    E. Blake Moore, Jr.
    Secretary


                                      C-19

<PAGE>
   
                                                                     Exhibit 8.8
    
   
                               December 27, 1996
    

                       Nicholas-Applegate Investment Trust
                          600 West Broadway, 30th Floor
                          San Diego, California  92101



PNC Bank, National Association
Airport Business Center
International Court 2
200 Stevens Drive
Lester, Pennsylvania  19113

Ladies and Gentlemen:

          Reference is made to the Custodian Services Agreement between us dated
April 1, 1993 (the "Agreement").

   
          Pursuant to Section 2 of the Agreement, this will confirm that we wish
to appoint you to provide custodian services under the Agreement to our newly
established Large Cap Growth Fund and International Core Growth Fund.
    

          Please indicate your acceptance of this appointment by signing the
letter below and returning a copy to us.  Thank you for your assistance
regarding this matter.

                                   Very truly yours,



                                   E. Blake Moore, Jr.
                                   Secretary


APPOINTED ACCEPTED:

PNC BANK, NATIONAL ASSOCIATION


By:
   ---------------------------
Title:
      ------------------------

                                      C-20

<PAGE>
   
                                                                    Exhibit 8.15
    
   
                                December 27, 1996
    

                       Nicholas-Applegate Investment Trust
                          600 West Broadway, 30th Floor
                          San Diego, California  92101

   
The Chase Manhattan Bank, N.A.
1211 Avenue of the Americas, 32nd Floor
New York, New York  10036
Attention: Global Custody Division
    

PNC Bank, National Association
Airport Business Center
International Court 2
200 Stevens Drive
Lester, Pennsylvania  19113

Ladies and Gentlemen:

   
          Reference is made to the Sub-Custodian Agreement dated as of April 1,
1993 among Nicholas-Applegate Investment Trust and you (the "Agreement").
    

   
          Pursuant to Appendix A to the Agreement, we wish to add the Large Cap
Growth Fund and the Core Growth International Fund to the Agreement.  Please
indicate your acceptance of this addition by signing two copies of this letter
below and returning them to us.  Thank you for your assistance regarding this
matter.
    

                                   Very truly yours,



                                   E. Blake Moore, Jr.
                                   Secretary

   
AGREED:
    

PNC BANK, NATIONAL ASSOCIATION


                                      C-21

<PAGE>



By:
   ---------------------------
Title:
      ------------------------


                                      C-22

<PAGE>


   
THE CHASE MANHATTAN BANK, N.A.
    


By:
   ---------------------------
Title:
      ------------------------



                                      C-23

<PAGE>
   
                                                                     Exhibit 9.9
    
   
                                December 27, 1996
    


                       Nicholas-Applegate Investment Trust
                          600 West Broadway, 30th Floor
                          San Diego, California  92101



   
PFPC INC.
103 Bellevue Parkway
Wilmington, Delaware  19809
    

Ladies and Gentlemen:

   
          Reference is made to the Accounting Services Agreement between us
dated as of April 1, 1993 (the "Agreement").
    

   
          Pursuant to Section 2 of the Agreement, we wish to add the Large Cap
Growth Fund and International Core Growth Fund to the Agreement.
    

          Please indicate your acceptance of this addition by signing the letter
below and returning a copy to us.  Thank you for your assistance regarding this
matter.

                                   Very truly yours,



                                   E. Blake Moore, Jr.
                                   Secretary

APPOINTED ACCEPTED:

   
PFPC, INC.
    


By:
   ---------------------------
Title:
      ------------------------


                                      C-24

<PAGE>



   
            THIS PAGE MUST BE KEPT AS THE LAST PAGE OF THE DOCUMENT.
    



   
SoftSolution Network ID: LA-DPS-37800.14        Type: SMT
    

12/24/96 10:02 am

<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
WORLDWIDE
GROWTH FUND                                  NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCKS -- 98.0%
- ----------------------------------------------
 
<TABLE>
<S>                        <C>         <C>
ARGENTINA -- 0.7%
  Compania Naviera Perez
    SA-B.................      51,415  $    292,551
  Cresud SA..............     225,000       443,250
                                       ------------
                                            735,801
                                       ------------
AUSTRALIA -- 1.2%
  Australian Gas & Light
    Co. LTD..............     120,000       505,440
  Broken Hill Proprietary
    Co. LTD..............       1,620        23,023
  F.H. Faulding & Co.
    LTD..................       4,200        21,130
  Pioneer International
    LTD..................      98,000       292,001
  Westfield Holdings
    LTD..................      30,000       421,200
                                       ------------
                                          1,262,794
                                       ------------
BELGIUM -- 0.8%
  Banque Bruxelles
    Lambert SA...........       1,930       361,039
  Barco NV...............       2,880       398,126
                                       ------------
                                            759,165
                                       ------------
DENMARK -- 0.3%
  Sparekassen Bikuben
    A/S..................       8,300       291,433
                                       ------------
FRANCE -- 5.3%
  Accor SA...............       2,568       387,497
  Axime Ex Segin*........       5,700       725,248
  Castorama Dubois.......       3,100       566,998
  Cetelem................       3,600       702,823
  Christian Dior SA......       4,200       560,278
  Coflexip SA*...........      15,000       641,153
  Lagardere Groupe SA....      15,500       411,382
  Salomon SA.............         470       302,744
  Sidel SA...............         130        33,237
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                        <C>         <C>
FRANCE (CONTINUED)
  Total SA-B.............      14,200  $    959,841
                                       ------------
                                          5,291,201
                                       ------------
GERMANY -- 5.7%
  Adidas AG..............      10,000       738,983
  Fresenius AG...........       6,700     1,233,254
  Gerresheimer Glas AG...       2,900       544,610
  Mannesmann AG..........       2,400       877,831
  RWE AG.................      18,000       726,102
  SGL Carbon AG..........      10,100       973,708
  Siemens AG.............       1,100       603,919
                                       ------------
                                          5,698,407
                                       ------------
GREECE -- 0.2%
  OTE Hellenic*..........       9,670       160,648
                                       ------------
HONG KONG -- 1.6%
  C.P. Pokphand Co.
    LTD..................     482,000       229,064
  Cheung Kong Holdings
    LTD..................      50,000       352,386
  Hong Kong & China Gas
    Co. LTD..............     170,000       335,251
  Hopewell Holdings
    LTD..................      11,000         6,401
  HSBC Holdings LTD......      30,000       450,019
  Tai Cheung Holdings
    LTD..................      10,000         9,117
  Tingyi (Cayman Island)
    Holdings Co. LTD*....   1,030,000       269,721
                                       ------------
                                          1,651,959
                                       ------------
ITALY -- 1.1%
  Ente Nazionale
    Idrocarburi SpA......     122,000       442,260
  Telecom Italia SpA.....     182,000       287,886
  Telecom Italia Mobile
    SpA..................     182,000       330,172
                                       ------------
                                          1,060,318
                                       ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                               1
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
WORLDWIDE
GROWTH FUND                                  NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                        <C>         <C>
JAPAN -- 20.0%
  Aida Engineering LTD...      14,000  $    119,280
  Canon, Inc.............      49,000       938,988
  Daiichi Corp...........      43,000     1,001,738
  Daiwa House Industry
    Co. LTD..............     104,000     1,641,257
  Gunze LTD..............      87,000       503,424
  Hitachi Cable Co.......      75,000       608,708
  Honda Motor Co. LTD....      38,000       831,713
  Hoya Corp..............      25,000       864,215
  Matsushita Industrial
    Electric Co..........      64,000     1,046,076
  Minebea Co. LTD........      98,000       842,328
  Mitsubishi Bank LTD....      47,250     1,003,100
  Mitsubishi Estate Co.
    LTD..................      50,000       690,433
  Mitsui Marine and Fire
    Insurance Co.........     128,000       969,123
  Nissan Motors Co.
    LTD..................     142,000     1,104,467
  Olympus Optical Co.
    LTD*.................     105,000     1,025,786
  Onward Kashiyama Co.,
    LTD..................      35,000       532,619
  Sanwa Bank LTD.........      50,000     1,009,816
  Sekisui Chemical Co....      43,000       565,497
  Sekisui Plastics Co.
    LTD..................      79,000       457,132
  Terumo Corp............      82,000       916,631
  Toyoda Machine Works
    LTD..................     100,000     1,080,269
  Yamazen Corp.*.........     190,000     1,086,938
  Yodogawa Steel Works
    LTD..................      90,000       709,314
  Yokogawa Electric
    Corp.................      45,000       473,439
                                       ------------
                                         20,022,291
                                       ------------
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                        <C>         <C>
KOREA -- 0.6%
  Korea Housing Bank*....      15,000  $    436,729
  Korea Mobile
    Telecommunications
    Corp.................         180       228,119
                                       ------------
                                            664,848
                                       ------------
MALAYSIA -- 1.2%
  Hume Industries........      47,000       237,599
  Malayan Banking BHD....      52,000       484,676
  O.Y.L. Industries BHD..      50,000       434,439
                                       ------------
                                          1,156,714
                                       ------------
MEXICO -- 1.6%
  Corporacion Industrial
    San Luis SA de CV....      88,000       474,304
  Gruma SA...............      84,000       297,375
  Grupo Industria Alfa,
    SA de CV.............      22,000       291,408
  Transportacion Maritima
    Mexicana SA de CV....      74,000       566,136
                                       ------------
                                          1,629,223
                                       ------------
NETHERLANDS -- 2.5%
  Hagemeyer NV...........       7,644       521,792
  Hollandsche Beton Groep
    NV...................          18         3,020
  IHC Caland NV..........       9,800       400,073
  Koninklijke Volker
    Stevin NV CVA........       5,400       365,669
  NV Holdingmaatschappij
    De Telegraaf CVA.....       3,500       708,056
  Oce-Van Der Grinten
    NV...................       5,800       541,005
                                       ------------
                                          2,539,615
                                       ------------
NORWAY -- 0.3%
  Sensonor AS*...........      39,100       341,645
                                       ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
2
<PAGE>
- -------------------------------------------------------------------
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                        <C>         <C>
PHILIPPINES -- 0.3%
  C&P Homes, Inc.........     150,000  $    113,073
  Fortune Cement
    Corp.*...............     440,000       205,725
                                       ------------
                                            318,798
                                       ------------
SINGAPORE -- 0.7%
  City Developments
    LTD..................      50,000       444,207
  DBS Land LTD...........      70,000       268,657
  United Overseas Bank
    LTD..................         495         4,996
                                       ------------
                                            717,860
                                       ------------
SOUTH AFRICA -- 0.1%
  Liberty Life
    Association of Africa
    LTD..................       4,000       125,313
                                       ------------
SPAIN -- 1.8%
  Gas Natural SDG SA,
    Class E..............       4,000       691,645
  Iberdrola SA...........      40,000       369,027
  Telefonica de Espana
    SA...................      48,000       761,905
                                       ------------
                                          1,822,577
                                       ------------
SWEDEN -- 0.8%
  Ericsson LM B-F........      21,450       471,182
  Nordbanken AB+.........      20,000       330,245
                                       ------------
                                            801,427
                                       ------------
SWITZERLAND -- 2.7%
  Ascom Holding AG.......         400       447,059
  Ciba Geigy AG..........         565       706,962
  Holderbank Financiere
    Glaris...............          10         7,546
  Sandoz AG..............         525       615,441
  Schw
    Rueckversicherungs...         450       456,050
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                        <C>         <C>
SWITZERLAND (CONTINUED)
  Zurich
    Versicherungsgesellschaft..      1,500 $    431,093
                                       ------------
                                          2,664,151
                                       ------------
THAILAND -- 0.2%
  K.R. Precision Public
    Co. LTD -- Foreign...      34,860       176,821
                                       ------------
UNITED KINGDOM -- 6.3%
  Bank of Scotland.......       2,020         7,347
  British Aerospace PLC..      48,000       628,788
  British Petroleum Co.
    PLC..................         634         5,545
  Danka Business Systems
    PLC..................      64,000       668,560
  Dixons Group PLC.......      90,000       613,507
  GKN PLC................      64,400       933,977
  Next PLC...............     100,000       773,937
  Siebe PLC..............      50,000       667,188
  Smith (David S.)
    Holdings PLC.........     110,000       516,670
  Thorn EMI PLC..........      19,126       491,175
  Victrex PLC............      48,000       217,404
  WPP Group PLC..........     260,000       793,000
                                       ------------
                                          6,317,098
                                       ------------
UNITED STATES OF AMERICA++ -- 42.0%
  Altera Corp.*+.........      14,600       815,775
  America Online, Inc.*..       8,200       459,200
  Ascend Communications,
    Inc.*................      15,200       818,900
  Aspect
    Telecommunications,
    Inc.*................       9,200       420,900
  Bed Bath & Beyond,
    Inc.*................       9,100       480,025
  BMC Industries, Inc....      13,300       285,950
  Boston Chicken, Inc.*..       6,800       231,625
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              3
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
WORLDWIDE
GROWTH FUND                                  NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                        <C>         <C>
UNITED STATES OF AMERICA++ (CONTINUED)
  British Biotech PLC
    (United Kingdom)*....       8,000  $    628,000
  C Tec Corp.*...........      10,500       391,125
  C-Cube Microsystems,
    Inc.*................       4,800       252,000
  Cabletron Systems,
    Inc.*................       2,650       175,562
  Cadence Design Systems,
    Inc.*................       7,700       339,762
  Callaway Golf Co.......      14,400       385,200
  Cambridge Tech
    Partners, Inc.*......       4,100       234,212
  Camco International,
    Inc..................      11,900       374,850
  Cellular
    Communications,
    Inc.*................       1,700        86,912
  Chesapeake Energy
    Co.*.................       9,400       434,750
  Cisco Systems, Inc.*...       7,400       343,175
  Cognex Corp.*..........      13,600       348,500
  CompUSA, Inc.*.........       9,000       498,375
  Concord EFS, Inc.*.....       5,500       145,750
  Continental Airlines,
    Inc.*................      11,400       642,675
  Danaher Corp...........       3,000       111,000
  Elamex SA de CV
    (Mexico)*............      36,000       324,000
  Elan Corp. PLC
    Sponsored ADR
    (Ireland)*...........      12,300       790,275
  Electroglas, Inc.*.....       8,800       135,300
  Electronics For
    Imaging, Inc.*.......      12,800       556,800
  Flextronics
    International LTD
    (Singapore)*.........      38,000     1,159,000
  Fremont General
    Corp.................      11,250       265,781
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                        <C>         <C>
UNITED STATES OF AMERICA++ (CONTINUED)
  FSI International,
    Inc..................      12,400  $    144,150
  Gartner Group, Inc.*...       6,800       414,800
  Gilead Sciences,
    Inc.*................       4,200       120,750
  Grand Casinos, Inc.*...      12,350       370,500
  Green Tree Financial
    Corp.................      10,700       367,812
  Grupo Tribasa SA de CV
    Sponsored ADR
    (Mexico)*............      40,000       275,000
  GTECH Holdings
    Corp.*...............      10,400       322,400
  Gucci Group NV
    (Italy)*.............      14,800       710,400
  HBO & Co...............       3,600       339,300
  HFS Inc.*..............       8,000       389,000
  Hilton Hotels Corp.....       3,600       338,400
  International Specialty
    Products, Inc.*......      24,000       303,000
  Jones Medical
    Industries, Inc......      11,550       444,675
  Kemet Corp.*...........      22,200       502,275
  Kent Electonics
    Corp.*...............       9,800       346,675
  Koor Industries LTD
    Sponsored ADR
    (Israel).............      16,900       327,437
  Larsen & Toubro LTD
    Sponsored GDR
    (India)..............      30,000       471,000
  Lattice Semiconductor
    Corp.*...............         800        22,700
  Lehman Brothers
    Holdings, Inc........      13,400       358,450
  Lernout & Hauspie
    Speech Products NV
    (Belgium)*...........      35,000     1,128,750
  L.G. Electronics, Inc.
    Sponsored GDR New
    (South Korea)*+......       1,668        22,695
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
4
<PAGE>
- -------------------------------------------------------------------
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                        <C>         <C>
UNITED STATES OF AMERICA++ (CONTINUED)
  Linear Technology,
    Inc..................       8,300  $    346,525
  Liposome Company,
    Inc.*................      15,500       323,562
  Liz Claiborne, Inc.....       9,200       315,100
  Macromedia, Inc.*......       6,700       286,425
  Marshall Industries*...      10,900       332,450
  Maxim Integrated
    Products, Inc.*......      10,000       310,000
  McAfee Associates,
    Inc.*................      12,750       698,063
  Medic Computer Systems,
    Inc.*................       6,200       469,650
  Memtec LTD Sponsored
    ADR (Australia)......      19,000       510,625
  Mentor Corp............      11,800       275,825
  Mercury General
    Corp.................       5,800       241,425
  Meredith Corp..........       6,100       251,625
  Microsoft Corp.*.......       3,500       360,938
  Moneda Chile Fund LTD
    (Chile)*.............      42,000       399,000
  Money Store, Inc.......      15,750       439,031
  Morgan Stanley Group,
    Inc..................       7,200       372,600
  Nautica Enterprises,
    Inc.*................       7,300       348,575
  Nice-Systems LTD
    (Israel)*............      40,000       520,000
  North Fork
    Bancorporation, Inc..       8,500       202,938
  Old Republic
    International Corp...      12,300       399,750
  Omnicare, Inc..........       7,400       398,675
  PT Telekomunikasi
    Sponsored ADR
    (Indonesia)*.........      16,000       494,000
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                        <C>         <C>
UNITED STATES OF AMERICA++ (CONTINUED)
  Pairgain Technology,
    Inc.*................       6,000  $    388,500
  Penncorp Financial
    Group, Inc...........       9,600       302,400
  Peoplesoft Inc.*.......       7,200       414,000
  Petro Canada...........      43,000       274,125
  Phycor, Inc.*..........       7,200       316,800
  Picturetel Corp.*......       7,800       241,800
  Primark Corp...........      10,900       403,300
  Quintiles Transnational
    Corp.*...............       5,100       331,500
  Reading & Bates
    Corp.*...............      30,600       604,350
  Robert Half
    International,
    Inc.*................      18,700       909,288
  Ross Stores, Inc.......      17,100       429,638
  Saville Systems PLC
    (Ireland)*...........      18,400       347,300
  Seagate Technology,
    Inc.*................      11,952       654,372
  Sonat Offshore Drilling
    Co...................       8,900       453,900
  Staples, Inc.*.........      15,300       311,738
  Structural Dynamics
    Research Corp.*......      14,400       486,000
  Student Loan Marketing
    Association..........       4,600       351,900
  Sun Microsystems,
    Inc.*................      18,200       796,250
  TCF Financial Corp.....       9,800       355,250
  Telecom Corporation of
    New Zealand Sponsored
    ADR (New Zealand)....       5,000       358,125
  Telefonos de Mexico SA
    Sponsored ADR
    (Mexico).............      17,500       575,313
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              5
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
WORLDWIDE
GROWTH FUND                                  NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                        <C>         <C>
UNITED STATES OF AMERICA++ (CONTINUED)
  Thermo Cardiosystems,
    Inc.*................       3,200  $    216,800
  Tidewater, Inc.........      13,700       520,600
  Tuntex Distinct Corp.
    (China)..............       5,001        31,911
  Universal Health Realty
    Income Trust*........       5,600       297,500
  U.S. Robotics Corp.*...       5,200       672,100
  USA Waste Services,
    Inc.*................      10,100       257,550
  Valero Energy Corp.....      10,700       263,488
  Videotron Holdings PLC
    Sponsored ADR (United
    Kingdom)*............      67,000     1,122,250
  Watson
    Pharmaceuticals*.....       7,600       304,000
  Wyle Electronics,
    Inc..................       8,000       277,000
  Xeikon NV Sponsored ADR
    (Belgium)*...........       5,600       108,500
  Xilinx, Inc.*..........       4,300       136,525
  Zions Bancorporation...       3,900       275,925
  20th Century
    Industries*..........      10,300       172,525
                                       ------------
                                         42,114,853
                                       ------------
TOTAL COMMON STOCKS
  (Cost $83,191,256).................    98,324,960
                                       ------------
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
 
<TABLE>
<S>                        <C>         <C>
WARRANTS/RIGHTS -- 0.0%
- ---------------------------------------------------
SINGAPORE
  United Overseas Bank
    LTD, 06/17/97
    (Cost $1,333)........         208  $        880
                                       ------------
TOTAL INVESTMENTS -- 98.0%
  (Cost $83,192,589).................  $ 98,325,840
OTHER ASSETS IN EXCESS OF LIABILITIES
  -- 2.0%............................     2,017,186
                                       ------------
NET ASSETS -- 100.0%.................  $100,343,026
                                       ------------
</TABLE>
 
- ------------
 * Non-income producing security.
 + Rule 144A security.
 ++ Certain securities issued by foreign companies are classified as United
    States securities as their underlying currency is the U.S. Dollar.
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
6
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
INTERNATIONAL
GROWTH FUND                                 NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS -- 95.1%
- ----------------------------------------------
 
<TABLE>
<S>                       <C>         <C>
ARGENTINA -- 0.7%
  Compania Naviera Perez
    SA..................      10,170  $    57,867
  Cresud SA.............      56,000      110,320
                                      -----------
                                          168,187
                                      -----------
AUSTRALIA -- 2.0%
  Australian Gas & Light
    Co. LTD.............      41,000      172,692
  F.H. Faulding & Co.
    LTD.................       1,000        5,031
  Pioneer International
    LTD.................      50,000      148,980
  Westfield Holdings
    LTD.................      11,600      162,864
                                      -----------
                                          489,567
                                      -----------
BELGIUM -- 0.6%
  Banque Bruxelles
    Lambert SA..........         380       71,085
  Barco NV..............         565       78,105
                                      -----------
                                          149,190
                                      -----------
DENMARK -- 0.3%
  Sparekassen Bikuben
    A/S.................       1,800       63,202
                                      -----------
FRANCE -- 6.9%
  Accor SA..............         800      120,716
  Axime Ex Segin*.......       1,300      165,408
  Castorama Dubois......         800      146,322
  Cetelem...............       1,000      195,229
  Christian Dior SA.....       1,500      200,099
  Coflexip SA*..........       5,200      222,266
  Lagardere Groupe SA...       5,000      132,704
  Salomon SA............         200      128,827
  Sidel SA..............          30        7,670
  Total SA-B............       4,800      324,453
                                      -----------
                                        1,643,694
                                      -----------
</TABLE>
 
                                            NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                       <C>         <C>
GERMANY -- 5.7%
  Adidas AG.............       2,600  $   192,136
  Fresenius AG..........       1,650      303,712
  Gerresheimer Glas AG..         800      150,237
  Mannesmann AG.........         710      259,691
  SGL Carbon AG.........       3,200      308,502
  Siemens AG............         270      148,235
                                      -----------
                                        1,362,513
                                      -----------
GREECE -- 0.2%
  OTE Hellenic*.........       3,260       54,117
                                      -----------
HONG KONG -- 2.6%
  C.P. Pokphand Co.
    LTD.................     104,000       49,424
  Cheung Kong Holdings
    LTD.................      16,000      112,763
  Hong Kong & China Gas
    Co. LTD.............      56,000      110,436
  Hopewell Holdings
    LTD.................       2,523        1,468
  HSBC Holdings LTD.....      12,000      180,008
  Paliburg International
    Holdings LTD........      31,500       18,840
  Tingyi (Cayman
    Islands) Holding Co.
    LTD*................     520,000      136,170
                                      -----------
                                          609,109
                                      -----------
ITALY -- 2.0%
  Cn Eni SpA............      30,000      108,752
  Safilo SpA............      12,000      252,069
  Telecom Italia SpA....      31,000       49,036
  Telecom Italia Mobile
    SpA.................      31,000       56,238
                                      -----------
                                          466,095
                                      -----------
JAPAN -- 29.5%
  Aida Engineering LTD..      23,000      195,961
  Canon, Inc............      14,000      268,282
  Daiichi Corp..........      16,000      372,740
  Daiwa House Industry
    Co. LTD.............      25,000      394,533
  Gunze LTD.............      43,000      248,819
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              7
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
INTERNATIONAL
GROWTH FUND                                 NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                       <C>         <C>
JAPAN (CONTINUED)
  Hitachi Cable Co......      15,000  $   121,742
  Honda Motor Co. LTD...      11,000      240,759
  Hoya Corp.............       6,000      207,412
  Matsushita Electric
    Co..................      25,000      408,623
  Minebea Co. LTD.......      29,000      249,260
  Mitsubishi Bank LTD...      14,700      312,075
  Mitsubishi Estate Co.
    LTD.................      20,000      276,173
  Mitsubishi Gas
    Chemical Co. Inc....      45,000      216,429
  Mitsui Marine & Fire
    Insurance Co........      35,000      264,995
  Nissan Motors Co.
    LTD.................      43,000      334,451
  Olympus Optical Co.
    LTD.................      35,000      341,929
  Sanwa Bank LTD........      15,000      302,945
  Sekisui Chemical
    Co..................      15,000      197,266
  Sekisui Plastics Co.
    LTD.................      32,000      185,167
  Terumo Corp...........      25,000      279,461
  Tokai Rika Co.........      30,000      281,809
  Toyoda Machine Works
    LTD.................      35,000      378,094
  Yamazen Corp.*........      73,000      417,613
  Yodogawa Steel Works
    LTD.................      31,000      244,319
  Yokogawa Electric
    Corp................      27,000      284,064
                                      -----------
                                        7,024,921
                                      -----------
KOREA -- 0.8%
  Korea Housing Bank*...       4,000      116,461
  Korea Mobile
   Telecommunications...          60       76,040
                                      -----------
                                          192,501
                                      -----------
MALAYSIA -- 1.4%
  Hume Industries.......      24,000      121,327
</TABLE>
 
                                            NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                       <C>         <C>
MALAYSIA (CONTINUED)
  Malayan Banking BHD...      12,000  $   111,848
  O.Y.L. Industries
    BHD.................      11,000       95,577
                                      -----------
                                          328,752
                                      -----------
MEXICO -- 2.0%
  Corporacion Industrial
    San Luis, SA de CV..      18,000       97,017
  Grupo Industria Alfa,
    SA de CV............       7,000       92,721
  Gruma SA*.............      50,000      177,009
  Transportacion
    Maritima Mexicana SA
    de CV...............      15,000      114,757
                                      -----------
                                          481,504
                                      -----------
NETHERLANDS -- 5.7%
  Baan Co. NV*..........       3,900      226,063
  Hagemeyer NV..........       3,233      220,690
  Holdingsmaatschappij
    de Telegraaf NV.....       1,100      222,532
  IHC Caland NV.........       5,200      212,284
  Oce-Van Der Grinten
    NV..................       1,800      167,898
  Randstad Holdings NV..       3,300      200,878
  Volker Stevin NV......       1,500      101,575
                                      -----------
                                        1,351,920
                                      -----------
NORWAY -- 0.3%
  Sensonor AS*..........       8,000       69,902
                                      -----------
PHILIPPINES -- 1.7%
  C & P Homes, Inc......      60,000       45,229
  DMCI Holdings, Inc.*..     364,000      236,183
  Fortune Cement
    Corp.*..............     110,000       51,431
  Republic Glass
    Holdings Corp.......     192,400       69,029
                                      -----------
                                          401,872
                                      -----------
SINGAPORE -- 1.4%
  City Developments
    LTD.................      20,000      177,683
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
8
<PAGE>
- -------------------------------------------------------------------
 
                                            NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                       <C>         <C>
SINGAPORE (CONTINUED)
  DBS Land LTD..........      41,000  $   157,356
                                      -----------
                                          335,039
                                      -----------
SOUTH AFRICA -- 0.2%
  Liberty Life
    Association of
    Africa LTD..........       1,500       46,992
                                      -----------
SPAIN -- 1.7%
  Acerinox SA...........          80        9,024
  Gas Natural SDG SA,
    Class E.............         900      155,620
  Iberdrola SA..........       8,000       73,806
  Telefonica de Espana
    SA..................      10,000      158,730
                                      -----------
                                          397,180
                                      -----------
SWEDEN -- 1.1%
  Ericsson LM B-F.......       7,040      154,644
  Nordbanken AB.........       6,400      105,679
                                      -----------
                                          260,323
                                      -----------
SWITZERLAND -- 3.1%
  Ascom Holding AG......         135      150,882
  Ciba Geigy AG.........         190      237,739
  Holderbank Financiere
    Glaris..............           5        3,773
  Sandoz AG.............         170      199,286
  Swiss Reinsurance
    Co..................         150      152,017
                                      -----------
                                          743,697
                                      -----------
THAILAND -- 0.2%
  K.R. Precision Public
    Co. LTD -- Foreign..       8,400       42,607
                                      -----------
UNITED KINGDOM -- 10.2%
  Bank of Scotland......         707        2,571
  British Aerospace
    PLC.................      15,000      196,496
  British Petroleum Co.
    PLC.................         162        1,416
  Danka Business Systems
    PLC.................      18,000      188,033
</TABLE>
 
                                            NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                       <C>         <C>
UNITED KINGDOM (CONTINUED)
  Dixons Group PLC......      34,000  $   231,770
  GKN PLC...............      18,000      261,050
  Next PLC..............      27,000      208,963
  Provident Financial
    PLC.................      17,000      235,010
  RTZ Corp. PLC.........          98        1,418
  Siebe PLC.............      21,000      280,219
  Smith (David S.)
    Holdings PLC........      32,000      150,304
  Thorn EMI PLC.........       8,838      226,969
  Victrex PLC...........      42,000      190,229
  WPP Group PLC.........      87,000      265,350
                                      -----------
                                        2,439,798
                                      -----------
UNITED STATES OF AMERICA++ -- 14.8%
  British Biotech PLC
    (United Kingdom)*...       3,700      290,450
  Elamex SA de CV
    (Mexico)............      13,000      117,000
  Elan Corp. PLC
    Sponsored ADR
    (Ireland)*..........       6,400      411,200
  Flextronics
    International, LTD
    (Singapore)*........      11,700      356,850
  Grupo Tribasa SA de CV
    Sponsored ADR
    (Mexico)*...........       8,000       55,000
  Gucci Group NV
    (Italy)*............       6,200      297,600
  Koor Industries LTD
    Sponsored ADR
    (Israel)............       3,900       75,562
  Larsen & Toubro LTD
    Sponsored GDR
    (India).............       8,117      127,437
  Lernout & Hauspie
    Speech Products NV
    (Belgium)*..........       6,700      216,075
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              9
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
INTERNATIONAL
GROWTH FUND                                 NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                       <C>         <C>
UNITED STATES OF AMERICA++ (CONTINUED)
  L.G. Electronics, Inc.
    Sponsored GDR New
    (South Korea)*+.....         372  $     5,061
  Memtec LTD Sponsored
    ADR (Australia).....       9,000      241,875
  Moneda Chile Fund
    Limited (Chile)*....       8,000       76,000
  Nice-Systems LTD
    (Israel)*...........      13,000      169,000
  Pliva Sponsored GDR
    (United Kingdom)*...       2,500       46,775
  PT Telekomunikasi
    Indonesia Sponsored
    ADR (Indonesia)*....       3,600      111,150
  Saville Systems PLC
    (Ireland)*..........       7,000      132,125
  Telecom Corporation of
    New Zealand
    Sponsored ADR (New
    Zealand)............       3,800      272,175
  Telefonos de Mexico SA
    Sponsored ADR
    (Mexico)............       6,700      220,263
  Videotron Holdings PLC
    Sponsored ADR
    (United Kingdom)*...      10,000      167,500
  Xeikon NV Sponsored
    ADR (Belgium)*......       7,000      135,625
                                      -----------
                                        3,524,723
                                      -----------
TOTAL COMMON STOCKS
  (Cost $20,111,780)................   22,647,405
                                      -----------
</TABLE>
 
                                           PRINCIPAL
                                            AMOUNT         VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                       <C>         <C>
REPURCHASE AGREEMENT -- 0.4%
- -------------------------------------------------
  J.P. Morgan & Co.,
    Inc.,
    $73,000 at 5.35%
    (Agreement dated
    03/29/96, to be
    repurchased at
    $100,045 on
    04/01/96;
    collateralized by
    $100,000 United
    States Treasury
    10.625%, due
    08/15/15.)
    (Cost $100,000).....  $  100,000  $   100,000
- -------------------------------------------------
COMMERCIAL PAPER -- 4.3%
- -------------------------------------------------
  Associates Corporation
    of America 5.43%,
    04/01/96 (Cost
    $1,016,693).........   1,017,000    1,016,693
                                      -----------
TOTAL INVESTMENTS -- 99.8%
  (Cost $21,228,473)................  $23,764,098
OTHER ASSETS IN EXCESS OF
  LIABILITIES -- 0.2%...............       41,530
                                      -----------
NET ASSETS -- 100.0%................  $23,805,628
                                      -----------
</TABLE>
 
- ------------
 * Non-income producing security.
 + Rule 144A restricted security.
 ++ These securities are classified as United States securities as their
    underlying currency is the U.S. Dollar.
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
10
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
EMERGING
COUNTRIES FUND                              NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS -- 95.6%
- ----------------------------------------------
 
<TABLE>
<S>                                             <C>          <C>
ARGENTINA -- 3.8%
  Cresud SA..................................      101,000   $  198,970
  Compania Naviera Perez SA -- B.............       68,873      391,887
  Siderca SA -- A............................      166,000      166,830
                                                             ----------
                                                                757,687
                                                             ----------
BRAZIL -- 6.3%
  Companhia Cervejaria Brahma *..............      775,000      392,207
  Ficap Marvin SA -- Preferred *.............      939,000       35,165
  Itausa Investimentos SA....................      284,000      192,591
  Refripar S.A. *............................   68,000,000      178,947
  Tam Transportes Aereos Regionais SA *......    5,030,000      218,917
  Telec do Rio *.............................    2,576,000      190,071
  Unipar-Uniao de Industrias Petroquimicas SA
    -- Preferred B...........................       51,863       44,619
                                                             ----------
                                                              1,252,517
                                                             ----------
CHINA -- 1.0%
  Shanghai Post & Telecommunications "B"
    Shares *.................................      330,000      190,080
                                                             ----------
                                                                190,080
                                                             ----------
GREECE -- 2.7%
  Alfa Beta Vassilopoulos....................        6,000       83,665
  Alte Technological.........................        4,133       73,154
  Hellenic Bottle Co. SA.....................        5,000      186,546
  OTE Hellenic *.............................       11,150      185,093
                                                             ----------
                                                                528,458
                                                             ----------
HONG KONG -- 5.6%
  C. P. Pokphand Co. LTD.....................      364,000      172,986
</TABLE>
 
                                            NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                             <C>          <C>
HONG KONG (CONTINUED)
  Peregrine Investments Holdings LTD.........      164,000   $  264,037
  Sinocan Holdings LTD.......................      748,000      282,930
  Tingy (Cayman Islands) Holdings Co. LTD *..    1,480,000      387,560
                                                             ----------
                                                              1,107,513
                                                             ----------
INDONESIA -- 3.5%
  PT Indorama Synthetics -- Foreign..........        3,500       11,711
  PT Roda Vivatex -- Foreign.................       50,500       32,393
  PT Semen Gresik -- Foreign.................       44,000      155,698
  PT Sorini Corporation -- Foreign...........       13,000       68,377
  PT Tigaraksa Satria -- Foreign.............       50,000      248,022
  PT Wicaksana Overseas -- Foreign...........       60,000      174,471
                                                             ----------
                                                                690,672
                                                             ----------
KOREA -- 5.6%
  Cho Hung Bank Co. LTD......................        6,500       88,023
  Daehan City *..............................        1,270      107,327
  Korea Electric Power Corp..................        3,980      164,386
  Korea Housing Bank *.......................        8,000      232,922
  Korea Mobile Telecommunications, Corp......           60       76,040
  LG Info & Communications LTD...............        2,100      206,580
  Samsung Electronics -- (New) *.............           15        1,763
  Seoul City Gas Co. LTD.....................         1900      150,119
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             11
<PAGE>
- -------------------------------------------------------------------
 
                                            NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                             <C>          <C>
KOREA (CONTINUED)
  Shinhan Bank...............................         3500   $   81,997
                                                             ----------
                                                              1,109,157
                                                             ----------
MALAYSIA -- 6.1%
  Fraser & Neave.............................       45,000      199,052
  Fraser & Neave Rights *....................       18,000       11,161
  Hume Industries............................       31,000      156,714
  Jaya Tiasa Holdings BHD....................       61,000      390,284
  Malayan Banking BHD........................       20,000      186,415
  O. Y. L. Industries BHD....................       31,000      269,352
                                                             ----------
                                                              1,212,978
                                                             ----------
MEXICO -- 6.0%
  Corporacion Interamericana de Entertainment
    SA *.....................................      199,000      343,012
  Corporacion Industrial San Luis SA de CV...       36,000      194,033
  Gruma SA *.................................       43,000      152,228
  Grupo Industrial Alfa, SA de CV............       12,000      158,950
  Industrias Penoles SA -- CP................       25,000      106,736
  Tablex SA de CV............................       52,000       93,768
  Transportacion Maratima Mexicana SA -- A...        9,000       68,855
  Transportacion Maratima Mexicana SA -- L...       10,000       82,206
                                                             ----------
                                                              1,199,788
                                                             ----------
PERU -- 1.8%
  Cementos Norte Pacasmayo...................       35,749       46,886
  CPT Telefonica de Peru SA -- B.............      116,664      240,162
</TABLE>
 
                                            NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                             <C>          <C>
PERU (CONTINUED)
  Enrique Ferreyros SA.......................       48,874   $   61,196
                                                             ----------
                                                                348,244
                                                             ----------
PHILIPPINES -- 6.6%
  DMCI Holdings *............................      475,000      308,206
  C & P Homes, Inc...........................       26,500       19,976
  Filinvest Land Inc. *......................      200,000       93,511
  Fortune Cement Corp. *.....................      420,000      196,374
  Marsman & Co., Inc.........................      315,000      189,361
  Republic Glass Holdings Corp...............    1,375,000      493,321
  Selecta Dairy Products, Inc................       50,000        2,901
                                                             ----------
                                                              1,303,650
                                                             ----------
POLAND -- 0.9%
  Elektrim Spolda Akcyjna SA.................       15,000       88,542
  Zaklady Przemyslu Cukierniczego Jutrzenka
    SA.......................................        6,000      100,463
                                                             ----------
                                                                189,005
                                                             ----------
SINGAPORE -- 1.9%
  City Development LTD.......................       22,000      195,451
  DBS Land LTD...............................       50,000      191,898
                                                             ----------
                                                                387,349
                                                             ----------
SOUTH AFRICA -- 4.5%
  Barlow LTD.................................       18,000      230,075
  Dorbyl LTD.................................        9,200      131,429
  Liberty Life Association of Africa LTD.....        4,500      140,977
  Metro Cash & Carry.........................       28,000      121,053
  Pick'n Pay Stores LTD......................       76,000      268,571
                                                             ----------
                                                                892,105
                                                             ----------
THAILAND -- 8.3%
  Grammy Entertainment PLC -- Foreign *......       39,000      355,459
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
12
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
EMERGING
COUNTRIES FUND                              NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                             <C>          <C>
THAILAND (CONTINUED)
  K.R. Precision Public Co., LTD --
    Foreign..................................       33,040   $  167,589
  Serm Suk Co. LTD -- Local..................        2,000       41,371
  Serm Suk Co. LTD -- Foreign................        3,700      110,260
  Srithai Superware Company LTD -- Foreign...       24,300      183,923
  Thai Farmers Bank -- Foreign...............       29,000      340,162
  Thai Stanley Electric Co., LTD --
    Foreign..................................       15,000       70,141
  Tipco Asphalt Co. LTD -- Foreign...........       62,800      328,496
  United Communication Industry -- Foreign...        4,000       54,844
                                                             ----------
                                                              1,652,245
                                                             ----------
TURKEY -- 3.5%
  Anadolu Biracilik ve Malt Sanayii S.A......    1,200,000      110,138
  Demirbank T. A. S..........................    3,283,000      127,482
  Eregli Demir Ve Celik Fabrikalari T.A.S....    1,230,000      144,154
  Raks Electroni *...........................      230,000       90,935
  Tukas *....................................      340,000       88,817
  Turk Siemens Kablo Ve Elektrik Sanayii A.
    S........................................      400,000      141,203
                                                             ----------
                                                                702,729
                                                             ----------
UNITED STATES OF AMERICA++ -- 27.5%
  Banco Frances del Rio de la Plata SA
    (Argentina)..............................       10,100      276,488
</TABLE>
 
                                            NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                             <C>          <C>
UNITED STATES OF AMERICA++ (CONTINUED)
  Banco Industrial Colombiano Sponsored ADR
    -- (Colombia)............................        4,000   $   74,000
  Banque Marocaine (Morocco) *...............       14,000      177,800
  BSES LTD (India) *.........................       10,000      165,000
  Cementos Diamante SA (Peru)................        3,400       67,283
  Czech Republic Fund, Inc. (Czech
    Republic)................................       10,134      140,609
  Elamex SA de CV (Mexico)...................       31,000      279,000
  Erciyas Biracilik VE Malt Sanayii
    (Turkey).................................        4,000       48,000
  First New Independent States Regional *....       15,000      120,000
  Flextronics International LTD (Singapore)
    *........................................       14,100      430,050
  Gilat Satellite Networks LTD *(Israel).....        6,000      145,500
  Grasim Industries (India)..................       13,300      232,750
  Gujarat Ambuja Cements Sponsored GDR
    (India)..................................       22,600      276,737
  India Growth Fund, Inc (India).............        3,867       56,555
  Koor Industries LTD Sponsored ADR
    (Israel).................................        4,600       89,125
  La Cementos Nacional (Ecuador) 144A *+.....        1,270      196,850
  Larsen & Toubro LTD Sponsored GDR
    (India)..................................       14,000      219,800
  Moneda Chile Fund LTD (Chile) *............       10,000       95,000
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             13
<PAGE>
- -------------------------------------------------------------------
 
                                            NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                             <C>          <C>
UNITED STATES OF AMERICA++ (CONTINUED)
  Morgan Stanley India Investment Fund, Inc.
    (India) *................................       10,000   $  111,250
  Nice Systems LTD (Israel)..................       30,700      399,100
  PT Telekomunikasi Sponsored ADR (Indonesia)
    *........................................        7,300      225,387
  Pakistan Investment Fund, Inc. (Pakistan)..       18,100      110,862
  Pliva Sponsored GDR (United Kingdom).......        5,500      102,905
  ROC Taiwan Fund (Taiwan) *.................        1,000       10,375
  Samsung Electronics
    Co. -- Voting Sponsored GDR (Korea) *....           32        1,896
  Samsung Electronics
    Co. -- New GDS (Korea) *.................           10          571
  Saville Systems PLC (Ireland) *............       10,800      203,850
  SDL, Inc. *................................        1,950       58,500
  Siderurgica Venezolana Sivensa, Saica
    S.A.C.A. (Venezuela).....................       47,300       94,600
  Taiwan Fund, Inc. (Taiwan).................        3,750       85,313
  Telecomunicacoes Brasileiras S.A. -- ADR
    (Brazil).................................        3,600      179,100
  Teledata Communication * (Israel)..........       22,400      238,000
  Telefonos De Mexico SA Sponsored ADR
    (Mexico).................................        5,800      190,675
</TABLE>
 
                                            NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                             <C>          <C>
UNITED STATES OF AMERICA++ (CONTINUED)
  Total Access Communication (Thailand)......       31,000   $  272,800
  Wockhardt LTD * (India)....................       14,000      115,500
                                                             ----------
                                                              5,491,231
                                                             ----------
TOTAL COMMON STOCKS
  (Cost $17,636,887)......................................   $19,015,408
                                                             ----------
<CAPTION>
 
                                                PRINCIPAL
                                                  AMOUNT       VALUE
<S>                                             <C>          <C>
- -----------------------------------------------------------------------
COMMERCIAL PAPER -- 7.2%
- -----------------------------------------------------------------------
  Associates Corporation of America,
    5.43%, 04/01/96..........................   $  485,000      485,000
  UBS Finance Delaware Inc.
    5.43%, 04/01/96..........................      952,000      952,000
                                                             ----------
TOTAL COMMERCIAL PAPER
  (Cost $1,437,000).......................................    1,437,000
                                                             ----------
TOTAL INVESTMENTS -- 102.8%
  (Cost $19,073,887)......................................   $20,452,408
LIABILITIES IN EXCESS OF OTHER ASSETS -- (2.8%)...........
                                                               (553,422)
                                                             ----------
NET ASSETS -- 100.0%......................................   $19,898,986
                                                             ----------
</TABLE>
 
- ------------
* Non-income producing security
 
+ Rule 144A restricted security
 
++ Certain securities issued by foreign companies are classified as United
   States securities and their underlying currency is the U.S. Dollar.
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
14
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF ASSETS AND LIABILITIES FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
AS OF MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                                          WORLDWIDE     INTERNATIONAL      EMERGING
                                                                           GROWTH           GROWTH        COUNTRIES
                                                                            FUND             FUND            FUND
                                                                       ---------------  --------------  --------------
<S>                                                                    <C>              <C>             <C>
ASSETS
  Investments, at value*.............................................  $    98,325,840  $   23,764,098  $   20,452,408
  Foreign currencies, at value**.....................................        1,820,893         739,804          40,833
  Cash...............................................................          110,721           3,917          12,396
  Receivable for investment securities sold..........................        2,328,956         860,105         371,163
  Receivable for interests sold......................................          188,918          44,576         194,538
  Dividends and interest receivable..................................          282,917          66,818          19,845
  Due from advisor...................................................               --          27,007          29,500
  Deferred organization costs........................................           12,927             829              --
  Other assets.......................................................              663             191           2,806
                                                                       -----------------------------------------------
    Total assets.....................................................      103,071,835      25,507,345      21,123,489
                                                                       -----------------------------------------------
LIABILITIES
  Payable for investment securities purchased........................        2,277,497       1,649,877       1,159,097
  Payable for interests repurchased..................................          261,296              --           9,049
  Accrued expenses...................................................          190,016          51,840          56,357
                                                                       -----------------------------------------------
    Total liabilities................................................        2,728,809       1,701,717       1,224,503
                                                                       -----------------------------------------------
NET ASSETS...........................................................  $   100,343,026  $   23,805,628  $   19,898,986
                                                                       -----------------------------------------------
COMPOSITION OF NET ASSETS
  Paid-in capital....................................................  $    76,264,978  $   21,186,125  $   18,753,381
  Accumulated net investment income..................................          545,343         110,388          48,405
  Accumulated net realized gain (loss)...............................        7,494,440        (189,498)       (256,470)
  Accumulated net realized foreign exchange gain (loss)..............          907,863         165,204         (24,857)
  Net unrealized foreign exchange gain (loss)........................           (2,849)         (2,216)              6
  Net unrealized appreciation of investments and foreign currency....       15,133,251       2,535,625       1,378,521
                                                                       -----------------------------------------------
    Net assets.......................................................  $   100,343,026  $   23,805,628  $   19,898,986
                                                                       -----------------------------------------------
*Investments, at cost................................................  $    83,192,589  $   21,228,473  $   19,073,887
                                                                       -----------------------------------------------
**Foreign currencies, at cost........................................  $     1,820,308  $      738,051  $       42,545
                                                                       -----------------------------------------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             15
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF OPERATIONS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
FOR THE YEAR ENDED MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                                            WORLDWIDE     INTERNATIONAL    EMERGING
                                                                              GROWTH         GROWTH        COUNTRIES
                                                                               FUND           FUND           FUND
                                                                          --------------  -------------  -------------
<S>                                                                       <C>             <C>            <C>
INVESTMENT INCOME
  INCOME
    Dividends...........................................................  $    1,303,881  $     291,589  $     115,314
    Interest............................................................         171,883         34,048         48,637
                                                                          --------------------------------------------
      Total income......................................................       1,475,764        325,637        163,951
                                                                          --------------------------------------------
  EXPENSES
    Advisory fee........................................................         980,556        187,128        107,680
    Accounting fee......................................................          75,052         75,000         69,519
    Administration fee..................................................          34,149          6,507          2,940
    Audit & tax services................................................          27,488          4,777          2,331
    Custodian fee.......................................................          65,994         57,911         34,923
    Insurance...........................................................           2,381            458            233
    Legal fee...........................................................           1,731            514            179
    Miscellaneous.......................................................          32,555         28,856         15,349
    Organization costs..................................................           6,313            300             --
    Trustees' fee.......................................................           8,411          8,450          8,450
                                                                          --------------------------------------------
      Total expenses....................................................       1,234,630        369,901        241,604
    Less: Reimbursement from advisor....................................         (58,228)      (117,279)      (103,775)
                                                                          --------------------------------------------
      Net expenses......................................................       1,176,402        252,622        137,829
                                                                          --------------------------------------------
        Net investment income...........................................         299,362         73,015         26,122
                                                                          --------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized gain (loss) from:
    Security transactions...............................................       8,223,209         61,956        (35,846)
    Foreign exchanges...................................................         792,348        197,499        (25,318)
  Change in net unrealized appreciation of investments and foreign
    currency............................................................       9,091,917      2,584,830      1,751,439
                                                                          --------------------------------------------
    Net gain on investments.............................................      18,107,474      2,844,285      1,690,275
                                                                          --------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS....................  $   18,406,836  $   2,917,300  $   1,716,397
                                                                          --------------------------------------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
16
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
<TABLE>
<CAPTION>
                                                                                                      EMERGING COUNTRIES FUND
                                               WORLDWIDE GROWTH FUND     INTERNATIONAL GROWTH FUND   -------------------------
                                             -------------------------   -------------------------                   FOR THE
                                               FOR THE       FOR THE       FOR THE       FOR THE       FOR THE       PERIOD
                                             YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED       ENDED
                                              MARCH 31,     MARCH 31,     MARCH 31,     MARCH 31,     MARCH 31,     MARCH 31,
                                                1996          1995          1996          1995          1996          1995*
                                             -----------   -----------   -----------   -----------   -----------   -----------
<S>                                          <C>           <C>           <C>           <C>           <C>           <C>
INCREASE IN NET ASSETS
  OPERATIONS
    Net investment income..................  $   299,362   $   240,302   $    73,015   $    33,806   $    26,122   $   22,283
    Net realized gain (loss) from security
      transactions and foreign exchange....    9,015,557    (1,521,055)      259,455      (323,554)      (61,164)    (220,163)
    Change in net unrealized appreciation
      (depreciation) of investments and
      foreign currency.....................    9,091,917       277,524     2,584,830      (270,042)    1,751,439     (372,912)
                                             ---------------------------------------------------------------------------------
      Net increase (decrease) in net assets
        from operations....................   18,406,836    (1,003,229)    2,917,300      (559,790)    1,716,397     (570,792)
                                             ---------------------------------------------------------------------------------
  TRANSACTIONS IN INTERESTS
    Contributions by partners..............   17,650,729    39,169,871     6,044,445    15,092,291    16,175,253    5,244,412
    Withdrawals by partners................  (33,276,911)  (30,285,996)   (2,768,514)     (609,534)   (1,272,742)  (1,393,542)
                                             ---------------------------------------------------------------------------------
      Net increase (decrease) in net assets
        from transactions in interests.....  (15,626,182)    8,883,875     3,275,931    14,482,757    14,902,511    3,850,870
                                             ---------------------------------------------------------------------------------
      Total increase in net assets.........    2,780,654     7,880,646     6,193,231    13,922,967    16,618,908    3,280,078
NET ASSETS:
  BEGINNING OF PERIOD......................   97,562,372    89,681,726    17,612,397     3,689,430     3,280,078           --
                                             ---------------------------------------------------------------------------------
  END OF PERIOD............................  $100,343,026  $97,562,372   $23,805,628   $17,612,397   $19,898,986   $3,280,078
                                             ---------------------------------------------------------------------------------
</TABLE>
 
- ---------------
*Commenced operations on November 28, 1994.
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             17
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS
- -------------------------------------------------------------------
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION
 
  Nicholas-Applegate Investment Trust (the "Master Trust"), a diversified,
open-end management investment company organized as a Delaware business trust,
is comprised of twelve investment vehicles (each a "Fund" and collectively the
"Funds") as of March 31, 1996. Each Fund has up to five Portfolios which have
invested in the respective series of the Master Trust to achieve their
investment objective.
 
  The investment objectives of the Funds are as follows:
 
  Worldwide Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in growth stocks of U.S. and foreign companies.
 
  International Growth Fund seeks to maximize long-term capital appreciation
through investment primarily in equity securities of non-U.S. companies.
 
  Emerging Countries Fund seeks to maximize long-term capital appreciation
through investment primarily in equity securities of companies in developing
countries of the world.
 
SECURITIES TRANSACTIONS
 
  Equity securities are valued at the last sale price (for exchange-listed
securities) or the mean between the last bid and asked price (if lacking any
sales and for over-the-counter securities). Debt securities generally are valued
at the mean between the last bid and asked prices. Securities with 60 days or
less remaining to maturity are valued on an amortized cost basis which
approximates market value.
 
  Securities for which market quotations are not readily available are valued at
fair value determined in good faith by or under the direction of the Master
Trust's Board of Trustees.
 
  Securities transactions are recognized on the trade date. Realized gains and
losses from securities transactions are calculated using the first-in, first-out
method. Dividend income is recognized on the ex-dividend date, and interest
income is recorded on the accrual basis. Discounts and premiums on securities
purchased are amortized over the life of the respective securities.
 
FOREIGN CURRENCY TRANSLATION
 
  Foreign currency balances of the Worldwide Growth Fund, International Growth
Fund and Emerging Countries Fund, other than the cost of investments, are
translated into U.S. dollar values at the bid price of such currency against the
U.S. dollar last quoted on the valuation date.
 
  Gains and losses on securities transactions resulting from fluctuations in
foreign currency exchange rates are not isolated. The Funds report these foreign
currency related transactions as components of realized and unrealized gains for
financial reporting purposes, whereas such components are treated as ordinary
income for Federal income tax purposes.
 
FEDERAL INCOME TAXES
 
  The Funds are treated as partnerships for federal income tax purposes. Any
interest, dividends and gains or losses of a Fund will be deemed to have been
"passed through" to the Portfolios.
 
DEFERRED ORGANIZATION COSTS
 
  Organization costs incurred by the Master Trust have been allocated to the
various Funds based upon management's best estimate of the costs applicable to
each Fund. These costs have been deferred and will be amortized over a period of
60 months from the date the Funds commenced operations.
 
USE OF ESTIMATES
 
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
 
- --------------------------------------------------------------------------------
 
18
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
B. TRANSACTIONS WITH AFFILIATES
 
ADVISORY AGREEMENTS
 
  The investment adviser to the Master Trust is Nicholas-Applegate Capital
Management ("Nicholas-Applegate"). The advisory fee is computed daily for the
Funds based upon the following percentages of each Fund's average daily net
assets:
 
<TABLE>
<CAPTION>
                                FIRST $500      NEXT $500     EXCESS OF
                                  MILLION        MILLION      $1 BILLION
                               -------------  -------------  ------------
<S>                            <C>            <C>            <C>
Worldwide Growth Fund........        1.00%          0.90%          0.85%
International Growth Fund....        1.00%          0.90%          0.85%
Emerging Countries Fund......        1.25%          1.25%          1.25%
</TABLE>
 
EXPENSE LIMITATIONS
 
  Nicholas-Applegate and the Master Trust have undertaken to limit the Funds'
expenses to certain annual levels through March 31, 1997. In subsequent years,
overall operating expenses for each Fund will not fall below the percentage
limitation until the Investment Adviser has been fully reimbursed for fees
foregone or expenses paid by the Investment Adviser under this agreement, as
each Fund will reimburse the Investment Advisor in subsequent years when
operating expenses (before reimbursement) are less than the applicable
percentage limitation.
 
  The cumulative unreimbursed amounts paid by Nicholas-Applegate on behalf of
the Funds, during the period from inception (respectively) to March 31, 1996 are
as follows:
 
<TABLE>
<S>                                   <C>
Worldwide Growth Fund...............  $ 233,923
International Growth Fund...........    195,657
Emerging Countries Fund.............    111,773
</TABLE>
 
C. INVESTMENT TRANSACTIONS
 
  The aggregate purchases and sales of investment securities, other than
short-term obligations, for the fiscal year ended March 31, 1996, were as
follows (in 000's):
 
<TABLE>
<CAPTION>
                                   PURCHASES      SALES
                                  -----------  -----------
<S>                               <C>          <C>
Worldwide Growth Fund...........  $   123,233  $   138,719
International Growth Fund.......       27,950       25,118
Emerging Countries Fund.........       23,411        9,294
</TABLE>
 
  At March 31, 1996, the net unrealized appreciation (depreciation) based on the
cost of investments for Federal income tax purposes was as follows (in 000's):
 
<TABLE>
<CAPTION>
                       TAX          GROSS          GROSS           NET
                     COST OF     UNREALIZED     UNREALIZED     UNREALIZED
                   INVESTMENTS  APPRECIATION   DEPRECIATION   APPRECIATION
                   -----------  -------------  -------------  -------------
<S>                <C>          <C>            <C>            <C>
Worldwide Growth
 Fund............   $  83,201     $  16,965      $   1,840      $  15,125
International
 Growth Fund.....      21,238         2,765            236          2,529
Emerging
 Countries Fund..      19,074         1,905            527          1,378
</TABLE>
 
D. OFF BALANCE SHEET RISKS
 
  The Worldwide Growth, International Growth and Emerging Countries Funds'
investment in foreign securities may entail risks due to the potential of
political and economic instability in the countries where the securities are
being offered. In addition, foreign exchange fluctuations could affect the value
of positions held. It is the Funds' policy to continuously monitor its exposure
to these risks.
 
- --------------------------------------------------------------------------------
 
                                                                             19
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
E. SELECTED RATIO DATA
<TABLE>
<CAPTION>
                                                                                 RATIO OF           RATIO OF
                                         RATIO OF            RATIO OF         NET INVESTMENT     NET INVESTMENT
                                       EXPENSES TO         EXPENSES TO          INCOME TO       INCOME (DEFICIT)
                                         AVERAGE             AVERAGE             AVERAGE           TO AVERAGE
                                       NET ASSETS,         NET ASSETS,         NET ASSETS,         NET ASSETS,     PORTFOLIO
                                      AFTER EXPENSE       BEFORE EXPENSE      AFTER EXPENSE      BEFORE EXPENSE     TURNOVER
                                      REIMBURSEMENTS      REIMBURSEMENTS      REIMBURSEMENTS     REIMBURSEMENTS       RATE
- ----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                 <C>                 <C>                <C>
WORLDWIDE GROWTH FUND*
  For the year ended 03/31/96.....           1.20%               1.26%               0.31%              0.25%         132.20%
  For the year ended 03/31/95.....           1.20%               1.30%               0.24%              0.14%          98.54%
  For the period ended
    03/31/94+.....................           1.20%               1.36%               0.01%             (0.15)%         95.09%
INTERNATIONAL GROWTH FUND*
  For the year ended 03/31/96.....           1.35%               1.98%               0.39%             (0.24)%        141.02%
  For the year ended 03/31/95.....           1.35%               1.85%               0.24%             (0.26%)         74.85%
  For the period ended
    03/31/94+.....................           1.35%               2.28%               0.41%             (0.52%)         23.71%
EMERGING COUNTRIES FUND*
  For the year ended 03/31/96.....           1.60%               2.80%               0.30%             (0.90%)        118.21%
  For the period ended
    03/31/95+.....................           1.60%               1.81%               1.73%              1.52%          60.79%
 
<CAPTION>
 
                                     BROKERAGE
                                    COMMISSIONS
                                     PER SHARE
- ----------------------------------
<S>                                 <C>
WORLDWIDE GROWTH FUND*
  For the year ended 03/31/96.....   $  0.0187
  For the year ended 03/31/95.....          --
  For the period ended
    03/31/94+.....................          --
INTERNATIONAL GROWTH FUND*
  For the year ended 03/31/96.....   $  0.0128
  For the year ended 03/31/95.....          --
  For the period ended
    03/31/94+.....................          --
EMERGING COUNTRIES FUND*
  For the year ended 03/31/96.....   $  0.0022
  For the period ended
    03/31/95+.....................          --
</TABLE>
 
- -------------
*Worldwide Growth Fund, International Growth Fund and Emerging Countries Fund
 commenced operations on April 19, 1993, January 3, 1994 and November 28, 1994,
 respectively.
 
+Annualized
 
- --------------------------------------------------------------------------------
 
20
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------
ERNST & YOUNG LLP
515 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071
PHONE: 213 977 3200
 
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF
NICHOLAS-APPLEGATE MUTUAL FUNDS
 
We have audited the accompanying statements of assets and liabilities of the
following portfolios of Nicholas-Applegate Mutual Funds: Worldwide Growth A, B &
C Portfolios, International Growth A, B & C Portfolios, and Emerging Countries
A, B & C Portfolios (hereinafter the "Portfolios"), as of March 31, 1996, and
the related statements of operations and changes in net assets and the financial
highlights for the fiscal year then ended. These financial statements and
financial highlights are the responsibility of the Portfolios' management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The statements of changes in net
assets and the financial highlights of the A & C Portfolios for the fiscal year
ended March 31, 1995 and the financial highlights of Worldwide Growth A & C
Portfolios for the fiscal year ended March 31, 1994 were audited by other
auditors whose report dated May 12, 1995 expressed an unqualified opinion on
those financial statements and financial highlights.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, the 1996 financial statements and financial highlights referred
to above present fairly, in all material respects, the financial positions of
the Portfolios as of March 31, 1996, and the results of their operations,
changes in their net assets and the financial highlights for the fiscal year
then ended, in conformity with generally accepted accounting principles.
 
                                                           /s/ Ernst & Young LLP
 
May 10, 1996
 
- --------------------------------------------------------------------------------
 
                                                                              21
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------
ERNST & YOUNG LLP
515 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071
PHONE: 213 977 3200
 
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF
NICHOLAS-APPLEGATE INVESTMENT TRUST
 
We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of the following series of Nicholas-Applegate
Investment Trust: Worldwide Growth Fund, International Growth Fund, and Emerging
Countries Fund (hereinafter the "Funds"), as of March 31, 1996, and the related
statements of operations and changes in net assets for the fiscal year then
ended. These financial statements are the responsibility of the Funds'
management. Our responsibility is to express an opinion on these financial
statements based on our audits. The statement of changes in net assets of the
Funds for the fiscal year ended March 31, 1995 were audited by other auditors
whose report dated May 12, 1995 expressed an unqualified opinion on those
financial statements.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of March 31, 1996, by correspondence with
the custodians. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, the 1996 financial statements referred to above present fairly,
in all material respects, the financial positions of the Funds as of March 31,
1996, and the results of their operations and changes in their net assets for
the fiscal year then ended, in conformity with generally accepted accounting
principles.
 
                                                           /s/ Ernst & Young LLP
 
May 10, 1996
 
- --------------------------------------------------------------------------------
 
22
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
EMERGING
GROWTH FUND                                  NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK -- 98.6%
- ----------------------------------------------
 
<TABLE>
<S>                                               <C>           <C>
ADVERTISING -- 0.4%
  CKS Group*.................................        65,000     $  1,657,500
  Eagle River Interactive, Inc.*.............        40,000          520,000
                                                                ------------
                                                                   2,177,500
                                                                ------------
AEROSPACE -- 0.5%
  Hexcel Corp.*..............................        43,600          512,300
  Rohr Industries, Inc.*.....................        90,000        1,620,000
  Tracor, Inc.*..............................        40,000          697,500
                                                                ------------
                                                                   2,829,800
                                                                ------------
AGRICULTURE -- 0.5%
  Dekalb Genetics Corp. Class B..............        19,500        1,447,875
  Delta & Pine Land Co.......................        30,000        1,668,750
                                                                ------------
                                                                   3,116,625
                                                                ------------
AIR FREIGHT/SHIPPING -- 0.3%
  Atlas Air, Inc.*...........................        42,600        1,597,500
                                                                ------------
AIRLINES -- 2.6%
  Alaska Air Group, Inc.*....................        55,200        1,476,600
  America West Airlines, Inc.*...............       125,400        2,680,425
  Mesa Airlines, Inc.*.......................       225,000        2,418,750
  Midwest Express Holdings, Inc.*............        40,000        1,500,000
  Reno Air, Inc.*............................        20,000          250,000
  Trans World Airlines, Inc.*................       335,000        6,700,000
                                                                ------------
                                                                  15,025,775
                                                                ------------
ALCOHOLIC BEVERAGES -- 0.1%
  Mondavi (Robert) Corp.*....................        21,900          563,925
                                                                ------------
APPAREL -- 3.3%
  Authentic Fitness Corp.....................        59,500        1,539,562
  Cole Kenneth Productions, Inc.*............       106,000        1,894,750
  Donnkenny, Inc.*...........................        99,000        1,596,375
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
APPAREL (CONTINUED)
  Marisa Christina, Inc.*....................        40,400     $    813,050
  Nautica Enterprises, Inc.*.................       108,825        5,196,394
  Quiksilver, Inc.*..........................        46,200        1,466,850
  St. John Knits, Inc........................        24,000        1,617,000
  Urban Outfitters, Inc.*....................        20,000          605,000
  Vans, Inc.*................................        60,000          832,500
  Wolverine Worldwide, Inc...................       139,800        3,914,400
                                                                ------------
                                                                  19,475,881
                                                                ------------
BIOTECHNOLOGY -- 5.2%
  Alteon, Inc.*..............................        60,000          615,000
  Applied Bioscience International, Inc.*....        80,000          730,000
  Arthrocare Corp.*..........................        27,200          598,400
  Biochem Pharma, Inc.*......................        10,300          422,300
  Carrington Laboratories, Inc.*.............         8,500          244,375
  Cytel Corp.*...............................        30,000          225,000
  Cytyc Corp.*...............................         7,000          117,250
  Depotech Corp.*............................        20,000          490,000
  Endovascular Technologies, Inc.*...........        40,000          400,000
  Femrx, Inc.*...............................        20,000          195,000
  Genome Therapeutics Corp.*.................        37,000          383,875
  Gilead Sciences, Inc.*.....................        45,000        1,293,750
  IDEXX Laboratories Inc.*...................        29,800        1,251,600
  Integra Lifesciences Corp.*................        23,000          270,250
  Interneuron Pharmaceuticals, Inc.*.........        63,400        2,353,725
  Martek Biosciences Corp.*..................        65,800        2,368,800
  Matritech, Inc.*...........................        13,000          151,125
  Medimmune, Inc.*...........................        55,000          866,250
  Mentor Corp................................       144,200        3,370,675
  Neurex Corp.*..............................       120,000        2,490,000
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              23
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
EMERGING
GROWTH FUND                                  NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>           <C>
BIOTECHNOLOGY (CONTINUED)
  Neurogen Corp.*............................        52,000     $  1,794,000
  Nexstar Pharmaceuticals, Inc.*.............        50,000          987,500
  Pharmaceutical Product Development,
    Inc.*....................................         9,000          317,250
  Protein Design Laboratories, Inc.*.........        72,000        1,773,000
  Quintiles Transnational Corp.*.............        48,600        3,159,000
  Regeneron Pharmaceuticals, Inc.*...........        40,000          510,000
  Sequana Therapeutics, Inc.*................         8,000          156,000
  Sequus Pharmaceuticals, Inc.*..............       194,100        2,681,006
  Theratech, Inc.*...........................        16,400          348,500
                                                                ------------
                                                                  30,563,631
                                                                ------------
BROADCASTING -- 2.3%
  American Radio Systems Corp.*..............        59,400        2,004,750
  Argyle Television, Inc.*...................        22,000          478,500
  Chancellor Broadcasting Corp.*.............        45,000          990,000
  Data Broadcasting Corp.*...................        60,000          637,500
  E Z Communications, Inc.*..................        10,000          215,000
  Emmis Broadcasting Corp.*..................        35,100        1,351,350
  Evergreen Media Corp.*.....................        69,400        2,498,400
  Renaissance Communications Corp.*..........        68,250        1,697,719
  Saga Communications, Inc.*.................        40,050          851,062
  SFX Broadcasting, Inc.*....................        12,000          409,500
  United Video Satellite Group, Inc.*........        36,600          768,600
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
BROADCASTING (CONTINUED)
  Westwood One, Inc.*........................        72,200     $  1,326,675
  Young Broadcasting Inc.*...................        11,400          339,150
                                                                ------------
                                                                  13,568,206
                                                                ------------
BUILDING MATERIALS -- 0.2%
  NCI Building Systems*......................        20,000          685,000
  Watsco, Inc................................        10,000          260,000
                                                                ------------
                                                                     945,000
                                                                ------------
CATALOG/OUTLET STORES -- 0.2%
  The Sports Authority, Inc.*................        32,800          897,800
                                                                ------------
CHEMICALS -- 0.6%
  Mississippi Chemical Corp..................        96,800        1,960,200
  OM Group, Inc..............................        42,000        1,559,250
                                                                ------------
                                                                   3,519,450
                                                                ------------
CLOTHING CHAINS -- 0.7%
  Charming Shoppes, Inc.*....................       310,000        1,598,437
  Ross Stores, Inc...........................        98,300        2,469,787
                                                                ------------
                                                                   4,068,224
                                                                ------------
COAL MINING -- 0.1%
  Zeigler Coal Holding Company...............        25,000          362,500
                                                                ------------
COMMERCIAL/INDUSTRIAL SERVICES -- 0.8%
  BT Office Products Int'l, Inc.*............        33,000          556,875
  Caribiner International, Inc.*.............         7,000          180,250
  Ideon Group, Inc...........................        34,000          378,250
  Personnel Group Inc.*......................        30,000          547,500
  Physician Support Systems Inc.*............        23,000          393,875
  Pia Merchandising Services, Inc.*..........        23,300          433,962
  Pre Paid Legal Services, Inc.*.............        55,500          825,563
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
24
<PAGE>
- -------------------------------------------------------------------
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>           <C>
COMMERCIAL/INDUSTRIAL SERVICES (CONTINUED)
  Profit Recovery Group, Inc.*...............        15,000     $    232,500
  Protection One Inc.*.......................        78,000        1,150,500
  Superior Services, Inc.*...................         9,000          119,250
                                                                ------------
                                                                   4,818,525
                                                                ------------
COMPUTERS/OFFICE AUTOMATION -- 4.9%
  Auspex Systems, Inc.*......................       140,300        2,507,862
  Brooktrout Technology, Inc.*...............        12,000          414,000
  Cognex Corp.*..............................       117,400        3,008,375
  Computer Horizons Corp.*...................        96,300        3,635,325
  Computervision Corp.*......................        54,400          564,400
  Data General Corp.*........................       139,700        2,043,112
  Eltron International, Inc.*................        39,150        1,291,950
  IDX Systems Corp.*.........................         8,000          232,000
  Microcom, Inc.*............................       119,900        3,582,012
  Micros Systems, Inc.*......................        67,700        1,692,500
  Mylex Corp.*...............................        80,000        1,900,000
  Network Appliance, Inc.*...................         7,000          222,250
  Safeguard Scientifics, Inc.*...............        58,650        3,438,356
  Security Dynamics Technology, Inc.*........        17,500          927,500
  Telxon Corp.*..............................       151,600        3,221,500
  Xeikon NV Sponsored ADR*...................         7,500          145,313
                                                                ------------
                                                                  28,826,455
                                                                ------------
CONTAINERS -- 0.2%
  Aptargroup, Inc............................        14,500          601,750
  U.S. Can Corp.*............................        20,000          340,000
                                                                ------------
                                                                     941,750
                                                                ------------
CONTRACT DRILLING -- 1.2%
  Global Marine, Inc.*.......................       107,000        1,070,000
  Nabors Industries, Inc.*...................        58,300          830,775
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
CONTRACT DRILLING (CONTINUED)
  Noble Drillings, Corp.*....................       185,700     $  2,298,037
  Reading & Bates Corp.*.....................       149,100        2,944,725
                                                                ------------
                                                                   7,143,537
                                                                ------------
DEPARTMENT/DISCOUNT STORES -- 0.3%
  Carson, Pirie Scott & Co.*.................        34,500          776,250
  Proffits, Inc.*............................        25,200          793,800
                                                                ------------
                                                                   1,570,050
                                                                ------------
DRUGS/PHARMACEUTICALS -- 3.3%
  Biovail Corp.*.............................        53,000        1,503,875
  Columbia Laboratories, Inc.*...............        30,000          356,250
  Curative Technologies, Inc.*...............        80,000        1,480,000
  Dura Pharmaceuticals, Inc.*................       104,500        5,185,812
  Fuisz Technologies, Inc.*..................        85,000        2,295,000
  IDEC Pharmaceuticals Corp.*................        64,000        1,424,000
  Jones Medical Industries, Inc..............        18,750          721,875
  Matrix Pharmaceutical, Inc.*...............        40,000          925,000
  Nabi, Inc.*................................       129,600        1,709,100
  Noven Pharmaceuticals, Inc.*...............        70,000        1,006,250
  Pathogenesis Corp.*........................        40,000          655,000
  Sangstat Medical Corp.*....................        10,000          161,250
  Sepracor, Inc.*............................       125,000        1,828,125
                                                                ------------
                                                                  19,251,537
                                                                ------------
ELECTRONIC DATA PROCESSING -- 0.5%
  Affiliated Computer Services, Inc.*........        34,800        1,446,375
  Envoy Corp.*...............................        63,700        1,496,950
                                                                ------------
                                                                   2,943,325
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              25
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
EMERGING
GROWTH FUND                                  NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>           <C>
ELECTRONIC INSTRUMENTS/DIVERSIFIED -- 2.6%
  Belden, Inc................................        38,800     $  1,144,600
  Checkpoint Systems, Inc.*..................       224,800        5,591,900
  Coherent, Inc.*............................        96,300        4,092,750
  Cyberoptics Corp.*.........................        48,600        1,397,250
  Itron, Inc.*...............................        41,000        1,834,750
  Robotic Vision Systems, Inc.*..............        33,200          535,350
  Trident International, Inc.*...............        18,000          342,000
                                                                ------------
                                                                  14,938,600
                                                                ------------
ENTERTAINMENT -- 0.5%
  Family Golf Centers, Inc.*.................        20,000          535,000
  Hollywood Entertainment Corp.*.............        40,000          530,000
  Premiere Radio Network, Inc.*..............        26,400          495,000
  Regal Cinemas, Inc.*.......................        32,925        1,218,225
                                                                ------------
                                                                   2,778,225
                                                                ------------
ENVIRONMENTAL SERVICES -- 1.8%
  Allied Waste Industries, Inc.*.............        40,000          365,000
  Continental Waste Industries, Inc.*........        58,333          634,371
  Newpark Resources, Inc.*...................        20,585          612,404
  Tetra Technologies, Inc.*..................        42,300          729,675
  United Waste Systems, Inc.*................        86,600        4,330,000
  U.S. Filter Corp.*.........................        47,600        1,332,800
  U.S.A. Waste Services, Inc.*...............       103,700        2,644,350
                                                                ------------
                                                                  10,648,600
                                                                ------------
FINANCE COMPANIES -- 1.6%
  AmeriCredit Corp.*.........................        99,000        1,373,625
  CMAC Investment Corp.......................        42,300        2,389,950
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
FINANCE COMPANIES (CONTINUED)
  First Merchants Acceptance, Inc.*..........        16,300     $    360,637
  Imperial Credit Industries, Inc.*..........        91,800        2,249,100
  North American Mortgage Co.................        72,200        1,480,100
  Resource Bancshares Mortgage Group, Inc.*..        11,900          185,937
  WestCor., Inc..............................        56,100        1,037,850
                                                                ------------
                                                                   9,077,199
                                                                ------------
FINANCIAL SERVICES -- 0.2%
  Cityscape Financial*.......................        25,000          900,000
                                                                ------------
GAMBLING -- 0.7%
  Grand Casinos, Inc.*.......................        98,200        2,946,000
  Sodak Gaming, Inc.*........................        30,000          712,500
  WMS Industries, Inc.*......................         5,400           93,825
                                                                ------------
                                                                   3,752,325
                                                                ------------
HEALTH TECHNOLOGY/SERVICES -- 0.0%
  Prime Medical Services, Inc.*..............        18,000          234,000
                                                                ------------
HOME FURNISHINGS -- 0.4%
  Bush Industries, Inc. Class A..............        12,000          303,000
  Cort Business Services Corp.*..............        30,000          540,000
  Furniture Brands International, Inc.*......        20,000          185,000
  Renters Choice, Inc.*......................        80,000        1,390,000
                                                                ------------
                                                                   2,418,000
                                                                ------------
HOMEBUILDING -- 1.4%
  American Homestar Corp.*...................        10,000          198,750
  Beazer Homes USA, Inc.*....................        12,000          210,000
  Champion Enterprises, Inc.*................        39,700        1,136,413
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
26
<PAGE>
- -------------------------------------------------------------------
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>           <C>
HOMEBUILDING (CONTINUED)
  Hovnanian Enterprises, Inc. Class A*.......        20,000     $    141,250
  Kaufman & Broad Home Corp..................        80,000        1,280,000
  NVR, Inc.*.................................        15,000          143,437
  Oakwood Homes Corp.........................        37,400        1,855,975
  Redman Industries, Inc.*...................        27,800          562,950
  Toll Brothers, Inc.*.......................        65,400        1,128,150
  United States Home Corp.*..................        66,100        1,702,075
                                                                ------------
                                                                   8,359,000
                                                                ------------
HOSPITALS -- 0.3%
  Impath, Inc.*..............................         9,000          132,750
  National Surgery Centers, Inc.*............        37,000        1,193,250
  NCS Healthcare*............................         8,600          210,700
  Renal Care Group, Inc.*....................         7,000          194,250
  Vitalcom, Inc.*............................        10,300          137,765
                                                                ------------
                                                                   1,868,715
                                                                ------------
INDUSTRIAL ENGINEERING/CONSTRUCTION -- 0.5%
  Granite Construction, Inc..................        50,000        1,475,000
  Greenwich Air Services, Inc.*..............        37,000        1,572,500
                                                                ------------
                                                                   3,047,500
                                                                ------------
LIFE INSURERS -- 0.3%
  American Travellers Corp.*.................        53,000        1,570,125
                                                                ------------
LODGING -- 0.8%
  Bristol Hotel Company*.....................        40,400        1,100,900
  Doubletree Corp.*..........................        14,300          391,463
  Prime Hospitality Corp.*...................       187,500        2,554,688
  Studio Plus Hotels, Inc.*..................        31,500          874,125
                                                                ------------
                                                                   4,921,176
                                                                ------------
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
MACHINERY/EQUIPMENT -- 1.3%
  Computational Systems, Inc.*...............        20,000     $    355,000
  Digitran Systems, Inc.*....................        14,500              145
  Duriron Company, Inc.......................        61,900        1,702,250
  Etec Systems, Inc.*........................        15,000          210,000
  Global Industrial Technologies*............        10,700          256,800
  Greenfield Industries, Inc.................        61,500        2,129,438
  JLG Industries, Inc........................        53,500        2,447,625
  Miller Industries, Inc./ Tenn.*............        14,000          476,000
                                                                ------------
                                                                   7,577,258
                                                                ------------
MANAGED HEALTHCARE/HMO'S/PPO'S -- 1.8%
  CRA Managed Care, Inc.*....................        19,100          682,825
  Health Management Systems, Inc.*...........       139,800        3,949,350
  Inphynet Medical Management, Inc.*.........        14,200          253,825
  Maxicare Health Plans, Inc.*...............       101,000        2,518,687
  Medcath, Inc.*.............................        28,200          824,850
  OccuSystems, Inc.*.........................        48,800        1,110,200
  Orthodontic Centers of America, Inc.*......        39,200        1,176,000
                                                                ------------
                                                                  10,515,737
                                                                ------------
MEDICAL SPECIALTIES -- 1.0%
  Express Scripts, Inc.*.....................        21,600        1,009,800
  Visx, Inc.*................................       134,900        4,923,850
                                                                ------------
                                                                   5,933,650
                                                                ------------
MEDICAL SUPPLIES -- 5.6%
  AVECOR Cardiovascular, Inc.*...............        24,100          328,362
  Capstone Pharmacy Services*................        10,000           90,000
  Conmed Corp.*..............................        13,350          327,075
  Gulf South Medical Supply, Inc.*...........        51,800        1,955,450
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              27
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
EMERGING
GROWTH FUND                                  NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>           <C>
MEDICAL SUPPLIES (CONTINUED)
  Hologic, Inc.*.............................        74,100     $  1,685,775
  Invacare Corp..............................        95,000        2,683,750
  Iridex Corp.*..............................        16,000          164,000
  Kensey Nash Corp.*.........................        15,600          222,300
  Keravision, Inc.*..........................        40,000          495,000
  Lunar Corp.*...............................        30,000        1,282,500
  Metra Biosystems, Inc.*....................        34,000          484,500
  Minimed, Inc.*.............................        20,000          360,000
  Nellcor Puritan Bennett, Inc.*.............        14,400          927,000
  Neuromedical Systems Inc.*.................       115,000        2,501,250
  Omnicare, Inc..............................        94,600        5,096,575
  Oncogene Sciences, Inc.*...................        30,000          273,750
  Orthologic Corp.*..........................        40,000        1,015,000
  Osteotech, Inc.*...........................        15,000          112,500
  Physio-Controls International Corp.*.......        70,900        1,418,000
  Quest Medical, Inc.*.......................        55,000          666,875
  ResMed, Inc.*..............................        20,900          276,925
  Serologicals Corp.*........................        15,000          412,500
  Steris Corp.*..............................        74,000        2,220,000
  Target Therapeutics, Inc.*.................        84,100        5,098,563
  Uromed Corp.*..............................        49,500          569,250
  Vital Signs, Inc...........................        42,700        1,046,150
  Vivus, Inc.*...............................        20,000          620,000
                                                                ------------
                                                                  32,333,050
                                                                ------------
MEDICAL/NURSING/HEALTH SERVICES -- 3.4%
  ABR Information Services, Inc.*............        37,125        1,726,312
  Arbor Health Care Co.*.....................        40,000        1,060,000
  EmCare Holdings, Inc.*.....................        42,300        1,147,388
  Grancare, Inc.*............................        20,000          360,000
  Mariner Health Group, Inc.*................       110,500        1,823,250
  Multicare Companies*.......................        42,600        1,208,775
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
MEDICAL/NURSING/HEALTH SERVICES (CONTINUED)
  Pediatric Services of America, Inc.*.......        26,900     $    682,587
  Phycor, Inc.*..............................        73,025        3,213,100
  Physician Sales & Services, Inc.*..........        80,200        1,984,950
  Regency Health Services, Inc.*.............        25,000          281,250
  Renal Treatment Centers, Inc.*.............        79,800        1,895,250
  Rotech Medical Corp.*......................       112,300        4,155,100
  Sterling Healthcare Group*.................        12,000          171,000
                                                                ------------
                                                                  19,708,962
                                                                ------------
METALS -- 1.3%
  Agnico Eagle Mines, Ltd....................       129,500        2,314,812
  Commonwealth Aluminum Corp.................       100,000        1,775,000
  Mueller Industries, Inc.*..................        84,600        2,992,725
  Schnitzer Steel Industries, Inc. Class A...           600           15,675
  UNR Industries, Inc........................        46,600          372,800
                                                                ------------
                                                                   7,471,012
                                                                ------------
MILITARY/DEFENSE TECHNOLOGY -- 0.2%
  Watkins-Johnson Co.........................        29,300        1,047,475
                                                                ------------
MULTI-LINE INSURERS -- 0.3%
  Penncorp Financial Group, Inc..............        54,600        1,719,900
                                                                ------------
OIL/GAS PRODUCTION -- 0.8%
  Barrett Resources Corp.*...................        47,900        1,197,500
  Brown (Tom), Inc.*.........................        71,000        1,002,875
  Global Natural Resources, Inc.*............        48,800          646,600
  Lomak Petroleum, Inc.......................        18,000          211,500
  Newfield Exploration Co.*..................        20,000          610,000
  Nuevo Energy Co.*..........................        10,000          287,500
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
28
<PAGE>
- -------------------------------------------------------------------
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>           <C>
OIL/GAS PRODUCTION (CONTINUED)
  Vintage Petroleum, Inc.....................        31,400     $    639,775
                                                                ------------
                                                                   4,595,750
                                                                ------------
OILFIELD SERVICES/EQUIPMENT -- 4.2%
  BJ Services Co.*...........................       122,300        4,097,050
  Camco International, Inc...................        39,700        1,250,550
  Dawson Production Services, Inc.*..........        15,000          168,750
  Energy Venture, Inc.*......................        15,000          399,375
  Falcon Drilling, Inc.*.....................       100,000        2,225,000
  Global Industries LTD.*....................        36,000          756,000
  Marine Drilling Company, Inc.*.............       375,000        2,953,125
  Oceaneering International, Inc.*...........        99,000        1,348,875
  Pool Energy Service Co.*...................        20,200          224,725
  Pride Petroleum Services, Inc.*............        78,400        1,107,400
  Seacor Holdings, Inc.*.....................        77,100        2,843,063
  Smith International, Inc.*.................        75,100        1,896,275
  Tuboscope Vetco International, Corp.*......        80,000          780,000
  Varco International, Inc.*.................        99,700        1,208,863
  Weatherford Enterra, Inc.*.................        89,500        3,121,313
                                                                ------------
                                                                  24,380,364
                                                                ------------
OTHER COMMERCIAL/INDUSTRIAL SERVICES -- 1.7%
  Accustaff, Inc.*...........................        38,400          969,600
  Copart, Inc.*..............................        41,100        1,017,225
  Corestaff, Inc.*...........................        15,000          457,500
  G&K Services, Inc..........................        16,450          440,038
  Learning Tree*.............................        16,000          316,000
  Meta Group, Inc.*..........................        21,000          593,250
  National Education Corp.*..................       110,000        1,292,500
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
OTHER COMMERCIAL/ INDUSTRIAL SERVICES
  (CONTINUED)
  National Wireless Holdings, Inc.*..........         9,500     $    147,250
  Norrell Corp...............................        21,900          725,437
  On Assignment, Inc.*.......................         7,700          292,600
  PMT Services, Inc.*........................        62,100        1,490,400
  Robert Half International, Inc.*...........        35,800        1,740,775
  Romac International, Inc.*.................        20,000          615,000
                                                                ------------
                                                                  10,097,575
                                                                ------------
OTHER CONSUMER DURABLES -- 0.4%
  Sola International, Inc.*..................        80,000        2,490,000
                                                                ------------
OTHER CONSUMER NON-DURABLES -- 0.6%
  Blyth Industries, Inc.*....................        54,000        1,795,500
  USA Detergents, Inc.*......................        59,650        1,938,625
                                                                ------------
                                                                   3,734,125
                                                                ------------
OTHER CONSUMER SERVICES -- 1.0%
  Amre, Inc.*................................        50,000          931,250
  Apollo Group, Inc. Class A*................        41,698        1,626,222
  Career Horizons, Inc.*.....................        40,000        1,190,000
  U.S. Order, Inc.*..........................        34,000          697,000
  Wackenhut Corrections Corp.*...............        28,000        1,092,000
                                                                ------------
                                                                   5,536,472
                                                                ------------
OTHER FINANCIAL SERVICES -- 0.1%
  WFS Financial, Inc.*.......................        30,000          562,500
                                                                ------------
OTHER HEALTH TECHNOLOGY/SERVICES -- 1.3%
  Enterprise Systems, Inc.*..................         7,800          215,475
  Horizon Mental Health Management, Inc.*....        15,600          329,550
  Parexel International Corp.*...............        19,400          839,050
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              29
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
EMERGING
GROWTH FUND                                  NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>           <C>
OTHER HEALTH TECHNOLOGY/ SERVICES (CONTINUED)
  Physician Computer Network, Inc.*..........       200,000     $  2,725,000
  RTW, Inc.*.................................        29,400        1,087,800
  Summit Medical Systems, Inc.*..............        31,000          604,500
  Veterinary Centers America, Inc.*..........        72,000        1,944,000
                                                                ------------
                                                                   7,745,375
                                                                ------------
OTHER INSURANCE SERVICES -- 0.1%
  Fidelity National Financial, Inc...........        24,860          385,330
  First American Financial Corp..............        11,400          327,750
                                                                ------------
                                                                     713,080
                                                                ------------
OTHER PRODUCERS/MANUFACTURING -- 0.7%
  BMC Industries, Inc........................        79,600        1,711,400
  Chicago Miniature Lamp, Inc.*..............        11,400          370,500
  Galoob Lewis Toys, Inc.*...................        40,000          810,000
  Rexel, Inc.*...............................        30,000          367,500
  Wolverine Tube, Inc.*......................        19,100          775,938
                                                                ------------
                                                                   4,035,338
                                                                ------------
OTHER TECHNOLOGY -- 1.0%
  Computer Products, Inc.*...................        86,000        1,161,000
  Henry (Jack) & Associates, Inc.............        24,100          587,438
  Renaissance Solutions, Inc.*...............        23,100          669,900
  Technology Solutions Company*..............        33,000          895,125
  Uniphase Corp.*............................        30,000        1,162,500
  3D Systems Corp.*..........................        66,900        1,404,900
                                                                ------------
                                                                   5,880,863
                                                                ------------
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
OTHER TRANSPORTATION -- 0.1%
  United Transnet, Inc.*.....................        20,000     $    472,500
                                                                ------------
PROPERTY-CASUALTY INSURERS -- 1.0%
  Allied Group, Inc..........................        23,000          914,250
  Capmac Holdings, Inc.......................        40,000          980,000
  HCC Insurance Holdings, Inc.*..............        20,000        1,097,500
  LaSalle Re Holdings Ltd....................        49,300        1,059,950
  US Facilities Corp.........................        24,100          451,875
  Vesta Insurance Group, Inc.................        34,950        1,140,244
                                                                ------------
                                                                   5,643,819
                                                                ------------
PUBLISHING -- 0.0%
  Norwood Promotional Products, Inc.*........        10,800          224,100
                                                                ------------
RAILROADS -- 0.1%
  Railtex, Inc.*.............................        32,000          820,000
                                                                ------------
REAL ESTATE BROKERS/SERVICES -- 0.6%
  Amresco, Inc...............................       122,900        1,797,412
  Insignia Financial Group, Inc. Class A*....        40,000          975,000
  NHP, Inc.*.................................        25,000          462,500
  Redwood Trust, Inc.........................        19,000          389,500
                                                                ------------
                                                                   3,624,412
                                                                ------------
REGIONAL BANKS -- 0.1%
  Provident Bankshares Corp..................        22,000          731,500
                                                                ------------
REAL ESTATE INVESTMENT TRUSTS -- 0.8%
  CWM Mortgage Holdings, Inc.................       140,500        2,265,562
  FelCor Suite Hotels, Inc...................        19,100          592,100
  Shurgard Storage Centers, Inc. Class A.....        25,100          658,875
  Storage USA, Inc...........................        24,300          835,313
                                                                ------------
                                                                   4,351,850
                                                                ------------
RESTAURANTS -- 1.5%
  Apple South, Inc...........................        77,000        1,886,500
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
30
<PAGE>
- -------------------------------------------------------------------
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>           <C>
RESTAURANTS (CONTINUED)
  CKE Restaurants, Inc.......................        67,500     $  1,130,625
  Foodmaker, Inc.*...........................       190,000        1,330,000
  Longhorn Steaks, Inc.*.....................        30,500          701,500
  Manhattan Bagel Company, Inc.*.............        32,300          750,975
  Papa John's International, Inc.*...........        18,300          816,637
  Quality Dining, Inc.*......................        16,900          498,550
  Rainforest Cafe, Inc.*.....................        20,000          630,000
  Showbiz Pizza Time, Inc.*..................        60,000        1,155,000
                                                                ------------
                                                                   8,899,787
                                                                ------------
RETAIL/TRADE -- 0.0%
  Genesco Inc.*..............................        19,000           90,250
  Madden Steven, Ltd.*.......................         4,900           31,850
                                                                ------------
                                                                     122,100
                                                                ------------
RETAIL/FOOD DISTRIBUTION -- 0.5%
  Performance Food Group Co.*................        17,000          416,500
  Richfood Holdings, Inc.....................        98,000        2,762,375
                                                                ------------
                                                                   3,178,875
                                                                ------------
SAVINGS & LOAN ASSOCIATIONS -- 0.8%
  Coast Savings Financial, Inc.*.............        90,200        2,818,750
  Commercial Federal Corp....................        43,000        1,671,625
                                                                ------------
                                                                   4,490,375
                                                                ------------
SEMICONDUCTORS/ELECTRONIC COMPONENTS -- 3.0%
  C.P. Clare Corp.*..........................         5,700          111,150
  Emerson Radio Corp.*.......................        33,600           86,100
  Epic Design Technology, Inc.*..............        84,600        2,585,587
  Flextronics International, LTD.*...........        89,800        2,738,900
  IMP, Inc.*.................................        53,000          371,000
  Intermagnetics General Corp.*..............        67,400        1,145,800
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
SEMICONDUCTORS/ELECTRONIC COMPONENTS
  (CONTINUED)
  Kent Electronics Corp.*....................        30,000     $  1,061,250
  Level One Communications, Inc.*............        52,000        1,443,000
  NU Horizons Electronics Corp.*.............        20,000          272,500
  Radisys Corp.*.............................         9,000          144,000
  Sanmina Corp.*.............................       140,000        4,165,000
  SDL, Inc.*.................................        55,600        1,668,000
  Smart Modular Technologies, Inc.*..........        26,000          406,250
  Wyle Electronics, Inc......................        40,000        1,385,000
                                                                ------------
                                                                  17,583,537
                                                                ------------
SOFTWARE -- 13.0%
  Applied Microsystems Corp.*................        13,000          121,875
  Applix, Inc.*..............................        65,400        2,289,000
  Aspen Technology, Inc.*....................        40,000        1,720,000
  Astea International, Inc.*.................        35,000        1,032,500
  Atria Software, Inc.*......................        47,200        2,584,200
  Bachman Information Systems*...............        40,000          335,000
  BDM International, Inc.*...................        35,000        1,338,750
  Borland International, Inc.*...............       154,000        2,772,000
  Business Objects SA Sponsored ADR*.........        58,400        4,964,000
  CBT Group PLC Sponsored ADR*...............        40,800        2,998,800
  Ciber, Inc.*...............................        16,600          543,650
  Clarify, Inc.*.............................        20,000          785,000
  Cognos, Inc.*..............................        76,100        4,318,675
  Comshare, Inc.*............................        20,000          460,000
  Continuum, Inc.*...........................        19,600          815,850
  Cooper & Chyan Technology, Inc.*...........        35,000          490,000
  Cylink Corp.*..............................         9,000          159,750
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              31
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
EMERGING
GROWTH FUND                                  NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>           <C>
SOFTWARE (CONTINUED)
  Datastream Systems, Inc.*..................        21,600     $    469,800
  Dataworks Corp.*...........................        35,000          446,250
  Dendrite International, Inc.*..............        31,500          689,063
  Engineering Animation, Inc.*...............         8,000          167,000
  Fulcrum Technologies, Inc.*................        12,300          461,250
  Harbinger Corp.*...........................        70,500        1,251,375
  HCIA, Inc.*................................        20,000          940,000
  Health Systems Design Corp.*...............         7,000           96,250
  HNC Software, Inc.*........................        60,400        4,107,200
  IKOS Systems, Inc.*........................        41,600          696,800
  Imnet Systems, Inc.*.......................        30,000          907,500
  Indus Group, Inc.*.........................        20,500          399,750
  Inference Corp. Class A*...................         4,000           74,000
  Integrated Systems, Inc.*..................        36,400        1,756,300
  JDA Software Group, Inc.*..................        45,000          534,375
  Lernout & Hauspie Speech Products NV*......        35,000        1,128,750
  Maxis, Inc.*...............................        23,600          584,100
  McAfee Associates, Inc.*...................        42,400        2,321,400
  MDL Information Systems, Inc.*.............        24,100          507,606
  Mecon, Inc.*...............................        19,000          375,250
  Medic Computer Systems, Inc.*..............        19,100        1,446,825
  Meta Tools, Inc.*..........................        30,000          562,500
  Meta-Software, Inc.*.......................        40,000          670,000
  National Instruments Corp.*................        61,000        1,281,000
  Novadigm, Inc.*............................        26,000          393,250
  Perceptron, Inc.*..........................        35,700          923,738
  Powercerv Corp.*...........................        42,400          631,362
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
SOFTWARE (CONTINUED)
  Premenos Technology Corp.*.................        80,200     $  1,443,600
  Prism Solutions, Inc.*.....................         4,800          127,200
  Pure Software, Inc.*.......................        25,000          862,500
  Quality Systems, Inc.*.....................        15,000          330,000
  Quick Response Services, Inc.*.............        15,000          386,250
  Rational Software Corp.*...................        71,800        2,836,100
  Saville Systems PLC Sponsored ADR*.........        24,800          468,100
  Scopus Technology, Inc.*...................        39,000          585,000
  Segue Software*............................         8,000          168,000
  SQA, Inc.*.................................        25,000          681,250
  Sterling Software, Inc.*...................        51,500        3,630,750
  Structural Dynamics Research Corp.*........       168,700        5,693,625
  TCSI Corp.*................................        37,700        1,149,850
  Techforce Corp.*...........................        20,000          210,000
  Triple PNV*................................        30,000          337,500
  Veritas Software Co.*......................        12,300          398,213
  Verity, Inc.*..............................        40,000        1,350,000
  Viasoft, Inc.*.............................        54,900        1,544,063
  Visio Corp.*...............................         5,400          151,200
  Wind River Systems, Inc.*..................        20,800          639,600
  Workgroup Technology Corp.*................        26,500          573,063
  Zoran Corp.*...............................        38,600          858,850
  7th Level, Inc.*...........................        11,500          116,438
                                                                ------------
                                                                  76,092,896
                                                                ------------
SPECIALTY CHAINS -- 2.7%
  Duty Free International, Inc...............        56,400          747,300
  Garden Ridge Corp.*........................        12,500          571,875
  Inacom Corp.*..............................        60,000        1,027,500
  Just for Feet, Inc.*.......................        72,800        3,030,300
  Men's Warehouse, Inc.*.....................        77,700        2,447,550
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
32
<PAGE>
- -------------------------------------------------------------------
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>           <C>
SPECIALTY CHAINS (CONTINUED)
  Orchard Supply Hardware Stores Corp.*......        40,000     $    945,000
  Party City Corp.*..........................         8,000          116,000
  Petco Animal Supplies, Inc.*...............        21,100          944,225
  Pier 1 Imports, Inc........................       192,700        2,432,837
  Regis Corp.................................        14,500          445,875
  West Marine, Inc.*.........................         5,000          232,500
  Williams-Sonoma, Inc.*.....................       134,200        3,053,050
                                                                ------------
                                                                  15,994,012
                                                                ------------
SPECIALTY INSURERS -- 0.2%
  Amerin Corp.*..............................        25,000          681,250
  United Dental Care, Inc.*..................        17,300          670,375
                                                                ------------
                                                                   1,351,625
                                                                ------------
TELECOMMUNICATIONS EQUIPMENT -- 5.8%
  Aspect Telecommunications Corp.*...........       169,100        7,736,325
  Broadband Technologies, Inc.*..............        20,000          510,000
  Cable Design Technologies, Inc.*...........        58,500        2,149,875
  California Amplifier, Inc.*................        50,800        1,358,900
  Coherent Communications Systems Corp.*.....        38,400          797,400
  Comverse Technology, Inc.*.................        40,000          965,000
  Davox Corp.*...............................        10,000          177,500
  Gilat Satellite Networks Ltd.*.............        64,200        1,556,850
  Inter-Tel, Inc.*...........................        35,700          647,062
  Intercel, Inc.*............................        89,400        2,011,500
  IPC Information Systems, Inc.*.............        22,200          521,700
</TABLE>
 
                                             NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
TELECOMMUNICATIONS EQUIPMENT (CONTINUED)
  Microwave Power Devices, Inc.*.............         2,200     $     18,150
  Natural Microsystems Corp.*................        40,000        1,200,000
  Network Equipment Technologies, Inc.*......       132,900        4,036,837
  Nice-Systems Ltd. Sponsored ADR*...........        26,000          338,000
  P Com, Inc.*...............................        51,400        1,034,425
  Pairgain Technologies, Inc.*...............        86,100        5,574,975
  Premiere Technologies, Inc.*...............        12,000          279,000
  Teltrend, Inc.*............................        33,200        1,510,600
  Trescom International, Inc.*...............        64,800          955,800
  Westell Technologies, Inc.*................        20,000          740,000
                                                                ------------
                                                                  34,119,899
                                                                ------------
TELEPHONE -- 0.2%
  Intermedia Communications of Florida,
    Inc.*....................................        49,800          915,075
  Pricellular Corp. Class A*.................         6,375           85,266
                                                                ------------
                                                                   1,000,341
                                                                ------------
TOBACCO PRODUCTS -- 0.3%
  Mafco Consolidated Group, Inc.*............        98,800        1,531,400
                                                                ------------
TRANSPORTATION -- 0.1%
  Avondale Industries, Inc.*.................        35,000          608,125
                                                                ------------
TRUCKING -- 0.3%
  Landstar System, Inc.*.....................        73,700        1,842,500
  Swift Transportation Co.*..................        10,000          177,500
                                                                ------------
                                                                   2,020,000
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              33
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
EMERGING
GROWTH FUND                                  NUMBER
                                            OF SHARES     VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>           <C>
WHOLESALE DISTRIBUTION -- 1.4%
  Anicom, Inc.*..............................         9,000     $    121,500
  Central Garden & Pet Co.*..................        43,000          408,500
  Daisytek International Corp.*..............         3,800          125,400
  GEAC Computer Corp. LTD*...................        41,200          645,638
  Tech Data Corp.*...........................       256,000        4,288,000
  U.S. Office Products Co.*..................        81,700        2,532,700
                                                                ------------
                                                                   8,121,738
                                                                ------------
TOTAL COMMON STOCKS
  (Cost $415,151,661)......................................      575,781,838
                                                                ------------
</TABLE>
 
                                            PRINCIPAL
                                             AMOUNT       VALUE
 
- ---------------------------------------------------------
 
<TABLE>
<CAPTION>
COMMERCIAL PAPER -- 2.4%
<S>                 <C>         <C>
- ------------------------------------------
  Associates
    Corporation of
    America
    5.43%,
    04/01/96 (Cost
    $14,134,735)..  $14,139,000 $14,134,735
                                ----------
TOTAL INVESTMENTS -- 101.0%
  (Cost $429,286,396).........  $589,916,573
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (1.0%)............  (5,830,191)
                                ----------
NET ASSETS -- 100.0%..........  $584,086,382
                                ----------
<FN>
- ------------
* Non-income producing security.
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
34
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
CORE
GROWTH FUND                                  NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS -- 95.0%
- ----------------------------------------------
 
<TABLE>
<S>                                               <C>             <C>
AIRLINES -- 2.0%
  Comair Holdings, Inc.......................         101,550     $ 3,528,862
  Southwest Airlines Co......................         160,000       4,740,000
                                                                  -----------
                                                                    8,268,862
                                                                  -----------
ALCOHOLIC BEVERAGES -- 1.2%
  Panamerican Beverages, Inc. Class B........         125,000       5,046,875
                                                                  -----------
APPAREL -- 4.5%
  Gucci Group NV*............................         170,000       8,160,000
  Nike, Inc. Class B.........................          72,300       5,874,375
  Tommy Hilfiger Corp.*......................         110,000       5,046,250
                                                                  -----------
                                                                   19,080,625
                                                                  -----------
AUTOMOBILES -- 1.2%
  Chrysler Corp..............................          79,500       4,948,875
                                                                  -----------
BIOTECHNOLOGY -- 5.5%
  Amgen, Inc.*...............................          93,800       5,452,125
  Biochem Pharma, Inc.*......................         159,500       6,539,500
  Biogen, Inc.*..............................          63,300       3,766,350
  Genetics Institute, Inc.*..................          70,000       4,567,500
  IDEXX Laboratories, Inc.*..................          72,000       3,024,000
                                                                  -----------
                                                                   23,349,475
                                                                  -----------
BROADCASTING -- 3.6%
  British Sky Broadcasting Sponsored ADR
    (United Kingdom).........................          77,200       3,097,650
  Infinity Broadcasting Corp. Class A*.......         108,150       4,691,006
  Tele-Communications, Inc. Class A* Liberty
    Media Group..............................         101,100       2,666,513
  Tele-Communications, Inc. Class A* TCI
    Group....................................         249,900       4,638,769
                                                                  -----------
                                                                   15,093,938
                                                                  -----------
</TABLE>
 
                                             NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>             <C>
CATALOG/OUTLET STORES -- 1.1%
  Viking Office Products, Inc.*..............          85,000     $ 4,728,125
                                                                  -----------
COMPUTERS/OFFICE AUTOMATION -- 7.8%
  Ceridian Corp.*............................         156,300       6,720,900
  Cisco Systems, Inc.*.......................         128,000       5,936,000
  Computer Sciences Corp.*...................          74,600       5,249,975
  Newbridge Networks Corp.*..................          85,800       4,826,250
  Solectron Corp.*...........................          95,000       4,180,000
  Sun Microsystems, Inc.*....................          84,700       3,705,625
  3 Com Corp.*...............................          58,400       2,328,700
                                                                  -----------
                                                                   32,947,450
                                                                  -----------
DEPARTMENT/DISCOUNT STORES -- 1.3%
  Kohls Corp.*...............................          85,000       5,386,875
                                                                  -----------
DRUGS/PHARMACEUTICALS -- 1.4%
  Elan Corp. PLC ADR*........................          28,200       1,811,850
  Genzyme Corp. -- General Division*.........          14,400         792,000
  Watson Pharmaceuticals, Inc.*..............          77,600       3,104,000
                                                                  -----------
                                                                    5,707,850
                                                                  -----------
ELECTRONIC DATA PROCESSING -- 1.1%
  First Data Corp............................          66,977       4,721,879
                                                                  -----------
ELECTRONIC INSTRUMENTS/DIVERSIFIED -- 1.4%
  Fore Systems, Inc.*........................          80,000       5,720,000
                                                                  -----------
ENTERTAINMENT -- 0.9%
  Viacom, Inc. Class B*......................          86,500       3,643,813
                                                                  -----------
FINANCE COMPANIES -- 0.5%
  Green Tree Financial Corp..................          61,000       2,096,875
                                                                  -----------
FINANCIAL SERVICES -- 0.1%
  Advanta Corp...............................          10,600         551,200
                                                                  -----------
FOOD CHAINS -- 1.8%
  Safeway, Inc.*.............................         258,400       7,364,400
                                                                  -----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              35
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
CORE
GROWTH FUND                                  NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>             <C>
GAMBLING -- 4.2%
  International Game Technology..............         350,000     $ 4,768,750
  ITT Corp.*.................................         131,200       7,872,000
  Mirage Resorts, Inc.*......................         111,200       4,878,900
                                                                  -----------
                                                                   17,519,650
                                                                  -----------
HOMEBUILDING -- 0.6%
  Pulte Corp.................................          89,800       2,413,375
                                                                  -----------
HOSPITALS -- 2.5%
  Columbia HCA Healthcare Corp...............          98,000       5,659,500
  Tenet Healthcare Corp.*....................         225,000       4,725,000
                                                                  -----------
                                                                   10,384,500
                                                                  -----------
LODGING -- 3.4%
  HFS, Inc.*.................................         156,400       7,604,950
  Host Marriott Corp.*.......................         237,700       3,208,950
  Renaissance Hotel Group*...................         166,000       3,569,000
                                                                  -----------
                                                                   14,382,900
                                                                  -----------
MANAGED HEALTH CARE/HMO'S/PPO'S -- 2.6%
  Healthsource, Inc.*........................         160,000       6,200,000
  United Healthcare Corp.*...................          74,300       4,569,450
                                                                  -----------
                                                                   10,769,450
                                                                  -----------
MEDICAL SUPPLIES -- 4.1%
  Boston Scientific Corp.*...................         122,700       5,644,200
  Medtronic, Inc.............................          34,600       2,063,025
  Nellcor Puritan Bennett, Inc.*.............          76,000       4,883,000
  Omnicare, Inc..............................          90,000       4,848,750
                                                                  -----------
                                                                   17,438,975
                                                                  -----------
OIL/GAS PRODUCTION -- 2.3%
  Enron Oil & Gas Co.........................         120,000       3,165,000
  Mitchell Energy & Development Class B......          98,700       1,702,575
</TABLE>
 
                                             NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>             <C>
OIL/GAS PRODUCTION (CONTINUED)
  Triton Energy Corp.*.......................          85,000     $ 4,738,750
                                                                  -----------
                                                                    9,606,325
                                                                  -----------
OILFIELD SERVICES/EQUIPMENT -- 4.2%
  BJ Services Co.*...........................         145,000       4,857,500
  Ensco International, Inc.*.................         140,000       3,902,500
  Tidewater, Inc.............................          92,400       3,511,200
  Western Atlas, Inc.*.......................          89,300       5,358,000
                                                                  -----------
                                                                   17,629,200
                                                                  -----------
OTHER COMMERCIAL/INDUSTRIAL SERVICES -- 5.6%
  Accustaff, Inc.*...........................         330,000       8,332,500
  Corrections Corp. of America*..............         115,000       6,555,000
  CUC International, Inc.*...................         117,662       3,441,613
  MFS Communications, Inc.*..................          87,000       5,415,750
                                                                  -----------
                                                                   23,744,863
                                                                  -----------
OTHER CONSUMER SERVICES -- 1.0%
  America Online, Inc.*......................          74,400       4,166,400
                                                                  -----------
OTHER FINANCIAL SERVICES -- 2.6%
  Equifax, Inc...............................         232,600       4,681,075
  Sunamerica, Inc............................         127,650       6,430,369
                                                                  -----------
                                                                   11,111,444
                                                                  -----------
PROPERTY -- CASUALTY INSURERS -- 1.3%
  Allstate Corp..............................         127,700       5,379,362
                                                                  -----------
RECREATION PRODUCTS -- 1.3%
  Harley-Davidson, Inc.......................         140,000       5,442,500
                                                                  -----------
SOFTWARE -- 6.9%
  Baan Co. NV*...............................          96,000       5,532,000
  Cadence Design Systems, Inc.*..............         200,250       8,836,031
  Informix Corp.*............................         140,000       3,692,500
  Oracle Corp.*..............................          47,050       2,217,231
  Parametric Technology Corp.*...............         117,000       4,577,625
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
36
<PAGE>
- -------------------------------------------------------------------
 
                                             NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>             <C>
SOFTWARE (CONTINUED)
  Synopsys, Inc.*............................         146,100     $ 4,675,200
                                                                  -----------
                                                                   29,530,587
                                                                  -----------
SPECIALTY CHAINS -- 5.7%
  Autozone, Inc.*............................         160,000       5,420,000
  Borders Group, Inc.*.......................         182,600       5,204,100
  Gap, Inc...................................         100,000       5,537,500
  Micro Warehouse,
    Inc.*....................................          37,000       1,535,500
  Staples, Inc.*.............................         323,100       6,583,163
                                                                  -----------
                                                                   24,280,263
                                                                  -----------
SPECIALTY INSURERS -- 0.7%
  MGIC Investment Corp. .....................          51,300       2,795,850
                                                                  -----------
TELECOMMUNICATIONS EQUIPMENT -- 4.0%
  Ascend Communications, Inc.*...............         100,000       5,387,500
  Aspect Telecommunications Corp.*...........         125,000       5,718,750
  ECI Telecommunications Limited.............         140,000       3,132,500
  Glenayre Technologies, Inc.*...............          66,875       2,557,969
                                                                  -----------
                                                                   16,796,719
                                                                  -----------
TELEPHONE -- 5.3%
  LCI International, Inc.*...................         250,400       6,134,800
  MCI Communications Corp....................         160,000       4,840,000
  Paging Network, Inc.*......................         175,300       4,382,500
  WorldCom, Inc.*............................         147,300       6,775,800
                                                                  -----------
                                                                   22,133,100
                                                                  -----------
WHOLESALE DISTRIBUTION -- 1.3%
  Danka Business Systems PLC Sponsored ADR
    (Argentina)..............................         131,300       5,547,425
                                                                  -----------
</TABLE>
 
                                             NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>             <C>
TOTAL COMMON STOCKS
  (Cost $310,976,331)........................................
                                                                  $399,730,005
                                                                  -----------
 
                                                   PRINCIPAL
                                                    AMOUNT
- -----------------------------------------------------------------------------
COMMERCIAL PAPER -- 4.1%
- -----------------------------------------------------------------------------
  Associates Corporation of America
    5.43%, 04/01/96..........................     $ 2,995,000       2,994,097
  UBS Finance Delaware, Inc.
    5.43%, 04/01/96..........................      14,267,000      14,262,695
                                                                  -----------
TOTAL COMMERCIAL PAPER
  (Cost $17,256,792).........................................
                                                                   17,256,792
                                                                  -----------
- -----------------------------------------------------------------------------
REPURCHASE AGREEMENTS -- 1.9%
- -----------------------------------------------------------------------------
  J.P. Morgan & Co., Inc. $7,835,000 at
    5.35%, (Agreement dated 03/29/96; to be
    repurchased at $7,838,493 on 04/01/96;
    collateralized by $5,615,000 U. S.
    Treasury Notes, 7.50% due 11/15/16)
    (Cost $7,835,000)........................     $ 7,835,000       7,835,000
                                                                  -----------
TOTAL INVESTMENTS -- 101.0%
  (Cost $336,068,123)........................................
                                                                  $424,821,797
LIABILITIES IN EXCESS OF OTHER ASSETS -- (1.0%)..............
                                                                   (4,279,194)
                                                                  -----------
NET ASSETS -- 100.0%.........................................
                                                                  $420,542,603
                                                                  -----------
<FN>
- ------------
* Non-income producing security.
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              37
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
INCOME &
GROWTH FUND                                 NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS -- 11.7%
- ----------------------------------------------
 
<TABLE>
<S>                                               <C>            <C>
COMPUTER/OFFICE AUTOMATION -- 3.8%
  General Motors Corp. Class E...............         63,048     $  3,593,736
  Seagate
    Technology, Inc.*........................         13,029          713,338
                                                                 ------------
                                                                    4,307,074
                                                                 ------------
HOSPITALS -- 0.0%
  Vencor, Inc.*..............................            384           13,248
                                                                 ------------
MANAGED HEALTHCARE -- 0.1%
  FHP International Corp.....................          2,510           70,280
                                                                 ------------
OTHER CONSUMER DURABLE -- 0.2%
  AJL Peps Trust.............................          8,610          191,573
                                                                 ------------
PIPELINES -- 1.3%
  Enron Corp.................................         56,105        1,423,664
                                                                 ------------
REAL ESTATE INVESTMENT TRUSTS -- 3.0%
  Cali Realty Co.............................         39,920          893,210
  Equity Inns, Inc...........................         43,700          557,175
  Reckson Associates Realty Corp.............         49,530        1,516,856
  Weeks Corp.................................         16,820          420,500
                                                                 ------------
                                                                    3,387,741
                                                                 ------------
TELECOMMUNICATIONS -- 2.1%
  Ericsson Telephone Co. ADR.................        788,900        2,342,047
  MFS
    Communications, Inc.*....................            473           29,444
                                                                 ------------
                                                                    2,371,491
                                                                 ------------
TELEPHONE -- 1.2%
  Nortel Inversora SA*.......................         31,200        1,310,400
TOTAL COMMON STOCKS
  (Cost $10,302,111)........................................       13,075,471
                                                                 ------------
- -----------------------------------------------------------------------------
CONVERTIBLE PREFERRED
 STOCKS -- 12.6%
- -----------------------------------------------------------------------------
ELECTRONIC DATA PROCESSING -- 1.0%
  Ceridian Corp., 5.50%......................         11,195        1,080,318
                                                                 ------------
</TABLE>
 
                                            NUMBER
                                           OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>            <C>
INVESTMENT COMPANIES -- 1.3%
  Merrill Lynch & Co., Inc. (STRYPES),
    6.50%....................................         27,930     $  1,487,273
                                                                 ------------
MEDICAL SUPPLIES -- 0.3%
  United States Surgical Corp. Series A,
    $2.20....................................         10,920          356,265
                                                                 ------------
MULTI-LINE INSURERS -- 0.3%
  Allstate Corp., 6.75%......................          9,720          379,080
                                                                 ------------
OIL/GAS PRODUCTION -- 2.9%
  Occidental Petroleum Corp., $3.00..........         23,800        1,490,475
  Williams Co................................         20,595        1,683,641
                                                                 ------------
                                                                    3,174,116
                                                                 ------------
OTHER CONSUMER SERVICES -- 2.6%
  SCI Finance LLC, $3.125....................         35,270        2,953,863
                                                                 ------------
TELECOMMUNICATIONS -- 1.7%
  MFS Communications Company, Inc., 8.0%*....         34,980        1,928,272
                                                                 ------------
WHOLESALE DISTRIBUTION -- 2.5%
  Alco Standard Corp. Series BB, $5.04.......         30,040        2,823,760
                                                                 ------------
TOTAL CONVERTIBLE PREFERRED STOCKS
  (Cost $11,712,396)........................................       14,182,947
                                                                 ------------
 
                                                   PRINCIPAL
                                                      AMOUNT            VALUE
- -----------------------------------------------------------------------------
CONVERTIBLE CORPORATE
 BONDS -- 70.5%
- -----------------------------------------------------------------------------
ADVERTISING -- 2.9%
  Omnicom Group,++
    4.50%, 09/01/00..........................     $1,995,000        3,192,000
                                                                 ------------
BROADCASTING -- 0.5%
  Comcast Corp.++
    3.375%, 09/09/05.........................        560,000          526,400
                                                                 ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
38
<PAGE>
- -------------------------------------------------------------------
 
                                           PRINCIPAL
                                            AMOUNT         VALUE
 
- ---------------------------------------------------------
CONVERTIBLE CORPORATE
 BONDS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>            <C>
COMPUTERS/OFFICE AUTOMATION -- 8.2%
  Applied Magnetics Corp.
    7.00%, 03/15/06..........................     $  650,000     $    689,000
  Conner Peripherals, Inc.
    6.50%, 03/01/02..........................        670,000          759,613
  Conner Peripherals, Inc.
    6.75%, 03/01/01..........................        245,000          258,781
  Danka Business Systems PLC+
    6.75%, 04/01/02..........................      1,500,000        2,405,625
  EMC Corp.
    4.25%, 01/01/01..........................      1,800,000        2,153,250
  Safeguard Scientifics
    6.00%, 02/15/03..........................      1,635,000        1,851,638
  Telxon Corp.
    5.75%, 01/01/03..........................      1,000,000        1,035,000
                                                                 ------------
                                                                    9,152,907
                                                                 ------------
DEPARTMENT/DISCOUNT STORES -- 1.1%
  Proffitt's, Inc.
    4.75%, 11/01/03..........................      1,315,000        1,268,975
                                                                 ------------
DRUGS/PHARMACEUTICALS -- 10.9%
  Cetus Corp.
    5.25%, 05/21/02..........................      1,375,000        1,400,781
  Elan International Finance*
    0.00%, 10/16/12..........................      2,485,000        1,727,075
  Ivax Corp.
    6.50%, 11/15/01..........................      2,095,000        2,168,325
  Nabi, Inc.
    6.50%, 02/01/03..........................      1,020,000        1,155,150
  Roche Holdings, Inc.*+ (LYONS)
    0.00%, 04/20/10..........................      2,460,000        1,113,150
  Sandoz Capital
    2.00%, 10/06/02..........................      2,370,000        2,642,550
</TABLE>
 
                                           PRINCIPAL
                                            AMOUNT         VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>            <C>
DRUGS/PHARMACEUTICALS (CONTINUED)
  Sepracor, Inc.+
    7.00%, 12/01/02..........................     $  850,000     $    869,125
  Smithkline Beecham++
    0.00%, 12/31/01..........................      1,400,000        1,107,750
                                                                 ------------
                                                                   12,183,906
                                                                 ------------
ELECTRONIC DATA PROCESSING -- 3.8%
  First Financial Management Corp.
    5.00%, 12/15/99..........................      1,835,000        3,130,969
  Automatic Data*
    0.00%, 02/20/12..........................      2,065,000        1,104,775
                                                                 ------------
                                                                    4,235,744
                                                                 ------------
ELECTRONIC INSTRUMENTS -- 2.7%
  ADT Operations, Inc.* (LYONS)
    0.00%, 07/06/10..........................      1,550,000          813,750
  Checkpoint Systems
    5.25%, 11/01/05..........................      1,145,000        1,668,981
  Checkpoint Systems Euro
    5.25%, 11/01/05..........................        395,000          577,688
                                                                 ------------
                                                                    3,060,419
                                                                 ------------
ENVIRONMENTAL SERVICES -- 2.7%
  U.S. Filter Corp.
    6.00%, 09/15/05..........................      2,150,000        2,620,312
  Sanifill, Inc.
    5.00%, 03/01/06..........................        420,000          413,175
                                                                 ------------
                                                                    3,033,487
                                                                 ------------
FOOD CHAINS -- 2.0%
  Starbucks Corp.
    4.25%, 11/01/02..........................      1,975,000        2,184,844
                                                                 ------------
HOME BUILDING -- 1.1%
  Continental Homes
    6.875%, 11/01/02.........................      1,060,000        1,208,400
                                                                 ------------
HOSPITALS -- 1.6%
  Healthsouth Corp.
    5.00%, 04/01/01..........................        435,000          835,200
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              39
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
INCOME &
GROWTH FUND                                PRINCIPAL
                                            AMOUNT         VALUE
 
- ---------------------------------------------------------
CONVERTIBLE CORPORATE
 BONDS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>            <C>
HOSPITALS (CONTINUED)
  PHP Healthcare
    6.50%, 12/15/02..........................     $  900,000     $    983,250
                                                                 ------------
                                                                    1,818,450
                                                                 ------------
INSURANCE SERVICES -- 2.3%
  American Travellers
    6.50%, 10/01/05..........................      1,065,000        1,566,881
  Mutual Risk Management*
    0.00%, 10/30/15..........................      2,560,000        1,036,800
                                                                 ------------
                                                                    2,603,681
                                                                 ------------
INVESTMENTS -- 0.7%
  Aames Financial Corp.
    5.50%, 03/15/06..........................        780,000          810,225
                                                                 ------------
LODGING -- 0.5%
  Marriott International*
    0.00%, 03/25/11..........................      1,100,000          583,000
                                                                 ------------
MACHINERY/EQUIPMENT -- 2.9%
  Thermo Electron Corp.
    4.25%, 01/01/03..........................      2,605,000        3,242,300
MANAGED HEALTHCARE -- 2.8%
  Tenet Healthcare Corp.
    6.00%, 12/01/05..........................      1,305,000        1,448,550
  Healthsource, Inc.+
    5.00%, 03/01/03..........................      1,610,000        1,666,350
                                                                 ------------
                                                                    3,114,900
                                                                 ------------
MEDICAL/NURSING/HEALTH SERVICES -- 1.5%
  Phycor, Inc.
    4.50%, 02/15/03..........................      1,640,000        1,640,000
                                                                 ------------
OIL/GAS PRODUCTION -- 2.6%
  Noble Affiliates, Inc.
    4.25%, 11/01/03..........................      2,120,000        2,183,600
</TABLE>
 
                                           PRINCIPAL
                                            AMOUNT         VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>            <C>
OIL/GAS PRODUCTION (CONTINUED)
  Pride Petroleum
    Services, Inc.
    6.25%, 02/15/06..........................     $  520,000     $    676,000
                                                                 ------------
                                                                    2,859,600
                                                                 ------------
OTHER COMMERCIAL/INDUSTRIAL SERVICES -- 3.1%
  Career Horizons+
    7.00%, 11/01/02..........................        520,000          949,650
  Olsten Corp.
    4.875%, 05/15/03.........................        880,000        1,218,800
  Youth Services International
    7.00%, 02/01/06..........................      1,000,000        1,330,000
                                                                 ------------
                                                                    3,498,450
                                                                 ------------
OTHER PRODUCTION/MANUFACTURING -- 1.2%
  ALFA S.A. Convertible Debenture+
    8.00%, 09/15/00..........................      1,400,000        1,394,750
                                                                 ------------
PIPELINES -- 0.9%
  SFP Pipeline Holdings, Inc.*++
    0.00%, 08/15/10..........................        740,000          984,200
                                                                 ------------
PUBLISHING -- 2.3%
  News America Holdings* 0.00%, 03/11/13.....      5,270,000        2,575,712
                                                                 ------------
REGIONAL BANKS -- 1.9%
  Fifth Third Bancorp
    4.25%, 01/15/98..........................      1,550,000        2,123,500
                                                                 ------------
SEMICONDUCTORS/ELECTRONIC COMPONENTS -- 2.8%
  3Com Corp.
    10.25%, 11/01/01.........................        955,000        1,353,713
  Analog Devices
    3.50%, 12/01/00..........................      1,260,000        1,499,400
  Emerson Radio
    8.50%, 08/15/02..........................        284,000          238,560
                                                                 ------------
                                                                    3,091,673
                                                                 ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
40
<PAGE>
- -------------------------------------------------------------------
 
                                           PRINCIPAL
                                            AMOUNT         VALUE
 
- ---------------------------------------------------------
CONVERTIBLE CORPORATE
 BONDS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                               <C>            <C>
SPECIALTY CHAINS -- 2.1%
  Staples Inc.+
    4.50%, 10/01/00..........................     $2,099,000     $  2,329,890
                                                                 ------------
SOAPS/COSMETICS -- 0.6%
  Alberto Culver Corp.
    5.50%, 06/30/05..........................        215,000          267,675
  Alberto Culver Corp., Euro.
    5.50%, 06/30/05..........................        285,000          362,663
                                                                 ------------
                                                                      630,338
                                                                 ------------
TELECOMMUNICATIONS EQUIPMENT -- 1.7%
  Motorola, Inc.* (LYONS)
    0.00%, 09/27/13..........................      2,555,000        1,897,087
                                                                 ------------
TELEPHONE -- 2.6%
  LDDS
    Communications, Inc.
    5.00%, 08/15/03..........................      1,435,000        1,793,750
  U.S. West, Inc.*
    0.00%, 06/25/11..........................      3,255,000        1,131,112
                                                                 ------------
                                                                    2,924,862
                                                                 ------------
WHOLESALE DISTRIBUTION -- 0.5%
  U.S. Office Products
    5.50%, 02/01/01..........................        480,000          588,000
                                                                 ------------
TOTAL CONVERTIBLE CORPORATE BONDS
  (Cost $69,736,419)........................................       78,757,700
                                                                 ------------
</TABLE>
 
                                           PRINCIPAL
                                            AMOUNT         VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>            <C>
COMMERCIAL PAPER -- 4.9%
- -----------------------------------------------------------------------------
  Associates Corporation of America
    5.43%, 04/01/96
    (Cost $5,466,350)........................     $5,468,000     $  5,466,350
                                                                 ------------
- -----------------------------------------------------------------------------
REPURCHASE AGREEMENT -- 0.1%
- -----------------------------------------------------------------------------
  J.P. Morgan & Co., Inc.....................
  $100,000 at 5.35%, (Agreement dated
    03/29/96, to be repurchased at $100,045
    on 04/01/96; collateralized by $73,000
    U.S. Treasury Notes, 10.625% due
    08/15/15)
  (Cost $100,000)............................        100,000          100,000
                                                                 ------------
TOTAL INVESTMENTS -- 99.8%
  (Cost $97,317,276)........................................     $111,582,468
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.2%...............
                                                                      175,468
                                                                 ------------
NET ASSETS -- 100.0%........................................     $111,757,936
                                                                 ------------
</TABLE>
 
- ------------
* Non-income producing security.
+ Rule 144A restricted security.
++ Variable rate security.
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              41
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
BALANCED
GROWTH FUND                                  NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS -- 57.4%
- ----------------------------------------------
 
<TABLE>
<S>                                       <C>            <C>
AIRLINES -- 0.7%
  Continental Airlines Holding,
    Inc.*............................          3,100     $   174,762
                                                         -----------
BIOTECHNOLOGY -- 1.3%
  Liposome Co., Inc.*................          7,300         152,387
  Medtronic, Inc.....................          2,500         149,062
                                                         -----------
                                                             301,449
                                                         -----------
BUILDING MATERIALS -- 0.7%
  Texas Industries, Inc..............          2,600         165,425
                                                         -----------
COMMERCIAL/INDUSTRIAL SERVICES -- 2.2%
  Corrections Corp. of America*......          3,400         193,800
  Primark Corp.*.....................          4,000         148,000
  Quintiles Transnational Corp.*.....          2,800         182,000
                                                         -----------
                                                             523,800
                                                         -----------
COMPUTERS/OFFICE AUTOMATION -- 3.8%
  Adaptec, Inc.*.....................          3,400         164,050
  Bay Networks, Inc.*................          3,150          96,862
  Cabletron Systems, Inc.*...........          1,200          79,500
  HBO & Company......................          1,800         169,650
  Iomega Corp.*......................         11,700         299,812
  Komag, Inc.*.......................          4,400         106,700
                                                         -----------
                                                             916,574
                                                         -----------
CONSUMER SERVICES -- 0.4%
  Robert Half International, Inc.*...          2,100         102,113
                                                         -----------
CONTRACT DRILLING -- 2.0%
  Reading & Bates Corp.*.............         13,600         268,600
  Sonat Offshore Drilling Co.........          3,900         198,900
                                                         -----------
                                                             467,500
                                                         -----------
DEPARTMENT/DISCOUNT STORES -- 0.7%
  Ross Stores, Inc...................          7,200         180,900
                                                         -----------
</TABLE>
 
                                             NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                       <C>            <C>
DRUG CHAINS -- 0.2%
  Longs Drug Store Corp..............            900     $    42,525
                                                         -----------
DRUGS/PHARMACEUTICALS
  -- 0.8%
  Gilead Sciences, Inc.*.............          2,200          63,250
  Watson Pharmaceuticals, Inc.*......          3,300         132,000
                                                         -----------
                                                             195,250
                                                         -----------
ELECTRONIC DATA PROCESSING
  -- 0.7%
  Seagate Technology, Inc.*..........          3,000         164,250
                                                         -----------
ELECTRONIC INSTRUMENTS/DIVERSIFIED -- 2.3%
  BMC Industries, Inc................          6,500         139,750
  C-Cube Microsystems, Inc.*.........          2,300         120,750
  Cognex Corp.*......................          4,400         112,750
  Electroglas, Inc.*.................          4,000          61,500
  Macromedia, Inc.*..................          3,000         128,250
                                                         -----------
                                                             563,000
                                                         -----------
ENTERTAINMENT -- 1.2%
  Gtech Holding*.....................          4,500         139,500
  Regal Cinemas, Inc.*...............          4,100         151,700
                                                         -----------
                                                             291,200
                                                         -----------
FINANCIAL COMPANIES
  -- 1.3%
  Green Tree Financial Corp..........          4,700         161,562
  Salomon, Inc.......................          4,000         150,000
                                                         -----------
                                                             311,562
                                                         -----------
GAMBLING -- 0.5%
  Grand Casinos, Inc.*...............          3,750         112,500
                                                         -----------
INSURANCE AGENTS/BROKERS -- 0.7%
  Conseco, Inc.......................          2,200         159,225
                                                         -----------
INVESTMENT COMPANIES -- 3.8%
  Bear Stearns Co....................          6,100         150,975
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
42
<PAGE>
- -------------------------------------------------------------------
 
                                             NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                       <C>            <C>
INVESTMENT COMPANIES (CONTINUED)
  Lehman Brothers Holdings, Inc......          5,200     $   139,100
  The Money Store, Inc...............          6,500         181,188
  Morgan Stanley Group, Inc..........          2,800         144,900
  Student Loan Marketing
    Association......................          1,800         137,700
  Sunamerica, Inc....................          2,900         146,088
                                                         -----------
                                                             899,951
                                                         -----------
LIFE INSURERS -- 1.2%
  Penncorp Financial.................          4,000         126,000
  Reinsurance Group of America.......          4,300         157,488
                                                         -----------
                                                             283,488
                                                         -----------
LODGING -- 1.3%
  HFS, Inc.*.........................          3,400         165,325
  Hilton Hotels Corp.................          1,500         141,000
                                                         -----------
                                                             306,325
                                                         -----------
MANAGED HEALTHCARE -- 0.7%
  Health Management Associates,
    Inc.*............................          4,600         161,000
                                                         -----------
MEDICAL SUPPLIES -- 3.1%
  Boston Scientific Corp.*...........          3,900         179,400
  IDEXX Laboratories, Inc.*..........          2,800         117,600
  Mentor Corp........................          5,100         119,212
  Nellcor Puritan Bennett, Inc.*.....          2,700         173,475
  Target Therapeutics, Inc.*.........          2,700         163,688
                                                         -----------
                                                             753,375
                                                         -----------
MILITARY/DEFENSE TECHNOLOGY -- 0.4%
  Harsco Corp........................          1,400          92,750
                                                         -----------
</TABLE>
 
                                             NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                       <C>            <C>
MONEY-CENTER BANKS -- 0.4%
  North Fork Bancorporation, Inc.....          4,100     $    97,888
                                                         -----------
MULTI-LINE INSURERS -- 1.7%
  Fremont General Corp...............          5,350         126,394
  Loews Corp.........................          1,800         136,125
  Old Republic International Corp....          4,200         136,500
                                                         -----------
                                                             399,019
                                                         -----------
OILFIELD SERVICES/EQUIPMENT -- 2.1%
  Camco International, Inc...........          4,700         148,050
  Chesapeake Energy Corp.*...........          3,300         152,625
  Tidewater, Inc.....................          5,000         190,000
                                                         -----------
                                                             490,675
                                                         -----------
OIL/GAS PRODUCTION -- 1.8%
  Noram Energy Corp..................         15,400         142,450
  Valero Energy Corp.................          5,100         125,588
  Williams Companies, Inc............          3,200         161,200
                                                         -----------
                                                             429,238
                                                         -----------
OTHER FINANCIAL SERVICES -- 1.2%
  First USA, Inc.....................          2,600         147,225
  MBNA Corp..........................          4,800         142,200
                                                         -----------
                                                             289,425
                                                         -----------
PUBLISHING -- 1.1%
  Gartner Group, Inc.*...............          2,600         158,600
  Meredith Corp......................          2,500         103,125
                                                         -----------
                                                             261,725
                                                         -----------
SAVINGS & LOAN ASSOCIATIONS -- 1.3%
  Charter One Financial, Inc.........          4,600         155,250
  TCF Financial Corp.................          4,400         159,500
                                                         -----------
                                                             314,750
                                                         -----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
                                                                              
                                                                             43
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
BALANCED
GROWTH FUND                                  NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                       <C>            <C>
SEMICONDUCTORS/ELECTRONIC COMPONENTS -- 5.9%
  Altera Corp.*......................          9,400     $   525,225
  Applied Materials,
    Inc.*............................          2,600          90,675
  Atmel Corp.*.......................         11,000         280,500
  Kent Electronics Corp.*............          5,000         176,875
  Lattice Semiconductor Corp.*.......          2,400          68,100
  Maxim Integrated Products, Inc.*...          3,800         117,800
  S3, Inc.*..........................          2,100          25,069
  Xilinx, Inc.*......................          3,600         114,300
                                                         -----------
                                                           1,398,544
                                                         -----------
SOFTWARE -- 5.3%
  American Online, Inc.*.............          2,600         145,600
  Cadence Design Systems, Inc.*......          3,400         150,025
  Cisco Systems, Inc.*...............          3,200         148,400
  Computer Associates International,
    Inc..............................          1,900         136,088
  McAfee Associates, Inc.*...........          2,800         153,300
  Pairgain Technologies, Inc.*.......          2,700         174,825
  Peoplesoft, Inc.*..................          2,700         155,250
  Structural Dynamics Research
    Corp.*...........................          5,800         195,750
                                                         -----------
                                                           1,259,238
                                                         -----------
SPECIALTY CHAINS -- 0.6%
  Staples, Inc.*.....................          7,200         146,700
                                                         -----------
TELECOMMUNICATIONS EQUIPMENT -- 6.0%
  Ascend Communications, Inc.*.......         13,600         732,700
  Aspect
    Telecommunications, Inc.*........          3,700         169,275
</TABLE>
 
                                             NUMBER
                                            OF SHARES       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                       <C>            <C>
TELECOMMUNICATIONS EQUIPMENT
  (CONTINUED)
  Cascade Communications, Inc.*......          1,700     $   152,575
  Picturetel Corp.*..................          3,300         102,300
  U.S. Robotics Corp.*...............          2,200         284,350
                                                         -----------
                                                           1,441,200
                                                         -----------
TOTAL COMMON STOCKS
  (Cost $10,831,736)................................      13,697,326
                                                         -----------
<CAPTION>
 
                                          PRINCIPAL
                                            AMOUNT
<S>                                       <C>            <C>
- --------------------------------------------------------------------
CORPORATE BONDS -- 18.3%
- --------------------------------------------------------------------
CLOTHING CHAINS -- 4.2%
  TJX Companies, Inc.
    6.625%, 06/15/00.................     $1,000,000         990,038
                                                         -----------
COMMERCIAL/INDUSTRIAL SERVICES -- 0.8%
  Foodmaker, Inc.
    9.25%, 03/01/99..................        200,000         196,506
                                                         -----------
ELECTRIC UTILITIES -- 5.2%
  Tennessee Valley Authority Note
    6.375%, 06/15/05.................      1,250,000       1,234,375
                                                         -----------
FINANCIAL SERVICES -- 2.8%
  Penncorp Financial Group
    9.250%, 12/15/03.................        650,000         656,500
                                                         -----------
GAMBLING -- 0.6%
  Bally's Grand, Inc.
    10.375%, 12/15/03................        150,000         153,755
                                                         -----------
OIL/GAS PRODUCTION -- 0.8%
  Mesa Capitol Corp.+
    0.000%, 06/30/98.................        200,000         196,010
                                                         -----------
RETAIL/FOOD DISTRIBUTION -- 0.9%
  Doskocil Cos., Inc.
    9.75%, 07/15/00..................        200,000         207,760
                                                         -----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
44
<PAGE>
- -------------------------------------------------------------------
 
                                           PRINCIPAL
                                            AMOUNT         VALUE
 
- ---------------------------------------------------------
CORPORATE BONDS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                       <C>            <C>
SOAPS/COSMETICS -- 0.6%
  Revlon Consumer Products Corp.
    10.500%, 02/15/03................     $  150,000     $   152,438
                                                         -----------
SPECIALTY CHAINS -- 1.2%
  CompUSA, Inc.
    9.500%, 06/15/00.................        150,000         149,629
  Orchard Supply Hardware, Inc.
    9.375%, 02/15/02.................        150,000         145,880
                                                         -----------
                                                             295,509
                                                         -----------
TELECOMMUNICATIONS -- 1.2%
  Telemundo Group, Inc.
    7.000%, 02/15/06.................         75,000          68,159
  Winstar Communications*+
    0.000%, 10/15/05.................        375,000         216,950
                                                         -----------
                                                             285,109
                                                         -----------
TOTAL CORPORATE BONDS
  (Cost $4,359,289).................................       4,368,000
                                                         -----------
</TABLE>
 
                                           PRINCIPAL
                                            AMOUNT         VALUE
 
- ---------------------------------------------------------
 
<TABLE>
<S>                                       <C>            <C>
U.S. TREASURY OBLIGATIONS -- 18.7%
- --------------------------------------------------------------------
U.S. TREASURY BONDS
    8.125%, 08/15/21.................     $  690,000     $   792,327
                                                         -----------
U.S. TREASURY NOTES
    6.250%, 08/31/00.................      1,000,000       1,004,900
    7.500%, 11/15/01.................      1,500,000       1,592,685
    7.500%, 05/15/02.................      1,000,000       1,065,290
                                                         -----------
                                                           3,662,875
                                                         -----------
TOTAL U.S. TREASURY OBLIGATIONS
  (Cost $4,584,907).................................       4,455,202
                                                         -----------
- --------------------------------------------------------------------
COMMERCIAL PAPER -- 3.6%
- --------------------------------------------------------------------
  Associates Corporation of America
    5.43%, 04/01/96
    (Cost $853,742)..................        854,000         853,742
                                                         -----------
TOTAL INVESTMENTS -- 98.0%
  (Cost $20,629,674)................................     $23,374,270
OTHER ASSETS IN EXCESS OF LIABILITIES -- 2.0%.......
                                                             470,281
                                                         -----------
NET ASSETS -- 100.0%................................     $23,844,551
                                                         -----------
<FN>
- ------------
* Non-income producing security.
+ Variable rate security.
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              45
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
GOVERNMENT
INCOME FUND                                   PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
U.S. TREASURY OBLIGATIONS -- 65.6%
- ----------------------------------------------
 
<TABLE>
<S>                                               <C>            <C>
U.S. TREASURY NOTES
  6.250%, 08/31/00...........................     $1,100,000     $1,105,390
  7.500%, 11/15/01...........................      1,100,000      1,167,969
  7.500%, 05/15/02...........................        620,000        660,480
                                                                 ----------
TOTAL U.S. TREASURY OBLIGATIONS
  (Cost $3,011,192).........................................      2,933,839
                                                                 ----------
- ---------------------------------------------------------------------------
CORPORATE BONDS -- 16.7%
- ---------------------------------------------------------------------------
CIGNA CORPORATION -- 7.5%
    7.650%, 03/01/23.........................        350,000        337,313
TELECOMMUNICATIONS -- 9.2%
    10.125%, 04/15/22........................        350,000        409,937
                                                                 ----------
TOTAL CORPORATE BONDS
  (Cost $719,205)...........................................        747,250
                                                                 ----------
</TABLE>
 
                                              PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
 
<TABLE>
<S>                                               <C>            <C>
AGENCY OBLIGATIONS -- 11.0%
- ---------------------------------------------------------------------------
TENNESSEE VALLEY AUTHORITY
  6.375%, 06/15/05
  (Cost $518,200)............................     $  500,000     $  493,750
                                                                 ----------
- ---------------------------------------------------------------------------
COMMERCIAL PAPER -- 2.9%
- ---------------------------------------------------------------------------
ASSOCIATES CORPORATION OF AMERICA
  5.43%, 04/01/96
  (Cost $132,000)............................        132,000        132,000
                                                                 ----------
- ---------------------------------------------------------------------------
REPURCHASE AGREEMENTS -- 2.2%
- ---------------------------------------------------------------------------
J.P. MORGAN & CO., INC.
  $100,000 at 5.35%,
  (Agreement dated 3/29/96; to be repurchased at $100,045 on
    4/1/96; collateralized by $73,000 U.S. Treasury Note,
    10.625% due 08/15/15)
  (Cost $100,000)............................        100,000        100,000
                                                                 ----------
TOTAL INVESTMENTS -- 98.4%..................................
  (Cost $4,480,597)..........................                    $4,406,839
OTHER ASSETS IN EXCESS OF LIABILITIES -- 1.60%..............
                                                                     71,155
                                                                 ----------
NET ASSETS -- 100.00%                                            $4,477,994
                                                                 ----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
46
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
MONEY
MARKET FUND                                  PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
AGENCY OBLIGATIONS -- 41.7%
- ----------------------------------------------
 
<TABLE>
<S>                                               <C>           <C>
FEDERAL HOME LOAN BANK DISCOUNT NOTES -- 31.7%
  5.48%, 06/13/96............................     $ 150,000     $  148,333
  5.32%, 07/03/96............................       100,000         98,626
  5.38%, 07/03/96............................       250,000        246,525
  5.41%, 07/12/96............................       100,000         98,467
  5.29%, 07/26/96............................       125,000        122,869
  4.91%, 08/28/96............................       100,000         97,968
  5.14%, 10/25/96............................       100,000         97,045
  5.12%, 12/17/96............................       100,000         96,302
                                                                ----------
                                                                 1,006,135
                                                                ----------
FEDERAL FARM CREDIT BANK DISCOUNT NOTES -- 10.0%
  5.17%, 09/03/96............................       150,000        146,661
  5.08%, 09/11/96............................       100,000         97,709
  5.20%, 11/15/96............................        75,000         72,530
                                                                ----------
                                                                   316,900
                                                                ----------
TOTAL AGENCY OBLIGATIONS
  (Cost $1,323,035)........................................      1,323,035
                                                                ----------
</TABLE>
 
                                             PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
 
<TABLE>
<S>                                               <C>           <C>
REPURCHASE AGREEMENT -- 58.8%
- --------------------------------------------------------------------------
  J. P. Morgan & Co. $1,865,000 at 5.35%
    (Agreement dated 03/29/96, to be
    repurchased) at $1,865,831
    on 04/01/96; collateralized by $1,381,000
    U. S. Treasury Notes 11.625% due
    11/15/04) (Cost $1,865,000)..............     $1,865,000    $1,865,000
                                                                ----------
TOTAL INVESTMENTS -- 100.5%
  (Cost $3,188,035)........................................     $3,188,035
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (0.5%)...................................        (14,188)
                                                                ----------
NET ASSETS -- 100.0%.......................................     $3,173,847
                                                                ----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                            47
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF ASSETS AND LIABILITIES FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
AS OF MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                EMERGING         CORE         INCOME &       BALANCED    GOVERNMENT      MONEY
                                                 GROWTH         GROWTH         GROWTH         GROWTH       INCOME       MARKET
                                                  FUND           FUND           FUND           FUND         FUND         FUND
<S>                                           <C>            <C>            <C>            <C>           <C>          <C>
                                              -----------------------------------------------------------------------------------
ASSETS:
  Investments, at value*....................  $ 589,916,573  $ 424,821,797  $ 111,582,468  $ 23,374,270   $4,406,839  $ 3,188,035
  Cash......................................          6,624        104,687      1,068,976         1,215         804           925
  Receivable for investment securities
    sold....................................      8,892,675      6,485,822      1,054,430       232,027          --            --
  Receivable for interests sold.............      1,781,237      1,065,892        435,420       105,206      30,831            --
  Dividends receivable......................         79,939         63,712        111,346         3,164          --            --
  Interest receivable.......................          4,265          8,701        799,241       177,304      82,891           831
  Due from advisor..........................             --             --             --            --      16,215        18,467
  Deferred organization costs...............         22,962         31,883         15,812        11,280      10,375         9,491
  Other assets..............................          8,958          2,990            730            48          --           120
                                              -----------------------------------------------------------------------------------
      Total assets..........................    600,713,233    432,585,484    115,068,423    23,904,514   4,547,955     3,217,869
                                              -----------------------------------------------------------------------------------
LIABILITIES:
  Payable for investment securities
    purchased...............................      4,605,614     11,360,399      3,052,126            --          --            --
  Payable for interests repurchased.........     11,374,104        303,649        131,446        30,270      22,974            --
  Due to advisor............................             --             --            192            --      24,688        24,688
  Accrued expenses..........................        647,133        378,833        126,723        29,693      22,299        19,334
                                              -----------------------------------------------------------------------------------
      Total liabilities.....................     16,626,851     12,042,881      3,310,487        59,963      69,961        44,022
                                              -----------------------------------------------------------------------------------
NET ASSETS..................................  $ 584,086,382  $ 420,542,603  $ 111,757,936  $ 23,844,551   $4,477,994  $ 3,173,847
                                              -----------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
  Paid-in capital...........................  $ 405,315,616  $ 313,544,763  $  82,905,884  $ 18,981,131   $3,797,724  $ 3,174,172
  Accumulated net investment income
    (deficit)...............................     (6,202,213)      (683,173)    11,637,836     1,409,039     755,564            --
  Accumulated net realized gain (loss)......     24,342,802     18,927,339      2,949,024       709,785      (1,536)         (325)
  Net unrealized appreciation (depreciation)
    of investments..........................    160,630,177     88,753,674     14,265,192     2,744,596     (73,758)           --
                                              -----------------------------------------------------------------------------------
      Net assets............................  $ 584,086,382  $ 420,542,603  $ 111,757,936  $ 23,844,551   $4,477,994  $ 3,173,847
                                              -----------------------------------------------------------------------------------
*Investments, at cost.......................  $ 429,286,396  $ 336,068,123  $  97,317,276  $ 20,629,674   $4,480,597  $ 3,188,035
                                              -----------------------------------------------------------------------------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
48
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF OPERATIONS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
FOR THE YEAR ENDED MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                EMERGING         CORE         INCOME &     BALANCED    GOVERNMENT     MONEY
                                                 GROWTH         GROWTH         GROWTH       GROWTH       INCOME      MARKET
                                                  FUND           FUND           FUND         FUND         FUND        FUND
<S>                                           <C>            <C>            <C>           <C>          <C>          <C>
                                              -------------------------------------------------------------------------------
INVESTMENT INCOME
  Income:
    Dividends...............................  $   1,179,992  $   1,114,996  $  1,152,827  $   112,176   $      --   $      --
    Interest................................      1,620,601      1,157,351     3,989,027      741,327     321,658     217,637
                                              -------------------------------------------------------------------------------
      Total income..........................      2,800,593      2,272,347     5,141,854      853,503     321,658     217,637
                                              -------------------------------------------------------------------------------
  Expenses:
    Advisory fee............................      5,190,853      2,563,061       789,222      169,416      20,408       9,402
    Accounting fee..........................        172,731        138,472        76,569       75,000      75,000      75,000
    Administration fee......................         35,001        118,532        36,632        7,859       1,663       1,311
    Audit & tax services....................        136,316         93,588        26,856        6,295       1,207       8,421
    Custodian fee...........................        151,066         64,667        31,624       27,384      15,220      16,346
    Insurance...............................          9,983          9,416         2,796          681         158         105
    Legal fee...............................          8,636          8,990         2,913          617         135         954
    Miscellaneous...........................         24,391          3,943        10,451        7,746       3,773       4,924
    Organization costs......................          8,539         15,585         7,730        5,516       5,073         111
    Trustees' fee...........................          8,450          8,450         8,450        8,450       8,451       3,673
                                              -------------------------------------------------------------------------------
      Total expenses........................      5,745,966      3,024,704       993,243      308,964     131,088     120,247
      Less: Reimbursement to (from)
        advisor.............................             --             --         6,439      (94,370)   (101,143)   (103,377)
                                              -------------------------------------------------------------------------------
      Net expenses..........................      5,745,966      3,024,704       999,682      214,594      29,945      16,870
                                              -------------------------------------------------------------------------------
      Net investment income (deficit).......     (2,945,373)      (752,357)    4,142,172      638,909     291,713     200,767
                                              -------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) from security
    transactions............................     78,797,996     50,587,998    10,319,301    2,837,068     363,388        (325)
  Change in net unrealized appreciation
    (depreciation) of investments...........     91,635,716     52,583,826    10,732,341      742,010    (175,424)         --
                                              -------------------------------------------------------------------------------
    Net gain (loss) on investments..........    170,433,712    103,171,824    21,051,642    3,579,078     187,964        (325)
                                              -------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS................................  $ 167,488,339  $ 102,419,467  $ 25,193,814  $ 4,217,987   $ 479,677   $ 200,442
                                              -------------------------------------------------------------------------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             49
<PAGE>
                      (This page intentionally left blank)
 
- --------------------------------------------------------------------------------
 
50
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENT OF CHANGES IN NET ASSETS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
<TABLE>
<CAPTION>
                                         EMERGING GROWTH                       CORE GROWTH
                                ---------------------------------   ---------------------------------
                                    FOR THE           FOR THE           FOR THE           FOR THE
                                  YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
                                MARCH 31, 1996    MARCH 31, 1995    MARCH 31, 1996    MARCH 31, 1995
<S>                             <C>               <C>               <C>               <C>
                                ---------------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS
  OPERATIONS:
    Net investment income
      (deficit)...............  $    (2,945,373)  $    (2,224,592)  $      (752,357)  $       136,431
    Net realized gain (loss)
      from security
      transactions............       78,797,996       (48,388,925)       50,587,998       (27,617,865)
    Change in net unrealized
      appreciation
      (depreciation) of
      investments.............       91,635,716        88,372,950        52,583,826        36,375,233
                                ---------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        operations............      167,488,339        37,759,433       102,419,467         8,893,799
                                ---------------------------------------------------------------------
  DISTRIBUTIONS TO PARTNERS
    Net investment income.....               --                --                --                --
                                ---------------------------------------------------------------------
  TRANSACTIONS IN INTERESTS:
    Contributions by
      partners................      107,044,506        77,212,401       113,757,799        76,785,761
    Withdrawals by partners...     (161,495,614)      (57,696,150)      (79,489,585)      (91,624,360)
                                ---------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............      (54,451,108)       19,516,251        34,268,214       (14,838,599)
                                ---------------------------------------------------------------------
      Total increase
        (decrease) in net
        assets................      113,037,231        57,275,684       136,687,681        (5,944,800)
NET ASSETS:
  BEGINNING OF PERIOD.........      471,049,151       413,773,467       283,854,922       289,799,722
                                ---------------------------------------------------------------------
  END OF PERIOD...............  $   584,086,382   $   471,049,151   $   420,542,603   $   283,854,922
                                ---------------------------------------------------------------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             51
<PAGE>
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
                                         INCOME & GROWTH                     BALANCED GROWTH
                                ---------------------------------   ---------------------------------
                                    FOR THE           FOR THE           FOR THE           FOR THE
                                  YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
                                MARCH 31, 1996    MARCH 31, 1995    MARCH 31, 1996    MARCH 31, 1995
<S>                             <C>               <C>               <C>               <C>
                                ---------------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS
  OPERATIONS:
    Net investment income
      (deficit)...............  $     4,142,172   $     5,103,250   $       638,909   $       477,083
    Net realized gain (loss)
      from security
      transactions............       10,319,301       (13,408,682)        2,837,068        (1,500,269)
    Change in net unrealized
      appreciation
      (depreciation) of
      investments.............       10,732,341         5,539,419           742,010         1,850,658
                                ---------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        operations............       25,193,814        (2,766,013)        4,217,987           827,472
                                ---------------------------------------------------------------------
  DISTRIBUTIONS TO PARTNERS
    Net investment income.....               --                --                --                --
                                ---------------------------------------------------------------------
  TRANSACTIONS IN INTERESTS:
    Contributions by
      partners................       15,608,507        32,875,977         4,914,004         4,819,959
    Withdrawals by partners...      (35,130,807)      (42,582,471)       (7,102,941)       (6,527,607)
                                ---------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............      (19,522,300)       (9,706,494)       (2,188,937)       (1,707,648)
                                ---------------------------------------------------------------------
      Total increase
        (decrease) in net
        assets................        5,671,514       (12,472,507)        2,029,050          (880,176)
NET ASSETS:
  BEGINNING OF PERIOD.........      106,086,422       118,558,929        21,815,501        22,695,677
                                ---------------------------------------------------------------------
  END OF PERIOD...............  $   111,757,936   $   106,086,422   $    23,844,551   $    21,815,501
                                ---------------------------------------------------------------------
 
<CAPTION>
                                        GOVERNMENT INCOME                     MONEY MARKET
                                ---------------------------------   ---------------------------------
                                    FOR THE           FOR THE           FOR THE           FOR THE
                                  YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
                                MARCH 31, 1996    MARCH 31, 1995    MARCH 31, 1996    MARCH 31, 1995
<S>                             <C>               <C>               <C>               <C>
 
INCREASE (DECREASE) IN NET
  ASSETS
  OPERATIONS:
    Net investment income
      (deficit)...............  $       291,713   $       365,015   $       200,767   $       179,428
    Net realized gain (loss)
      from security
      transactions............          363,388          (447,930)             (325)               17
    Change in net unrealized
      appreciation
      (depreciation) of
      investments.............         (175,424)          305,693                --                --
 
      Net increase (decrease)
        in net assets from
        operations............          479,677           222,778           200,442           179,445
 
  DISTRIBUTIONS TO PARTNERS
    Net investment income.....               --                --          (200,767)         (179,428)
 
  TRANSACTIONS IN INTERESTS:
    Contributions by
      partners................        3,577,045        10,057,391        22,251,491        13,398,906
    Withdrawals by partners...       (4,912,231)      (13,048,663)      (22,108,039)      (10,440,597)
 
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............       (1,335,186)       (2,991,272)          143,452         2,958,309
 
      Total increase
        (decrease) in net
        assets................         (855,509)       (2,768,494)          143,127         2,958,326
NET ASSETS:
  BEGINNING OF PERIOD.........        5,333,503         8,101,997         3,030,720            72,394
 
  END OF PERIOD...............  $     4,477,994   $     5,333,503   $     3,173,847   $     3,030,720
 
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
52
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS
- -------------------------------------------------------------------
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION
 
  Nicholas-Applegate Investment Trust (the "Master Trust"), a diversified,
open-end management investment company organized as a Delaware business trust,
is comprised of twelve investment vehicles (each a "Fund" and collectively the
"Funds") as of March 31, 1996. Each Fund has up to five Portfolios which have
invested in the respective series of the Master Trust to achieve their
investment objective.
 
  The investment objectives of the Funds are as follows:
 
  Emerging Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in equity securities of U.S. companies with less than $500
million in market capitalization.
 
  Core Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in U.S. companies, generally over $500 million in total
stock market value.
 
  Income & Growth Fund seeks to maximize total return through investment
primarily in convertible and equity securities of U.S. companies.
 
  Balanced Growth Fund seeks to provide a balance of long-term capital
appreciation and current income by investing approximately 60% of its total
assets in equity and convertible securities of primarily U.S. companies and 40%
of its total assets in debt securities, money market instruments and other
short-term investments.
 
  Government Income Fund seeks to maximize current income through investment
primarily in intermediate-term debt securities of the U.S. government and its
agencies and instrumentalities.
 
  Money Market Fund seeks to achieve a high level of current income consistent
with preservation of capital and maintenance of liquidity through investment in
investment grade securities with an average maturity of 90 days.
 
SECURITIES TRANSACTIONS
 
  Equity securities are valued at the last sale price (for exchange-listed
securities) or the mean between the last bid and asked price (if lacking any
sales and for over-the-counter securities). Debt securities generally are valued
at the mean between the last bid and asked prices. Securities with 60 days or
less remaining to maturity and securities held in the Money Market Fund are
valued on an amortized cost basis which approximates market value.
 
  Securities for which market quotations are not readily available are valued at
fair value determined in good faith by or under the direction of the Master
Trust's Board of Trustees.
 
  Securities transactions are recognized on the trade date. Realized gains and
losses from securities transactions are calculated using the first-in, first-out
method. Dividend income is recognized on the ex-dividend date, and interest
income is recorded on the accrual basis. Discounts and premiums on securities
purchased are amortized over the life of the respective securities.
 
FEDERAL INCOME TAXES
 
  The Funds are treated as partnerships for federal income tax purposes. Any
interest, dividends and gains or losses of a Fund will be deemed to have been
"passed through" to the Portfolios.
 
DEFERRED ORGANIZATION COSTS
 
  Organization costs incurred by the Master Trust have been allocated to the
various Funds based upon management's best estimate of the costs applicable to
each Fund. These costs have been deferred and will be amortized over a period of
60 months from the date the Funds commenced operations.
 
USE OF ESTIMATES
 
  The preparation of financial statements in conformity with generally accepted
accounting principles
 
- --------------------------------------------------------------------------------
 
                                                                            53
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
 
B. TRANSACTIONS WITH AFFILIATES
 
ADVISORY AGREEMENTS
 
  The investment adviser to the Master Trust is Nicholas-Applegate Capital
Management ("Nicholas-Applegate"). The advisory fee is computed daily for the
Funds based upon the following percentages of each Fund's average daily net
assets:
 
<TABLE>
<CAPTION>
                                  FIRST               EXCESS OF
                                  $500     NEXT $500     $1
                                 MILLION    MILLION    BILLION
                                ---------  ---------  ---------
<S>                             <C>        <C>        <C>
Emerging Growth Fund..........      1.00%      1.00%      1.00%
Core Growth Fund..............       .75%      .675%       .65%
Income & Growth Fund..........       .75%      .675%       .65%
Balanced Growth Fund..........       .75%      .675%       .65%
Government Income Fund........       .40%       .55%       .55%
Money Market Fund.............       .25%     .2275%     .2275%
</TABLE>
 
EXPENSE LIMITATIONS
 
  Nicholas-Applegate and the Master Trust have undertaken to limit the Funds'
expenses to certain annual levels through March 31, 1997. In subsequent years,
overall operating expenses for each Fund will not fall below the percentage
limitation until the Investment Adviser has been fully reimbursed for fees
foregone or expenses paid by the Investment Adviser under this agreement, as
each Fund will reimburse the Investment Adviser in subsequent years when
operating expenses (before reimbursement) are less than the applicable
percentage limitation.
 
  The cumulative unreimbursed amounts paid by Nicholas-Applegate on behalf of
the Funds, during the period from inception (respectively) to March 31, 1996,
are as follows:
 
<TABLE>
<S>                                   <C>
Income & Growth Fund................  $  37,500
Balanced Growth Fund................    244,871
Government Income Fund..............    255,677
Money Market Fund...................    281,901
</TABLE>
 
  Nicholas-Applegate advanced certain organization costs discussed in Note A. As
of March 31, 1996, the following Funds have amounts due to Nicholas-Applegate
for organizational costs advanced:
 
<TABLE>
<S>                                   <C>
Government Income Fund..............  $  24,688
Money Market Fund...................     24,688
</TABLE>
 
C. INVESTMENT TRANSACTIONS
 
  The aggregate purchases and sales of investment securities, other than
short-term obligations, for the fiscal year ended March 31, 1996, were as
follows (in 000's):
 
<TABLE>
<CAPTION>
                                   PURCHASES      SALES
                                  -----------  -----------
<S>                               <C>          <C>
Emerging Growth Fund............  $   641,224  $   681,706
Core Growth Fund................      396,795      369,702
Income & Growth Fund............      147,316      166,406
Balanced Growth Fund............       42,668       41,675
Government Income Fund..........        8,677        9,831
</TABLE>
 
- --------------------------------------------------------------------------------
 
54
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
  At March 31, 1996, the net unrealized appreciation (depreciation) based on the
cost of investments for Federal income tax purposes was as follows (in 000's):
 
<TABLE>
<CAPTION>
                                                             NET
                   TAX         GROSS         GROSS       UNREALIZED
                 COST OF    UNREALIZED    UNREALIZED    APPRECIATION
               INVESTMENTS  APPRECIATION DEPRECIATION   (DEPRECIATION)
               -----------  -----------  -------------  -------------
<S>            <C>          <C>          <C>            <C>
EMERGING
 GROWTH FUND.   $ 429,278    $ 170,460     $   9,901      $ 160,559
CORE GROWTH
 FUND........     336,068       92,929         4,175         88,754
INCOME &
 GROWTH FUND.      97,318       14,508           244         14,264
BALANCED
 GROWTH FUND.      20,630        3,296           552          2,744
GOVERNMENT
 INCOME FUND.       4,481           38           112            (74)
MONEY MARKET
 FUND........       3,188           --             1             (1)
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                             55
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
D. SELECTED RATIO DATA
 
<TABLE>
<CAPTION>
                                                               RATIO OF NET
                                 RATIO OF       RATIO OF        INVESTMENT       RATIO OF NET
                                EXPENSES TO    EXPENSES TO        INCOME          INVESTMENT
                                AVERAGE NET    AVERAGE NET     (DEFICIT) TO    INCOME (DEFICIT)
                                  ASSETS,        ASSETS,       AVERAGE NET      TO AVERAGE NET
                                   AFTER         BEFORE       ASSETS, AFTER     ASSETS, BEFORE
                                  EXPENSE        EXPENSE         EXPENSE           EXPENSE                               BROKER
                                REIMBURSEMENTS REIMBURSEMENTS REIMBURSEMENTS    REIMBURSEMENTS        PORTFOLIO        COMMISSIONS
                                (RECOUPMENT)  (RECOUPMENT)     (RECOUPMENT)      (RECOUPMENT)       TURNOVER RATE       PER SHARE
<S>                             <C>           <C>             <C>              <C>                <C>                 <C>
- -----------------------------------------------------------------------------------------------------------------------------------
EMERGING GROWTH*
  For the year ended
    03/31/96..................        1.11%           1.11%        (0.57%)            (0.57%)           129.59%           $ 0.0523
  For the year ended
    03/31/95..................        1.12%           1.11%        (0.53%)            (0.52%)           100.46%                 --
  For the period ended
    03/31/94+.................        1.12%           1.16%        (0.80%)            (0.84%)            50.51%                 --
CORE GROWTH*
  For the year ended
    03/31/96..................        0.89%           0.89%        (0.22%)            (0.22%)           114.48%           $ 0.0593
  For the year ended
    03/31/95..................        0.89%           0.89%         0.05%              0.05%             98.09%                 --
  For the period ended
    03/31/94+.................        0.92%           0.92%        (0.03%)            (0.03%)            84.84%                 --
INCOME & GROWTH*
  For the year ended
    03/31/96..................        0.95%           0.94%         3.94%              3.94%            144.97%           $ 0.0597
  For the year ended
    03/31/95..................        0.93%           0.95%         4.37%              4.35%            125.51%                 --
  For the period ended
    03/31/94+.................        0.94%           0.97%         3.51%              3.48%            177.52%                 --
BALANCED GROWTH*
  For the year ended
    03/31/96..................        0.95%           1.37%         2.83%              2.37%            197.19%           $ 0.0594
  For the year ended
    03/31/95..................        0.95%           1.33%         2.13%              1.75%            110.40%                 --
  For the period ended
    03/31/94+.................        0.94%           1.37%         1.93%              1.50%             85.43%                 --
GOVERNMENT INCOME*
  For the year ended
    03/31/96..................        0.60%           2.75%         6.12%              4.00%            190.47%                 --
  For the year ended
    03/31/95..................        0.80%           2.21%         5.32%              3.91%            258.72%                 --
  For the period ended
    03/31/94+.................        0.80%           2.80%         3.43%              1.43%            159.17%                 --
MONEY MARKET*
  For the year ended
    03/31/96..................        0.45%           3.20%         5.34%              2.59%               n/a                  --
  For the year ended
    03/31/95..................        0.31%           3.23%         4.61%              1.69%               n/a                  --
  For the period ended
    03/31/94+.................        0.24%         151.02%         2.12%           (148.66%)              n/a                  --
</TABLE>
 
- -------------
*All Funds commenced operations on April 19, 1993, except Emerging Growth Fund
 which commenced operations on October 1, 1993.
 
+Annualized.
 
- --------------------------------------------------------------------------------
 
56
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------
 
ERNST & YOUNG LLP
515 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071
PHONE: 213 977 3200
 
To the Shareholders and Board of Trustees of
Nicholas-Applegate Mutual Funds
 
We have audited the accompanying statements of assets and liabilities of the
following portfolios of Nicholas-Applegate Mutual Funds: Emerging Growth A, B &
C Portfolios, Core Growth A, B & C Portfolios, Income & Growth A, B & C
Portfolios, Balanced Growth A, B & C Portfolios, Government Income A, B & C
Portfolios, and Money Market Portfolio (hereinafter the "Portfolios"), as of
March 31, 1996, and the related statements of operations and changes in net
assets and the financial highlights for the fiscal year then ended. These
financial statements and financial highlights are the responsibility of the
Portfolios' management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits. The
statements of changes in net assets and the financial highlights of the A & C
Portfolios for the fiscal year ended March 31, 1995 and the financial highlights
for the fiscal year ended March 31, 1994 were audited by other auditors whose
report dated May 12, 1995 expressed an unqualified opinion on those financial
statements and financial highlights.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, the 1996 financial statements and financial highlights referred
to above present fairly, in all material respects, the financial positions of
the Portfolios as of March 31, 1996, and the results of their operations,
changes in their net assets and the financial highlights for the fiscal year
then ended, in conformity with generally accepted accounting principles.
 
/s/ Ernst & Young LLP
 
May 10, 1996
 
- --------------------------------------------------------------------------------
 
                                                                             57
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------
 
ERNST & YOUNG LLP
515 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071
PHONE: 213 977 3200
 
To the Shareholders and Board of Trustees of
Nicholas-Applegate Investment Trust
 
We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of the following series of Nicholas-Applegate
Investment Trust: Emerging Growth Fund, Core Growth Fund, Income & Growth Fund,
Balanced Growth Fund, Government Income Fund, and Money Market Fund (hereinafter
the "Funds"), as of March 31, 1996, and the related statements of operations and
changes in net assets for the fiscal year then ended. These financial statements
are the responsibility of the Funds' management. Our responsibility is to
express an opinion on these financial statements based on our audits. The
statements of changes in net assets of the Funds for the fiscal year ended March
31, 1995 were audited by other auditors whose report dated May 12, 1995
expressed an unqualified opinion on those financial statements.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of March 31, 1996, by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, the 1996 financial statements referred to above present fairly,
in all material respects, the financial positions of the Funds as of March 31,
1996, and the results of their operations and changes in their net assets for
the fiscal year then ended, in conformity with generally accepted accounting
principles.
 
/s/ Ernst & Young LLP
 
May 10, 1996
 
- --------------------------------------------------------------------------------
 
58
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
MINI CAP
GROWTH FUND                                     NUMBER
                                               OF SHARES    VALUE
 
- ---------------------------------------------------------
COMMON STOCKS -- 95.4%
- ----------------------------------------------
 
<TABLE>
<S>                                            <C>         <C>
AIRLINES -- 1.9%
  Mesaba Holdings, Inc.*.....................      25,100  $    277,669
  Reno Air, Inc.*............................      15,200       190,000
                                                           ------------
                                                                467,669
                                                           ------------
APPAREL -- 4.7%
  Chaus (Bernard), Inc.*.....................      16,300        73,350
  Cole Kenneth Productions, Inc..............       5,400        96,525
  Cutter & Buck, Inc.*.......................      10,900       109,000
  Donnkenny, Inc.*...........................      10,500       169,312
  Genesco, Inc.*.............................      17,500        83,125
  Madden Steven*.............................       6,000        39,000
  Marisa Christina, Inc.*....................       7,500       150,937
  Pacific Sunware of California, Inc.*.......       7,300        89,425
  Quiksilver, Inc.*..........................       6,200       196,850
  Vans, Inc.*................................      13,300       184,537
                                                           ------------
                                                              1,192,061
                                                           ------------
AUTOMOTIVE EQUIPMENT -- 0.7%
  Strattec Security Corp.*...................       7,500       123,750
  Supreme Industries, Inc. Class A*..........       6,250        45,312
                                                           ------------
                                                                169,062
                                                           ------------
BIOTECHNOLOGY -- 5.7%
  Cambridge Neuroscience, Inc.*..............       6,800        81,600
  Cryolife, Inc.*............................       5,600       120,400
  Cytel Corp.*...............................      19,200       144,000
  Genelabs Technologies, Inc.*...............      33,500       226,125
  Guilford Pharmaceuticals*..................       8,500       190,185
  Magainin Pharmaceuticals, Inc.*............       5,900        61,950
  Martek Biosciences Corp.*..................       2,800       100,800
  Matritech, Inc.*...........................      29,600       344,100
</TABLE>
 
                                                NUMBER
                                               OF SHARES    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
BIOTECHNOLOGY (CONTINUED)
  Oncogene Science, Inc.*....................      18,500  $    168,813
                                                           ------------
                                                              1,437,973
                                                           ------------
BROADCASTING -- 1.8%
  Argyle Television, Inc.*...................       6,100       132,675
  Multi-Market Radio, Inc. Class A*..........       9,500        95,000
  United Video Satellite Group Class A*......      11,100       233,100
                                                           ------------
                                                                460,775
                                                           ------------
BUILDING MATERIALS -- 1.1%
  Hexcel Corp.*..............................      11,900       139,825
  Shaw Group, Inc.*..........................       7,800       135,525
                                                           ------------
                                                                275,350
                                                           ------------
BUILDING MATERIAL CHAINS -- 0.6%
  Orchard Supply Hardware*...................       6,900       163,013
                                                           ------------
CLOTHING CHAINS -- 0.9%
  Buckle, Inc.*..............................       9,400       239,700
                                                           ------------
COMPUTERS/OFFICE AUTOMATION -- 0.9%
  Brooktrout Technology, Inc.*...............       6,900       238,050
                                                           ------------
CONTRACT DRILLING -- 0.3%
  Unit Corp.*................................      11,000        63,250
                                                           ------------
DRUGS/PHARMACEUTICALS -- 2.8%
  Curative Technologies, Inc.*...............       9,800       181,300
  IBAH, Inc.*................................      15,500       108,500
  IDEC Pharmaceuticals Corp.*................       9,200       204,700
  Inhale Therapeutic Systems*................       6,200        94,550
  Sangstat Medical Corp.*....................       7,400       119,325
                                                           ------------
                                                                708,375
                                                           ------------
ELECTRONIC DATA PROCESSING -- 0.7%
  Cycare Systems, Inc.*......................       6,000       171,000
                                                           ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
59
<PAGE>
- -------------------------------------------------------------------
 
                                                NUMBER
                                               OF SHARES    VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                            <C>         <C>
ELECTRONIC INSTRUMENTS/DIVERSIFIED -- 1.9%
  Checkmate Electronics, Inc.*...............      11,800  $    153,400
  Lecroy Corp.*..............................       8,500       123,250
  Powell Industries, Inc.*...................      11,400       111,150
  Robotic Vision Systems, Inc.*..............       5,300        85,462
                                                           ------------
                                                                473,262
                                                           ------------
ENTERTAINMENT -- 0.4%
  Ambassador International, Inc.*............       8,700        95,700
                                                           ------------
ENVIRONMENTAL SERVICES -- 0.7%
  Continental Waste Industries, Inc.*........      17,266       187,768
                                                           ------------
FINANCE COMPANIES -- 1.8%
  Imperial Credit Industries, Inc.*..........       5,730       140,385
  Resource Bancshares Mortgage Group, Inc.*..       6,560       102,500
  Sirrom Capital Corp........................       9,400       215,025
                                                           ------------
                                                                457,910
                                                           ------------
GAMBLING -- 0.7%
  Penn National Gaming, Inc.*................       9,400       165,675
                                                           ------------
HOME FURNISHING -- 0.6%
  Bush Industries, Inc. Class A..............       6,100       154,025
                                                           ------------
HOMEBUILDING -- 2.6%
  Cavalier Homes, Inc........................      11,300       175,150
  Continental Homes Holding Corp.............      11,200       257,600
  Crossmann Communities, Inc.*...............       7,500       135,000
</TABLE>
 
                                                NUMBER
                                               OF SHARES    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
HOMEBUILDING (CONTINUED)
  M / I Schottenstein Homes*.................       9,400  $     96,350
                                                           ------------
                                                                664,100
                                                           ------------
HOSPITALS -- 0.7%
  Health Management Systems, Inc.*...........       5,950       168,087
                                                           ------------
INDUSTRIAL ENGINEERING/CONSTRUCTION -- 1.8%
  Greenwich Air Services, Inc.*..............       8,800       374,000
  Starrett Corp..............................       8,000        86,000
                                                           ------------
                                                                460,000
                                                           ------------
LODGING -- 0.7%
  Studio Plus Hotels, Inc.*..................       6,100       169,275
                                                           ------------
MACHINERY/EQUIPMENT -- 1.8%
  Computational Systems, Inc.*...............       5,600        99,400
  LSI Industries, Inc........................       9,600       172,800
  Miller Industries Inc./ Tenn.*.............       5,400       183,600
                                                           ------------
                                                                455,800
                                                           ------------
MANAGED HEALTH CARE/HMO'S/PPO'S -- 0.7%
  Corvel Corp.*..............................       5,400       189,000
                                                           ------------
MEDICAL SPECIALTIES -- 0.3%
  Impath, Inc................................       5,200        76,700
                                                           ------------
MEDICAL SUPPLIES -- 8.7%
  AVECOR Cardiovascular, Inc.*...............       8,800       119,900
  Capstone Pharmacy Services*................      18,500       166,500
  Conmed Corp.*..............................      17,150       420,175
  Hologic, Inc.*.............................       9,800       222,950
  Inamed Corp.*..............................      10,500       128,625
  Kensey Nash Corp.*.........................       9,400       133,950
  Lunar Corp.*...............................       5,850       250,087
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              60
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
MINI CAP
GROWTH FUND                                     NUMBER
                                               OF SHARES    VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                            <C>         <C>
MEDICAL SUPPLIES (CONTINUED)
  Meridian Diagnostics, Inc.*................      19,100  $    202,937
  Minimed, Inc.*.............................      11,200       201,600
  Osteotech, Inc.*...........................       9,000        67,500
  Protocol Systems, Inc.*....................       8,300       140,063
  Vitalcom, Inc.*............................      11,300       151,138
                                                           ------------
                                                              2,205,425
                                                           ------------
MEDICAL/NURSING/HEALTH SERVICES -- 3.0%
  ABR Information Services, Inc.*............       2,525       117,413
  Equimed, Inc.*.............................      15,400       202,125
  Pediatric Services of America, Inc.*.......       9,000       228,375
  Prime Medical Services, Inc.*..............      12,500       162,500
  Sterling Healthcare Group*.................       3,400        48,450
                                                           ------------
                                                                758,863
                                                           ------------
MILITARY/DEFENSE TECHNOLOGY -- 0.6%
  Tracor, Inc.*..............................       8,900       155,194
                                                           ------------
MULTI-LINE INSURERS -- 0.6%
  Delphi Financial Group, Inc. Class A*......       6,100       146,400
                                                           ------------
OIL/GAS PRODUCTION -- 0.5%
  Lomak Petroleum, Inc.......................      11,200       131,600
                                                           ------------
OILFIELD SERVICES/EQUIPMENT -- 0.7%
  Dreco Energy Services LTD, Class A*........       9,300       186,000
                                                           ------------
OTHER COMMERCIAL/INDUSTRIAL SERVICES -- 3.5%
  National Wireless, Holdings Inc.*..........       8,100       125,550
  On Assignment, Inc.*.......................       5,000       190,000
</TABLE>
 
                                                NUMBER
                                               OF SHARES    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
OTHER COMMERCIAL/ INDUSTRIAL SERVICES
  (CONTINUED)
  PMT Services, Inc.*........................      10,400  $    249,600
  Right Management Consultants, Inc.*........         800        23,600
  Techforce Corp.*...........................      10,400       109,200
  Youth Services International, Inc.*........       7,600       193,800
                                                           ------------
                                                                891,750
                                                           ------------
OTHER CONSUMER SERVICES -- 1.2%
  Amre, Inc.*................................      11,200       208,600
  TRM Copy Centers Corp.*....................       8,500        93,500
                                                           ------------
                                                                302,100
                                                           ------------
OTHER FINANCIAL SERVICES -- 0.5%
  Dignity Partners, Inc.*....................      10,700       125,725
                                                           ------------
OTHER HEALTH TECHNOLOGY/SERVICES -- 3.0%
  Horizon Mental Health Management, Inc.*....       9,600       202,800
  National Dentex Corp.*.....................       5,400       118,125
  Transcend Services, Inc.*..................      22,800       205,200
  Veterinary Centers of America, Inc.*.......       8,500       229,500
                                                           ------------
                                                                755,625
                                                           ------------
OTHER PRODUCERS/MANUFACTURING -- 0.4%
  Schnitzer Steel Industries, Inc. Class A...         300         7,838
  Vista 2000, Inc.*..........................       8,200        82,000
                                                           ------------
                                                                 89,838
                                                           ------------
OTHER RETAIL TRADE -- 0.6%
  Motorcar Parts.............................      10,200       160,650
                                                           ------------
OTHER TECHNOLOGY -- 1.5%
  Computer Products, Inc.*...................      15,700       211,950
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
61
<PAGE>
- -------------------------------------------------------------------
 
                                                NUMBER
                                               OF SHARES    VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                            <C>         <C>
OTHER TECHNOLOGY (CONTINUED)
  Renaissance Solutions, Inc.*...............       5,500  $    159,500
                                                           ------------
                                                                371,450
                                                           ------------
PRINTING/FORMS -- 0.6%
  Norwood Promotional Products*..............       7,800       161,850
                                                           ------------
REAL ESTATE BROKERS/SERVICES -- 0.9%
  Redwood Trust, Inc.........................      10,700       219,350
                                                           ------------
RECREATIONAL PRODUCTS -- 0.9%
  Galoob Lewis Toys, Inc.*...................      11,200       226,800
                                                           ------------
RENTAL/LEASING COMPANIES -- 0.4%
  Rent Way, Inc.*............................      11,000       111,375
                                                           ------------
RESTAURANTS -- 4.4%
  Cooker Restaurant Corp.....................      12,700       177,800
  Longhorn Steaks, Inc.*.....................       9,000       207,000
  Manhattan Bagel, Inc.*.....................       7,300       169,725
  Quality Dining, Inc.*......................       6,100       179,950
  Rainforest Cafe, Inc.*.....................       8,300       261,450
  Schlotzsky's, Inc.*........................      10,500       107,625
                                                           ------------
                                                              1,103,550
                                                           ------------
SAVINGS & LOAN ASSOCIATIONS -- 0.5%
  Norwich Financial Corp.....................       8,400       116,550
                                                           ------------
SEMICONDUCTORS/ELECTRONIC COMPONENTS -- 1.5%
  Emerson Radio Corp.*.......................      23,100        59,194
  NU Horizons Electronics Corp.*.............      13,200       179,850
  Radisys Corp.*.............................       8,500       136,000
                                                           ------------
                                                                375,044
                                                           ------------
SOAPS/COSMETICS -- 0.5%
  Parlux Fragrances, Inc.*...................      10,000       123,750
                                                           ------------
</TABLE>
 
                                                NUMBER
                                               OF SHARES    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
SOFTWARE -- 11.5%
  Applied Microsystem Corp.*.................      12,300  $    115,313
  Bachman Information Systems*...............      11,200        93,800
  Ciber, Inc.*...............................       4,100       134,275
  Cimatron LTD.*.............................      10,000        72,500
  Datastream Systems, Inc.*..................       7,300       158,775
  Engineering Animation, Inc.*...............       5,500       114,813
  GSE Systems, Inc.*.........................       5,500        79,063
  Health Systems Design Corp.*...............       8,300       114,125
  IKOS Systems, Inc.*........................      12,700       212,725
  Inference Corp. Class A*...................       7,800       144,300
  MDL Information Systems, Inc.*.............      11,200       235,900
  Mecon, Inc.*...............................       6,600       130,350
  Meridian Data, Inc.*.......................       7,900        81,963
  Meta-Software, Inc.*.......................       9,400       157,450
  Micrografx, Inc.*..........................      10,600       137,800
  Perceptron, Inc.*..........................       5,000       129,375
  TRO Learning, Inc.*........................      10,600       144,425
  Unison Software, Inc.*.....................       4,700       108,100
  Veritas Software Co.*......................       5,900       191,013
  Viasoft, Inc.*.............................       5,800       163,125
  Wind River Systems, Inc.*..................       5,700       175,275
                                                           ------------
                                                              2,894,465
                                                           ------------
SPECIALTY CHAINS -- 4.5%
  Finish Line, Inc., Class A*................      11,100       188,700
  Garden Ridge Corp.*........................      17,800       814,350
  West Marine, Inc.*.........................       3,100       144,150
                                                           ------------
                                                              1,147,200
                                                           ------------
SPECIALTY INSURERS -- 0.2%
  First Commonwealth*........................       2,200        56,650
                                                           ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             62
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
MINI CAP
GROWTH FUND                                     NUMBER
                                               OF SHARES    VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ----------------------------------------------
<TABLE>
<S>                                            <C>         <C>
TELECOMMUNICATIONS EQUIPMENT -- 4.2%
  California Amplifier, Inc.*................       8,200  $    219,350
  Davox Corp.*...............................       8,800       156,200
  Microwave Power Devices, Inc.*.............       1,200         9,900
  Performance Technologies, Inc.*............      11,000       127,875
  Proxim, Inc.*..............................      10,800       271,350
  Remec, Inc.*...............................      10,500       131,250
  Teledata Communications LTD*...............      13,800       146,625
                                                           ------------
                                                              1,062,550
                                                           ------------
TELEPHONE -- 0.9%
  Pricellular Corp. Class A*.................       9,750       130,406
  USCI, Inc.*................................       8,900        84,550
                                                           ------------
                                                                214,956
                                                           ------------
TRUCKING -- 0.3%
  Knight Transportation Inc.*................       5,600        84,000
                                                           ------------
WHOLESALE DISTRIBUTION -- 2.5%
  Anicom, Inc.*..............................      10,500       141,750
  Central Garden & Pet Co.*..................      14,300       135,850
</TABLE>
 
                                                NUMBER
                                               OF SHARES    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
WHOLESALE DISTRIBUTION (CONTINUED)
  Daisytek International Corp.*..............       5,400  $    178,200
  Nuco2, Inc.*...............................       9,500       165,063
                                                           ------------
                                                                620,863
                                                           ------------
TOTAL COMMON STOCKS
  (Cost $20,942,902).....................................  $ 24,103,153
                                                           ------------
<CAPTION>
 
                                               PRINCIPAL
                                                 AMOUNT
<S>                                            <C>         <C>
- -----------------------------------------------------------------------
COMMERCIAL PAPER -- 3.1%
- -----------------------------------------------------------------------
  Associates Corporation of America 5.43%,
    04/01/96 (Cost $771,767).................  $  772,000       771,767
TOTAL INVESTMENTS -- 98.5%
  (Cost $21,714,669).....................................  $ 24,874,920
OTHER ASSETS IN EXCESS OF LIABILITIES -- 1.5%............       389,049
                                                           ------------
NET ASSETS -- 100.0%.....................................  $ 25,263,969
                                                           ------------
<FN>
- ------------
* Non-income producing security.
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
63
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF ASSETS AND LIABILITIES FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
AS OF MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                 MINI CAP      EMERGING         CORE         INCOME &       BALANCED
                                                  GROWTH        GROWTH         GROWTH         GROWTH         GROWTH
                                                   FUND          FUND           FUND           FUND           FUND
<S>                                            <C>           <C>            <C>            <C>            <C>
                                               -----------------------------------------------------------------------
ASSETS
  Investments, at value*                       $ 24,874,920  $ 589,916,573  $ 424,821,797  $ 111,582,468  $ 23,374,270
  Cash.......................................           822          6,624        104,687      1,068,976         1,215
  Receivable for investment securities
    sold.....................................       121,190      8,892,675      6,485,822      1,054,430       232,027
  Receivable for interests sold..............         5,416      1,781,237      1,065,892        435,420       105,206
  Dividends receivable.......................       591,227         79,939         63,712        111,346         3,164
  Interest receivable........................           233          4,265          8,701        799,241       177,304
  Deferred organization costs................            --         22,962         31,883         15,812        11,280
  Other assets...............................           143          8,958          2,990            730            48
                                               -----------------------------------------------------------------------
      Total assets...........................    25,593,951    600,713,233    432,585,484    115,068,423    23,904,514
                                               -----------------------------------------------------------------------
LIABILITIES
  Payable for investment securities
    purchased................................       284,115      4,605,614     11,360,399      3,052,126            --
  Payable for interests repurchased..........         4,112     11,374,104        303,649        131,446        30,270
  Due to advisor.............................            --             --             --            192            --
  Accrued expenses...........................        41,755        647,133        378,833        126,723        29,693
                                               -----------------------------------------------------------------------
      Total liabilities......................       329,982     16,626,851     12,042,881      3,310,487        59,963
                                               -----------------------------------------------------------------------
NET ASSETS...................................  $ 25,263,969  $ 584,086,382  $ 420,542,603  $ 111,757,936  $ 23,844,551
                                               -----------------------------------------------------------------------
COMPOSITION OF NET ASSETS
Paid-in capital..............................  $ 22,232,904  $ 405,315,616  $ 313,544,763  $  82,905,884  $ 18,981,131
Accumulated net investment income
  (deficit)..................................       (73,292)    (6,202,213)      (683,173)    11,637,836     1,409,039
Accumulated net realized gain (loss).........       (55,894)    24,342,802     18,927,339      2,949,024       709,785
Net unrealized appreciation of investments...     3,160,251    160,630,177     88,753,674     14,265,192     2,744,596
                                               -----------------------------------------------------------------------
      Net assets.............................  $ 25,263,969  $ 584,086,382  $ 420,542,603  $ 111,757,936  $ 23,844,551
                                               -----------------------------------------------------------------------
- -------------
*Investments, at cost                          $ 21,714,669  $ 429,286,396  $ 336,068,123  $  97,317,276  $ 20,629,674
                                               -----------------------------------------------------------------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              64
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF OPERATIONS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
FOR THE YEAR ENDED MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                   MINI CAP      EMERGING         CORE         INCOME &     BALANCED
                                                    GROWTH        GROWTH         GROWTH         GROWTH       GROWTH
                                                     FUND*         FUND           FUND           FUND         FUND
<S>                                               <C>          <C>            <C>            <C>           <C>
                                                  --------------------------------------------------------------------
INVESTMENT INCOME:
  Income:
    Dividends...................................  $    13,951  $   1,179,992  $   1,114,996  $  1,152,827  $   112,176
    Interest....................................       30,882      1,620,601      1,157,351     3,989,027      741,327
                                                  --------------------------------------------------------------------
      Total income..............................       44,833      2,800,593      2,272,347     5,141,854      853,503
                                                  --------------------------------------------------------------------
  Expenses:
    Advisory fee................................       97,817      5,190,853      2,563,061       789,222      169,416
    Accounting fee..............................       17,500        172,731        138,472        76,569       75,000
    Administration fee..........................        2,638         35,001        118,532        36,632        7,859
    Audit & tax services........................        2,489        136,316         93,588        26,856        6,295
    Custodian fee...............................       28,682        151,066         64,667        31,624       27,384
    Insurance...................................          178          9,983          9,416         2,796          681
    Legal fee...................................          118          8,636          8,990         2,913          617
    Miscellaneous...............................        3,289         24,391          3,943        10,451        7,746
    Organization costs..........................           --          8,539         15,585         7,730        5,516
    Trustees' fee...............................        6,137          8,450          8,450         8,450        8,450
                                                  --------------------------------------------------------------------
      Total expenses............................      158,848      5,745,966      3,024,704       993,243      308,964
      Less: Reimbursement to (from) advisor.....      (40,723)            --             --         6,439      (94,370)
                                                  --------------------------------------------------------------------
      Net expenses..............................      118,125      5,745,966      3,024,704       999,682      214,594
                                                  --------------------------------------------------------------------
        Net investment income (deficit).........      (73,292)    (2,945,373)      (752,357)    4,142,172      638,909
                                                  --------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) from security
    transactions................................      (55,894)    78,797,996     50,587,998    10,319,301    2,837,068
  Change in net unrealized appreciation of
    investments.................................    3,160,251     91,635,716     52,583,826    10,732,341      742,010
                                                  --------------------------------------------------------------------
      Net gain on investments...................    3,104,357    170,433,712    103,171,824    21,051,642    3,579,078
                                                  --------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS....................................  $ 3,031,065  $ 167,488,339  $ 102,419,467  $ 25,193,814  $ 4,217,987
                                                  --------------------------------------------------------------------
</TABLE>
 
- -------------
*Commenced operations on July 12, 1995.
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
65
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
<TABLE>
<CAPTION>
                                   MINI CAP
                                 GROWTH FUND          EMERGING GROWTH FUND
                                --------------   -------------------------------
                                FOR THE PERIOD      FOR THE          FOR THE
                                 ENDED MARCH       YEAR ENDED       YEAR ENDED
                                  31, 1996*      MARCH 31, 1996   MARCH 31, 1995
<S>                             <C>              <C>              <C>
                                ------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS
  OPERATIONS:
    Net investment income
      (deficit)...............   $   (73,292)     $  (2,945,373)   $  (2,224,592)
    Net realized gain (loss)
      from security
      transactions............       (55,894)        78,797,996      (48,388,925)
    Change in net unrealized
      appreciation of
      investments.............     3,160,251         91,635,716       88,372,950
                                ------------------------------------------------
      Net increase (decrease)
        in net assets from
        operations............     3,031,065        167,488,339       37,759,433
                                ------------------------------------------------
  TRANSACTIONS IN INTERESTS:
    Contributions by
      partners................    22,441,390        107,044,506       77,212,401
    Withdrawals by partners...      (208,486)      (161,495,614)     (57,696,150)
                                ------------------------------------------------
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............    22,232,904        (54,451,108)      19,516,251
                                ------------------------------------------------
      Total increase
        (decrease) in net
        assets................    25,263,969        113,037,231       57,275,684
NET ASSETS:
  BEGINNING OF PERIOD.........            --        471,049,151      413,773,467
                                ------------------------------------------------
  END OF PERIOD...............   $25,263,969      $ 584,086,382    $ 471,049,151
                                ------------------------------------------------
</TABLE>
 
- -------------
* COMMENCED OPERATIONS ON JULY 12, 1995.
 
- --------------------------------------------------------------------------------
 
                                                                             66
<PAGE>
                ----------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                       CORE GROWTH FUND                INCOME & GROWTH FUND              BALANCED GROWTH FUND
                                -------------------------------   -------------------------------   -------------------------------
                                   FOR THE          FOR THE          FOR THE          FOR THE          FOR THE          FOR THE
                                  YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED
                                MARCH 31, 1996   MARCH 31, 1995   MARCH 31, 1996   MARCH 31, 1995   MARCH 31, 1996   MARCH 31, 1995
<S>                             <C>              <C>              <C>              <C>              <C>              <C>
                                ---------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS
  OPERATIONS:
    Net investment income
      (deficit)...............   $    (752,357)   $     136,431    $   4,142,172    $   5,103,250    $     638,909    $     477,083
    Net realized gain (loss)
      from security
      transactions............      50,587,998      (27,617,865)      10,319,301      (13,408,682)       2,837,068       (1,500,269)
    Change in net unrealized
      appreciation of
      investments.............      52,583,826       36,375,233       10,732,341        5,539,419          742,010        1,850,658
                                ---------------------------------------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        operations............     102,419,467        8,893,799       25,193,814       (2,766,013)       4,217,987          827,472
                                ---------------------------------------------------------------------------------------------------
  TRANSACTIONS IN INTERESTS:
    Contributions by
      partners................     113,757,799       76,785,761       15,608,507       32,875,977        4,914,004        4,819,959
    Withdrawals by partners...     (79,489,585)     (91,624,360)     (35,130,807)     (42,582,471)      (7,102,941)      (6,527,607)
                                ---------------------------------------------------------------------------------------------------
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............      34,268,214      (14,838,599)     (19,522,300)      (9,706,494)      (2,188,937)      (1,707,648)
                                ---------------------------------------------------------------------------------------------------
      Total increase
        (decrease) in net
        assets................     136,687,681       (5,944,800)       5,671,514      (12,472,507)       2,029,050         (880,176)
NET ASSETS:
  BEGINNING OF PERIOD.........     283,854,922      289,799,722      106,086,422      118,558,929       21,815,501       22,695,677
                                ---------------------------------------------------------------------------------------------------
  END OF PERIOD...............   $ 420,542,603    $ 283,854,922    $ 111,757,936    $ 106,086,422    $  23,844,551    $  21,815,501
                                ---------------------------------------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
67
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS
- -------------------------------------------------------------------
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION
 
  Nicholas-Applegate Investment Trust (the "Master Trust"), a diversified,
open-end management investment company organized as a Delaware business trust,
is comprised of twelve investment vehicles (each a "Fund" and collectively the
"Funds") as of March 31, 1996. Each Fund has up to five Portfolios which have
invested in the respective series of the Master Trust to achieve their
investment objective.
 
  The investment objectives of the Funds are as follows:
 
  Mini Cap Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in equity securities of U.S. companies whose earnings and
stock prices are expected to grow faster than the average rate of companies in
the Standard & Poor's 500 Stock Price Index.
 
  Emerging Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in equity securities of U.S. companies with less than $500
million in market capitalization.
 
  Core Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in U.S. companies, generally over $500 million in total
stock market value.
 
  Income & Growth Fund seeks to maximize total return through investment
primarily in convertible and equity securities of U.S. companies.
 
  Balanced Growth Fund seeks to provide a balance of long-term capital
appreciation and current income by investing approximately 60% of its total
assets in equity and convertible securities of primarily U.S. companies and 40%
of its total assets in debt securities, money market instruments and other
short-term investments.
 
SECURITIES TRANSACTIONS
 
  Equity securities are valued at the last sale price (for exchange-listed
securities) or the mean between the last bid and asked price (if lacking any
sales and for over-the-counter securities). Debt securities generally are valued
at the mean between the last bid and asked prices. Securities with 60 days or
less remaining to maturity are valued on an amortized cost basis which
approximates market value.
 
  Securities for which market quotations are not readily available are valued at
fair value determined in good faith by or under the direction of the Master
Trust's Board of Trustees.
 
  Securities transactions are recognized on the trade date. Realized gains and
losses from securities transactions are calculated using the first-in, first-out
method. Dividend income is recognized on the ex-dividend date, and interest
income is recorded on the accrual basis. Discounts and premiums on securities
purchased are amortized over the life of the respective securities.
 
FEDERAL INCOME TAXES
 
  The Funds are treated as partnerships for federal income tax purposes. Any
interest, dividends and gains or losses of a Fund will be deemed to have been
"passed through" to the Portfolios.
 
DEFERRED ORGANIZATION COSTS
 
  Organization costs incurred by the Master Trust have been allocated to the
various Funds based upon management's best estimate of the costs applicable to
each Fund. These costs have been deferred and will be amortized over a period of
60 months from the date the Funds commenced operations.
 
USE OF ESTIMATES
 
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and
 
- --------------------------------------------------------------------------------
 
                                                                             68
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
 
B. TRANSACTIONS WITH AFFILIATES
 
ADVISORY AGREEMENTS
 
  The investment adviser to the Master Trust is Nicholas-Applegate Capital
Management ("Nicholas-Applegate"). The advisory fee is computed daily for the
Funds based upon the following percentages of each Fund's average daily net
assets:
 
<TABLE>
<CAPTION>
                              FIRST $500    NEXT $500    EXCESS OF
                                MILLION      MILLION    $1 BILLION
                              -----------  -----------  -----------
<S>                           <C>          <C>          <C>
Mini Cap Growth Fund........       1.25%        1.25%        1.25%
Emerging Growth.............       1.00%        1.00%        1.00%
Core Growth Fund............        .75%        .675%         .65%
Income & Growth Fund........        .75%        .675%         .65%
Balanced Growth Fund........        .75%        .675%         .65%
</TABLE>
 
EXPENSE LIMITATIONS
 
  Nicholas-Applegate and the Master Trust have undertaken to limit the Funds'
expenses to certain annual levels through March 31, 1997. In subsequent years,
overall operating expenses for each Fund will not fall below the percentage
limitation until the Investment Adviser has been fully reimbursed for fees
foregone or expenses paid by the Investment Adviser under this agreement, as
each Fund will reimburse the Investment Advisor in subsequent years when
operating expenses (before reimbursement) are less than the applicable
percentage limitation.
 
  The cumulative unreimbursed amounts paid by Nicholas-Applegate on behalf of
the Funds, during the period from inception (respectively) to March 31, 1996,
are as follows:
 
<TABLE>
<S>                                    <C>
Mini Cap Growth Fund.................  $  40,723
Income & Growth Fund.................     37,500
Balanced Growth Fund.................    244,871
</TABLE>
 
C. INVESTMENT TRANSACTIONS
 
  The aggregate purchases and sales of investment securities, other than
short-term obligations, for the fiscal year ended March 31, 1996, were as
follows (in 000's):
 
<TABLE>
<CAPTION>
                                   PURCHASES      SALES
                                  -----------  -----------
<S>                               <C>          <C>
Mini Cap Growth Fund............  $    32,553  $    11,554
Emerging Growth Fund............      641,224      681,706
Core Growth Fund................      396,795      369,702
Income & Growth Fund............      147,316      166,406
Balanced Growth Fund............       42,668       41,675
</TABLE>
 
  At March 31, 1996, the net unrealized appreciation (depreciation) based on the
cost of investments for Federal income tax purposes was as follows (in 000's):
 
<TABLE>
<CAPTION>
                  TAX         GROSS         GROSS          NET
                COST OF    UNREALIZED    UNREALIZED    UNREALIZED
              INVESTMENTS  APPRECIATION DEPRECIATION   APPRECIATION
              -----------  -----------  -------------  -----------
<S>           <C>          <C>          <C>            <C>
Mini Cap
  Growth
  Fund......   $  21,718    $   3,507     $     374     $   3,133
Emerging
  Growth
  Fund......     429,278      170,460         9,901       160,559
Core Growth
  Fund......     336,068       92,929         4,175        88,754
Income &
  Growth
  Fund......      97,318       14,508           244        14,264
Balanced
  Growth
  Fund......      20,630        3,296           552         2,744
</TABLE>
 
- --------------------------------------------------------------------------------
 
69
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
D. SELECTED RATIO DATA
<TABLE>
<CAPTION>
                                                                          RATIO OF NET         RATIO OF NET
                                 RATIO OF EXPENSES  RATIO OF EXPENSES   INVESTMENT INCOME    INVESTMENT INCOME
                                  TO AVERAGE NET     TO AVERAGE NET       (DEFICIT) TO         (DEFICIT) TO
                                   ASSETS, AFTER     ASSETS, BEFORE    AVERAGE NET ASSETS,  AVERAGE NET ASSETS,
                                      EXPENSE            EXPENSE          AFTER EXPENSE       BEFORE EXPENSE      PORTFOLIO
                                  REIMBURSEMENTS     REIMBURSEMENTS      REIMBURSEMENTS       REIMBURSEMENTS      TURNOVER
                                   (RECOUPMENT)       (RECOUPMENT)        (RECOUPMENT)         (RECOUPMENT)         RATE
<S>                              <C>                <C>                <C>                  <C>                  <C>
- ----------------------------------------------------------------------------------------------------------------------------
MINI CAP GROWTH*
  For the period ended
    03/31/96+..................          1.50%              2.02%              (0.93%)              (1.44%)         106.99%
EMERGING GROWTH*
  For the year ended
    03/31/96...................          1.11%              1.11%              (0.57%)              (0.57%)         129.59%
  For the year ended
    03/31/95...................          1.12%              1.11%              (0.53%)              (0.52%)         100.46%
  For the period ended
    03/31/94+..................          1.12%              1.16%              (0.80%)              (0.84%)          50.51%
CORE GROWTH*
  For the year ended
    03/31/96...................          0.89%              0.89%              (0.22%)              (0.22%)         114.48%
  For the year ended
    03/31/95...................          0.89%              0.89%               0.05%                0.05%           98.09%
  For the period ended
    03/31/94+..................          0.92%              0.92%              (0.03%)              (0.03%)          84.84%
INCOME & GROWTH*
  For the year ended
    03/31/96...................          0.95%              0.94%               3.94%                3.94%          144.97%
  For the year ended
    03/31/95...................          0.93%              0.95%               4.37%                4.35%          125.51%
  For the period ended
    03/31/94+..................          0.94%              0.97%               3.51%                3.48%          177.52%
BALANCED GROWTH*
  For the year ended
    03/31/96...................          0.95%              1.37%               2.83%                2.37%          197.19%
  For the year ended
    03/31/95...................          0.95%              1.33%               2.13%                1.75%          110.40%
  For the period ended
    03/31/94+..................          0.94%              1.37%               1.93%                1.50%           85.43%
 
<CAPTION>
 
                                    BROKER
                                  COMMISSIONS
                                   PER SHARE
<S>                              <C>
- -------------------------------
MINI CAP GROWTH*
  For the period ended
    03/31/96+..................    $  0.0529
EMERGING GROWTH*
  For the year ended
    03/31/96...................    $  0.0523
  For the year ended
    03/31/95...................           --
  For the period ended
    03/31/94+..................           --
CORE GROWTH*
  For the year ended
    03/31/96...................    $  0.0593
  For the year ended
    03/31/95...................           --
  For the period ended
    03/31/94+..................           --
INCOME & GROWTH*
  For the year ended
    03/31/96...................    $  0.0597
  For the year ended
    03/31/95...................           --
  For the period ended
    03/31/94+..................           --
BALANCED GROWTH*
  For the year ended
    03/31/96...................    $  0.0594
  For the year ended
    03/31/95...................           --
  For the period ended
    03/31/94+..................           --
</TABLE>
 
- ------------
+Annualized
 
*All Funds commenced operations on April 19, 1993, except Emerging Growth Fund
 and Mini Cap Growth Fund which commenced operations on October 1, 1993 and July
 12, 1995, respectively.
 
- --------------------------------------------------------------------------------
 
                                                                             70
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------
ERNST & YOUNG LLP
515 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071
PHONE: 213 977 3200
 
To the Shareholders and Board of Trustees of
Nicholas-Applegate Mutual Funds
 
We have audited the accompanying statements of assets and liabilities of the
following portfolios of Nicholas-Applegate Mutual Funds: Mini Cap Growth
Institutional Portfolio, Emerging Growth Institutional Portfolio, Core Growth
Institutional Portfolio, Income & Growth Institutional Portfolio, and Balanced
Growth Institutional Portfolio (hereinafter the "Portfolios"), as of March 31,
1996, and the related statements of operations and changes in net assets and the
financial highlights for the fiscal year then ended. These financial statements
and financial highlights are the responsibility of the Portfolios' management.
Our responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The statements of changes in net
assets and the financial highlights of the Portfolios except Mini Cap Growth
Institutional Portfolio for the fiscal year ended March 31, 1995 and the
financial highlights for the fiscal year ended March 31, 1994 were audited by
other auditors whose report dated May 12, 1995 expressed an unqualified opinion
on those financial statements and financial highlights.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, the 1996 financial statements and financial highlights referred
to above present fairly, in all material respects, the financial positions of
the Portfolios as of March 31, 1996, and the results of their operations,
changes in their net assets and the financial highlights for the fiscal year
then ended, in conformity with generally accepted accounting principles.
 
/s/ Ernst & Young LLP
 
May 10, 1996
 
- --------------------------------------------------------------------------------
 
71
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------
ERNST & YOUNG LLP
515 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071
PHONE: 213 977 3200
 
To the Shareholders and Board of Trustees of
Nicholas-Applegate Investment Trust
 
We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of the following series of Nicholas-Applegate
Investment Trust: Mini Cap Growth Fund, Emerging Growth Fund, Core Growth Fund,
Income & Growth Fund, and Balanced Growth Fund (hereinafter the "Funds"), as of
March 31, 1996, and the related statements of operations and changes in net
assets for the fiscal year then ended. These financial statements are the
responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements based on our audits. The statements of
changes in net assets of the Funds for the fiscal year ended March 31, 1995
except Mini Cap Growth Fund were audited by other auditors whose report dated
May 12, 1995 expressed an unqualified opinion on those financial statements.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of March 31, 1996, by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, the 1996 financial statements referred to above present fairly,
in all material respects, the financial positions of the Funds as of March 31,
1996, and the results of their operations and changes in their net assets for
the fiscal year then ended, in conformity with generally accepted accounting
principles.
 
/s/ Ernst & Young LLP
 
May 10, 1996
 
- --------------------------------------------------------------------------------
 
                                                                            72
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
GOVERNMENT
INCOME FUND                                   PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
U.S. TREASURY OBLIGATIONS -- 65.6%
- ----------------------------------------------
 
<TABLE>
<S>                                            <C>        <C>
U.S. TREASURY NOTES
  6.250%, 08/31/00...........................  $1,100,000 $1,105,390
  7.500%, 11/15/01...........................  1,100,000   1,167,969
  7.500%, 05/15/02...........................    620,000     660,480
                                                          ----------
TOTAL U.S. TREASURY OBLIGATIONS
  (Cost $3,011,192).....................................   2,933,839
                                                          ----------
- --------------------------------------------------------------------
CORPORATE BONDS -- 16.7%
- --------------------------------------------------------------------
CIGNA CORPORATION -- 7.5%
    7.650%, 03/01/23.........................    350,000     337,313
TELECOMMUNICATIONS -- 9.2%
    10.125%, 04/15/22........................    350,000     409,937
                                                          ----------
TOTAL CORPORATE BONDS
  (Cost $719,205).......................................     747,250
                                                          ----------
</TABLE>
 
                                              PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
 
<TABLE>
<S>                                            <C>        <C>
AGENCY OBLIGATIONS -- 11.0%
- --------------------------------------------------------------------
TENNESSEE VALLEY AUTHORITY
  6.375%, 06/15/05
  (Cost $518,200)............................  $ 500,000  $  493,750
                                                          ----------
- --------------------------------------------------------------------
COMMERCIAL PAPER -- 2.9%
- --------------------------------------------------------------------
ASSOCIATES CORPORATION OF AMERICA
  5.43%, 04/01/96
  (Cost $132,000)............................    132,000     132,000
                                                          ----------
- --------------------------------------------------------------------
REPURCHASE AGREEMENTS -- 2.2%
- --------------------------------------------------------------------
J.P. MORGAN & CO., INC.
  $100,000 at 5.35%,
  (Agreement dated 3/29/96; to be repurchased at
    $100,045 on 4/1/96; collateralized by $73,000 U.S.
    Treasury Note, 10.625% due 08/15/15)
  (Cost $100,000)............................    100,000     100,000
                                                          ----------
TOTAL INVESTMENTS -- 98.4%..............................
  (Cost $4,480,597)..........................             $4,406,839
OTHER ASSETS IN EXCESS OF LIABILITIES -- 1.60%..........
                                                              71,155
                                                          ----------
NET ASSETS -- 100.00%                                     $4,477,994
                                                          ----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
73
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF ASSETS AND LIABILITIES FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
AS OF MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                    EMERGING        CORE        INCOME &
                                                     GROWTH        GROWTH        GROWTH      BALANCED    GOVERNMENT
                                                      FUND          FUND          FUND      GROWTH FUND  INCOME FUND
<S>                                               <C>           <C>           <C>           <C>          <C>
                                                  ------------------------------------------------------------------
ASSETS
  Investments, at value*........................  $589,916,573  $424,821,797  $111,582,468  $23,374,270   $4,406,839
  Cash..........................................         6,624       104,687     1,068,976        1,215         804
  Receivable for investment securities sold.....     8,892,675     6,485,822     1,054,430      232,027          --
  Receivable for interests sold.................     1,781,237     1,065,892       435,420      105,206      30,831
  Dividends receivable..........................        79,939        63,712       111,346        3,164          --
  Interest receivable...........................         4,265         8,701       799,241      177,304      82,891
  Due from advisor..............................            --            --            --           --      16,215
  Deferred organization costs...................        22,962        31,883        15,812       11,280      10,375
  Other assets..................................         8,958         2,990           730           48          --
                                                  ------------------------------------------------------------------
      Total assets..............................   600,713,233   432,585,484   115,068,423   23,904,514   4,547,955
                                                  ------------------------------------------------------------------
LIABILITIES
  Payable for investment securities purchased...     4,605,614    11,360,399     3,052,126           --          --
  Payable for interests repurchased.............    11,374,104       303,649       131,446       30,270      22,974
  Due to advisor................................            --            --           192           --      24,688
  Accrued expenses..............................       647,133       378,833       126,723       29,693      22,299
                                                  ------------------------------------------------------------------
      Total liabilities.........................    16,626,851    12,042,881     3,310,487       59,963      69,961
                                                  ------------------------------------------------------------------
NET ASSETS......................................  $584,086,382  $420,542,603  $111,757,936  $23,844,551  $4,477,994
                                                  ------------------------------------------------------------------
COMPOSITION OF NET ASSETS
  Paid in capital...............................  $405,315,616  $313,544,763  $ 82,905,884  $18,981,131  $3,797,724
  Accumulated net investment income (deficit)...    (6,202,213)     (683,173)   11,637,836    1,409,039     755,564
  Accumulated net realized gain (loss)..........    24,342,802    18,927,339     2,949,024      709,785      (1,536 )
  Net unrealized appreciation (depreciation) of
    investments.................................   160,630,177    88,753,674    14,265,192    2,744,596     (73,758 )
                                                  ------------------------------------------------------------------
      Net assets................................  $584,086,382  $420,542,603  $111,757,936  $23,844,551  $4,477,994
                                                  ------------------------------------------------------------------
* Investments, at cost                            $429,286,396  $336,068,123  $ 97,317,276  $20,629,674  $4,480,597
                                                  ------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                             74
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- CONTINUED
 
- --------------------------------------------------------------------------------
 
STATEMENTS OF OPERATIONS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
FOR THE YEAR ENDED MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                          EMERGING         CORE         INCOME &     BALANCED    GOVERNMENT
                                                           GROWTH         GROWTH         GROWTH       GROWTH       INCOME
                                                            FUND           FUND           FUND         FUND         FUND
<S>                                                     <C>            <C>            <C>           <C>          <C>
                                                        --------------------------------------------------------------------
INVESTMENT INCOME
  INCOME
    Dividends.........................................  $   1,179,992  $   1,114,996  $  1,152,827  $   112,176   $      --
    Interest..........................................      1,620,601      1,157,351     3,989,027      741,327     321,658
                                                        --------------------------------------------------------------------
      Total income....................................      2,800,593      2,272,347     5,141,854      853,503     321,658
                                                        --------------------------------------------------------------------
  EXPENSES
    Advisory fee......................................      5,190,853      2,563,061       789,222      169,416      20,408
    Accounting fee....................................        172,731        138,472        76,569       75,000      75,000
    Administration fee................................         35,001        118,532        36,632        7,859       1,663
    Audit & tax services..............................        136,316         93,588        26,856        6,295       1,207
    Custodian fee.....................................        151,066         64,667        31,624       27,384      15,220
    Insurance.........................................          9,983          9,416         2,796          681         158
    Legal fee.........................................          8,636          8,990         2,913          617         135
    Miscellaneous.....................................         24,391          3,943        10,451        7,746       3,773
    Organization costs................................          8,539         15,585         7,730        5,516       5,073
    Trustees' fee.....................................          8,450          8,450         8,450        8,450       8,451
                                                        --------------------------------------------------------------------
      Total expenses..................................      5,745,966      3,024,704       993,243      308,964     131,088
    Less: Reimbursement to (from) advisor.............             --             --         6,439      (94,370)   (101,143 )
                                                        --------------------------------------------------------------------
      Net expenses....................................      5,745,966      3,024,704       999,682      214,594      29,945
                                                        --------------------------------------------------------------------
        Net investment income (deficit)...............     (2,945,373)      (752,357)    4,142,172      638,909     291,713
                                                        --------------------------------------------------------------------
NET REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain from security transactions........     78,797,996     50,587,998    10,319,301    2,837,068     363,388
  Change in net unrealized appreciation (depreciation)
    of investments....................................     91,635,716     52,583,826    10,732,341      742,010    (175,424 )
                                                        --------------------------------------------------------------------
    Net gain on investments...........................    170,433,712    103,171,824    21,051,642    3,579,078     187,964
                                                        --------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS..........................................  $ 167,488,339  $ 102,419,467  $ 25,193,814  $ 4,217,987  $  479,677
                                                        --------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
75
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
<TABLE>
<CAPTION>
                                      EMERGING GROWTH FUND                  CORE GROWTH FUND
                                ---------------------------------   ---------------------------------
                                    FOR THE           FOR THE           FOR THE           FOR THE
                                  YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
                                MARCH 31, 1996    MARCH 31, 1995    MARCH 31, 1996    MARCH 31, 1995
<S>                             <C>               <C>               <C>               <C>
                                ---------------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS
  OPERATIONS:
    Net investment income
      (deficit)...............  $    (2,945,373)  $    (2,224,592)  $      (752,357)  $       136,431
    Net realized gain (loss)
      from security
      transactions............       78,797,996       (48,388,925)       50,587,998       (27,617,865)
    Change in net unrealized
      appreciation
      (depreciation) of
      investments.............       91,635,716        88,372,950        52,583,826        36,375,233
                                ---------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        operations............      167,488,339        37,759,433       102,419,467         8,893,799
                                ---------------------------------------------------------------------
  TRANSACTIONS IN INTERESTS
    Contributions by
      partners................      107,044,506        77,212,401       113,757,799        76,785,761
    Withdrawals by partners...     (161,495,614)      (57,696,150)      (79,489,585)      (91,624,360)
                                ---------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............      (54,451,108)       19,516,251        34,268,214       (14,838,599)
                                ---------------------------------------------------------------------
      Total increase
        (decrease) in net
        assets................      113,037,231        57,275,684       136,687,681        (5,944,800)
NET ASSETS:
  BEGINNING OF PERIOD.........      471,049,151       413,773,467       283,854,922       289,799,722
                                ---------------------------------------------------------------------
  END OF PERIOD...............  $   584,086,382   $   471,049,151   $   420,542,603   $   283,854,922
                                ---------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                              76
<PAGE>
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                          GOVERNMENT
                                      INCOME & GROWTH FUND                BALANCED GROWTH FUND            INCOME FUND
                                ---------------------------------   ---------------------------------   ---------------
                                    FOR THE           FOR THE           FOR THE           FOR THE           FOR THE
                                  YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
                                MARCH 31, 1996    MARCH 31, 1995    MARCH 31, 1996    MARCH 31, 1995    MARCH 31, 1996
<S>                             <C>               <C>               <C>               <C>               <C>
                                ---------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS
  OPERATIONS:
    Net investment income
      (deficit)...............  $     4,142,172   $     5,103,250   $       638,909   $       477,083   $       291,713
    Net realized gain (loss)
      from security
      transactions............       10,319,301       (13,408,682)        2,837,068        (1,500,269)          363,388
    Change in net unrealized
      appreciation
      (depreciation) of
      investments.............       10,732,341         5,539,419           742,010         1,850,658          (175,424)
                                ---------------------------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        operations............       25,193,814        (2,766,013)        4,217,987           827,472           479,677
                                ---------------------------------------------------------------------------------------
  TRANSACTIONS IN INTERESTS
    Contributions by
      partners................       15,608,507        32,875,977         4,914,004         4,819,959         3,577,045
    Withdrawals by partners...      (35,130,807)      (42,582,471)       (7,102,941)       (6,527,607)       (4,912,231)
                                ---------------------------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............      (19,522,300)       (9,706,494)       (2,188,937)       (1,707,648)       (1,335,186)
                                ---------------------------------------------------------------------------------------
      Total increase
        (decrease) in net
        assets................        5,671,514       (12,472,507)        2,029,050          (880,176)         (855,509)
NET ASSETS:
  BEGINNING OF PERIOD.........      106,086,422       118,558,929        21,815,501        22,695,677         5,333,503
                                ---------------------------------------------------------------------------------------
  END OF PERIOD...............  $   111,757,936   $   106,086,422   $    23,844,551   $    21,815,501   $     4,477,994
                                ---------------------------------------------------------------------------------------
 
<CAPTION>
 
                                    FOR THE
                                  YEAR ENDED
                                MARCH 31, 1995
<S>                             <C>
 
INCREASE (DECREASE) IN NET
  ASSETS
  OPERATIONS:
    Net investment income
      (deficit)...............  $       365,015
    Net realized gain (loss)
      from security
      transactions............         (447,930)
    Change in net unrealized
      appreciation
      (depreciation) of
      investments.............          305,693
 
      Net increase (decrease)
        in net assets from
        operations............          222,778
 
  TRANSACTIONS IN INTERESTS
    Contributions by
      partners................       10,057,391
    Withdrawals by partners...      (13,048,663)
 
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............       (2,991,272)
 
      Total increase
        (decrease) in net
        assets................       (2,768,494)
NET ASSETS:
  BEGINNING OF PERIOD.........        8,101,997
 
  END OF PERIOD...............  $     5,333,503
 
</TABLE>
 
- --------------------------------------------------------------------------------
 
77
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS
- -------------------------------------------------------------------
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION
 
  Nicholas-Applegate Investment Trust (the "Master Trust"), a diversified,
open-end management investment company organized as a Delaware business trust,
is comprised of twelve investment vehicles (each a "Fund" and collectively the
"Funds") as of March 31, 1996. Each Fund has up to five Portfolios which have
invested in the respective series of the Master Trust to achieve their
investment objective.
 
  The investment objectives of the Funds are as follows:
 
  Emerging Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in equity securities of U.S. companies with less than $500
million in market capitalization.
 
  Core Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in U.S. companies, generally over $500 million in total
stock market value.
 
  Income & Growth Fund seeks to maximize total return through investment
primarily in convertible and equity securities of U.S. companies.
 
  Balanced Growth Fund seeks to provide a balance of long-term capital
appreciation and current income by investing approximately 60% of its total
assets in equity and convertible securities of primarily U.S. companies and 40%
of its total assets in debt securities, money market instruments and other
short-term investments.
 
  Government Income Fund seeks to maximize current income through investment
primarily in intermediate-term debt securities of the U.S. government and its
agencies and instrumentalities.
 
SECURITIES TRANSACTIONS
 
  Equity securities are valued at the last sale price (for exchange-listed
securities) or the mean between the last bid and asked price (if lacking any
sales and for over-the-counter securities). Debt securities generally are valued
at the mean between the last bid and asked prices. Securities with 60 days or
less remaining to maturity are valued on an amortized cost basis which
approximates market value.
 
  Securities for which market quotations are not readily available are valued at
fair value determined in good faith by or under the direction of the Master
Trust's Board of Trustees.
 
  Securities transactions are recognized on the trade date. Realized gains and
losses from securities transactions are calculated using the first-in, first-out
method. Dividend income is recognized on the ex-dividend date, and interest
income is recorded on the accrual basis. Discounts and premiums on securities
purchased are amortized over the life of the respective securities.
 
FEDERAL INCOME TAXES
 
  The Funds are treated as partnerships for federal income tax purposes. Any
interest, dividends and gains or losses of a Fund will be deemed to have been
"passed through" to the Portfolios.
 
DEFERRED ORGANIZATION COSTS
 
  Organization costs incurred by the Master Trust have been allocated to the
various Funds based upon management's best estimate of the costs applicable to
each Fund. These costs have been deferred and will be amortized over a period of
60 months from the date the Funds commenced operations.
 
USE OF ESTIMATES
 
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
- --------------------------------------------------------------------------------
 
                                                                              78
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
B. TRANSACTIONS WITH AFFILIATES
 
ADVISORY AGREEMENTS
 
  The investment adviser to the Master Trust is Nicholas-Applegate Capital
Management ("Nicholas-Applegate"). The advisory fee is computed daily for the
Funds based upon the following percentages of each Fund's average daily net
asset:
 
<TABLE>
<CAPTION>
                              FIRST $500    NEXT $500    EXCESS OF
                                MILLION      MILLION    $1 BILLION
                              -----------  -----------  -----------
<S>                           <C>          <C>          <C>
Emerging Growth Fund........       1.00%        1.00%        1.00%
Core Growth Fund............        .75%        .675%         .65%
Income & Growth Fund........        .75%        .675%         .65%
Balanced Growth Fund........        .75%        .675%         .65%
Government Income Fund......        .40%         .55%         .55%
</TABLE>
 
EXPENSE LIMITATIONS
 
  Nicholas-Applegate and the Master Trust have undertaken to limit the Funds'
expenses to certain annual levels through March 31, 1997. In subsequent years,
overall operating expenses for each Fund will not fall below the percentage
limitation until the Investment Adviser has been fully reimbursed for fees
foregone or expenses paid by the Investment Adviser under this agreement, as
each Fund will reimburse the Investment Adviser in subsequent years when
operating expenses (before reimbursement) are less than the applicable
percentage limitation.
 
  The cumulative unreimbursed amounts paid by Nicholas-Applegate on behalf of
the Funds, during the period from inception (respectively) to March 31, 1996 are
as follows:
 
<TABLE>
<S>                                   <C>
Income & Growth Fund................  $  37,500
Balanced Growth Fund................    244,871
Government Income Fund..............    255,677
</TABLE>
 
  Nicholas-Applegate advanced certain organization costs discussed in Note A. As
of March 31, 1996, Government Income Fund has $24,688 due to Nicholas-Applegate
for organizational costs advanced.
 
C. INVESTMENT TRANSACTIONS
 
  The aggregate purchases and sales of investment securities, other than
short-term obligations, for the fiscal year ended March 31, 1996, were as
follows (in 000's):
 
<TABLE>
<CAPTION>
                                   PURCHASES      SALES
                                  -----------  -----------
<S>                               <C>          <C>
Emerging Growth Fund............  $   641,224  $   681,706
Core Growth Fund................      396,795      369,702
Income & Growth Fund............      147,316      166,406
Balanced Growth Fund............       42,668       41,675
Government Income Fund..........        8,677        9,831
</TABLE>
 
  At March 31, 1996, the net unrealized appreciation (depreciation) based on the
cost of investments for Federal income tax purposes was as follows (in 000's):
 
<TABLE>
<CAPTION>
                    TAX          GROSS           GROSS       NET UNREALIZED
                  COST OF      UNREALIZED     UNREALIZED      APPRECIATION
                INVESTMENTS   APPRECIATION   DEPRECIATION    (DEPRECIATION)
                ------------  ------------  ---------------  --------------
<S>             <C>           <C>           <C>              <C>
Emerging
  Growth
  Fund........   $  429,278    $  170,460      $   9,901       $  160,559
Core Growth
  Fund........      336,068        92,929          4,175           88,754
Income &
  Growth
  Fund........       97,318        14,508            244           14,264
Balanced
  Growth
  Fund........       20,630         3,296            552            2,744
Government
  Income
  Fund........        4,481            38            112              (74)
</TABLE>
 
- --------------------------------------------------------------------------------
 
79
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
D. SELECTED RATIO DATA
 
<TABLE>
<CAPTION>
                                                                            RATIO OF NET     RATIO OF NET
                                                                            INVESTMENTS       INVESTMENT
                                            RATIO OF         RATIO OF          INCOME           INCOME
                                          EXPENSES TO      EXPENSES TO      (DEFICIT) TO     (DEFICIT) TO
                                          AVERAGE NET      AVERAGE NET      AVERAGE NET      AVERAGE NET
                                         ASSETS, AFTER    ASSETS, BEFORE   ASSETS, AFTER    ASSETS, BEFORE
                                            EXPENSE          EXPENSE          EXPENSE          EXPENSE       PORTFOLIO    BROKER
                                         REIMBURSEMENTS   REIMBURSEMENTS   REIMBURSEMENTS   REIMBURSEMENTS   TURNOVER   COMMISSIONS
                                          (RECOUPMENT)     (RECOUPMENT)     (RECOUPMENT)     (RECOUPMENT)      RATE      PER SHARE
<S>                                      <C>              <C>              <C>              <C>              <C>        <C>
- -----------------------------------------------------------------------------------------------------------------------------------
EMERGING GROWTH*
  For the year ended 03/31/96..........         1.11%            1.11%           (0.57)%          (0.57)%       129.59% $    0.0523
  For the year ended 03/31/95..........         1.12%            1.11%           (0.53)%          (0.52)%       100.46%         --
  For the period ended 03/31/94+.......         1.12%            1.16%           (0.80)%          (0.84)%        50.51%         --
CORE GROWTH*
  For the year ended 03/31/96..........         0.89%            0.89%           (0.22)%          (0.22)%       114.48% $    0.0593
  For the year ended 03/31/95..........         0.89%            0.89%            0.05%            0.05%         98.09%         --
  For the period ended 03/31/94+.......         0.92%            0.92%           (0.03)%          (0.03)%        84.84%         --
INCOME & GROWTH*
  For the year ended 03/31/96..........         0.95%            0.94%            3.94%            3.94%        144.97% $    0.0597
  For the year ended 03/31/95..........         0.93%            0.95%            4.37%            4.35%        125.51%         --
  For the period ended 03/31/94+.......         0.94%            0.97%            3.51%            3.48%        177.52%         --
BALANCED GROWTH*
  For the year ended 03/31/96..........         0.95%            1.37%            2.83%            2.37%        197.19% $    0.0594
  For the year ended 03/31/95..........         0.95%            1.33%            2.13%            1.75%        110.40%         --
  For the period ended 03/31/94+.......         0.94%            1.37%            1.93%            1.50%         85.43%         --
GOVERNMENT INCOME*
  For the year ended 03/31/96..........         0.60%            2.75%            6.12%            4.00%        190.47%         --
  For the year ended 03/31/95..........         0.80%            2.21%            5.32%            3.91%        258.72%         --
  For the period ended 03/31/94+.......         0.80%            2.80%            3.43%            1.43%        159.17%         --
</TABLE>
 
- ------------
*All Funds commenced operations on April 19, 1993, except Emerging Growth Fund
 which commenced operations on October 1, 1993.
 
+Annualized
 
- --------------------------------------------------------------------------------
 
                                                                              80
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------
 
                               [LOGO]
 
To the Shareholders and Board of Trustees of
Nicholas-Applegate Mutual Funds
 
We have audited the accompanying statements of assets and liabilities of the
following portfolios of Nicholas-Applegate Mutual Funds: Emerging Growth
Qualified Portfolio, Core Growth Qualified Portfolio, Income & Growth Qualified
Portfolio, Balanced Growth Qualified Portfolio, and Government Income Qualified
Portfolio (hereinafter the "Portfolios"), as of March 31, 1996, and the related
statements of operations and changes in net assets and the financial highlights
for the fiscal year then ended. These financial statements and financial
highlights are the responsibility of the Portfolios' management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The statement of changes in net assets
and the financial highlights of the Core Growth Qualified Portfolio for the
fiscal year ended March 31, 1995 were audited by other auditors whose report
dated May 12, 1995 expressed an unqualified opinion on such financial statement
and financial highlights.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, the 1996 financial statements and financial highlights referred
to above present fairly, in all material respects, the financial positions of
the Portfolios as of March 31, 1996, and the results of their operations,
changes in their net assets and the financial highlights for the fiscal year
then ended, in conformity with generally accepted accounting principles.
 
                                                             [SIG]
 
May 10, 1996
 
- --------------------------------------------------------------------------------
 
81
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------
 
                               [LOGO]
 
To the Shareholders and Board of Trustees of
Nicholas-Applegate Investment Trust
 
We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of the following series of Nicholas-Applegate
Investment Trust: Emerging Growth Fund, Core Growth Fund, Income & Growth Fund,
Balanced Growth Fund, and Government Income Fund (hereinafter the "Funds"), as
of March 31, 1996, and the related statements of operations and changes in net
assets for the fiscal year then ended. These financial statements are the
responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements based on our audits. The statements of
changes in net assets of the Funds for the fiscal year ended March 31, 1995 were
audited by other auditors whose report dated May 12, 1995 expressed an
unqualified opinion on those financial statements.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of March 31, 1996, by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, the 1996 financial statements referred to above present fairly,
in all material respects, the financial positions of the Funds as of March 31,
1996, and the results of their operations and changes in their net assets for
the fiscal year then ended, in conformity with generally accepted accounting
principles.
 
                                                             [SIG]
 
May 10, 1996
 
- --------------------------------------------------------------------------------
 
                                                                              82
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
FULLY DISCRETIONARY
FIXED INCOME FUND                            PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
U.S. TREASURY OBLIGATIONS -- 22.8%
- ----------------------------------------------
 
<TABLE>
<S>                                            <C>       <C>
U.S. TREASURY BONDS
  12.00%, 08/15/13...........................  $537,000  $  775,208
  10.63%, 08/15/15...........................   120,000     168,750
  7.63%, 02/15/25............................    60,000      66,028
                                                         ----------
TOTAL U.S. TREASURY OBLIGATIONS
  (Cost $1,038,915)....................................   1,009,986
                                                         ----------
- -------------------------------------------------------------------
AGENCY OBLIGATIONS -- 53.8%
- -------------------------------------------------------------------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -- 22.5%
  POOL 50700
    11.50%, 02/15/12.........................     9,366      10,611
  POOL 64054
    11.50%, 02/15/13.........................     8,410       9,527
  POOL 57459
    12.00%, 02/15/13.........................     3,459       3,995
  POOL 125096
    12.00%, 03/15/15.........................     2,331       2,693
  POOL 141741
    11.00%, 11/15/15.........................    16,512      18,576
  POOL 321741
    7.50%, 01/15/23..........................   405,599     406,309
  POOL 336173
    7.50%, 04/15/23..........................   394,459     395,149
  POOL 352025
    7.50%, 11/15/23..........................   153,248     152,912
                                                         ----------
                                                            999,772
                                                         ----------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 24.5%
  POOL 050341
    9.50%, 09/01/05..........................   209,264     221,362
  POOL 303481
    10.00%, 10/01/05.........................   193,655     206,242
  POOL 303758
    9.50%, 07/01/06..........................   190,916     201,953
  1993 116E
    6.50%, 07/25/22..........................   200,000     193,624
  1993 138K
    6.75%, 11/25/22..........................    80,000      76,825
  1993 183K
    6.50%, 07/25/23..........................   200,000     187,500
                                                         ----------
</TABLE>
 
                                             PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>       <C>
FEDERAL NATIONAL MORTGAGE ASSOCIATION (CONTINUED)
                                                         $1,087,506
                                                         ----------
FEDERAL HOME LOAN MORTGAGE ASSOCIATION -- 6.8%
  POOL 380032
    10.00%, 10/01/03.........................  $149,778     159,209
  POOL 200112
    9.50%, 11/01/05..........................   134,375     141,996
                                                         ----------
                                                            301,205
                                                         ----------
TOTAL AGENCY OBLIGATIONS
  (Cost $2,432,177)....................................   2,388,483
- -------------------------------------------------------------------
CORPORATE BONDS -- 12.4%
- -------------------------------------------------------------------
  AMRO BANK, N.Y.
    7.00%, 04/01/08..........................    45,000      44,865
  GTE FLORIDA, INC.
    7.25%, 10/15/25..........................   100,000      94,514
  US WEST COMMUNICATIONS
    6.88%, 09/15/33..........................   150,000     133,793
  PACIFIC BELL
    6.63%, 10/15/34..........................   155,000     135,977
  BELL SOUTH TELECOM
    7.00%, 12/01/45..........................   150,000     141,977
                                                         ----------
TOTAL CORPORATE BONDS
  (Cost $602,212)......................................     551,126
                                                         ----------
- -------------------------------------------------------------------
FOREIGN BOND -- 6.1%
- -------------------------------------------------------------------
  TREUHANDANSTALT
    6.25%, 03/04/04
    (Cost $276,922)........................DM   400,000     271,066
                                                         ----------
- -------------------------------------------------------------------
DISCOUNT NOTE -- 3.8%
- -------------------------------------------------------------------
FEDERAL FARM CREDIT BANK
    5.28%, 04/03/96
    (Cost $169,950)..........................   170,000     169,950
                                                         ----------
TOTAL INVESTMENTS -- 98.9%
  (Cost $4,520,176)....................................  $4,390,611
OTHER ASSETS IN EXCESS OF
  LIABILITIES -- 1.1%..................................      49,474
                                                         ----------
NET ASSETS -- 100.0%...................................  $4,440,085
                                                         ----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
83
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996
- ------------------------------------------------------------------------
 
SHORT-INTERMEDIATE
FIXED INCOME FUND                             PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
U. S. TREASURY OBLIGATIONS -- 28.7%
- ----------------------------------------------
 
<TABLE>
<S>                                            <C>         <C>
U.S. TREASURY NOTES
  5.125%, 11/30/98...........................  $1,000,000  $  980,780
  7.750%, 11/30/99...........................     365,000     385,301
                                                           ----------
TOTAL U. S. TREASURY NOTES
  (Cost $1,375,039)......................................   1,366,081
                                                           ----------
- ---------------------------------------------------------------------
AGENCY OBLIGATIONS -- 24.8%
- ---------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION -- 17.1%
  POOL 380032
    10.00%, 10/01/03.........................       9,041       9,610
  POOL 380062
    9.50%, 11/01/04..........................     303,724     320,951
  POOL 380078
    9.00%, 04/01/05..........................     171,658     179,696
  POOL 200112
    9.50%, 11/01/05..........................     192,626     203,551
  POOL G10453
    9.00%, 06/01/07..........................      97,705     102,896
                                                           ----------
                                                              816,704
                                                           ----------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 0.4%
  POOL 50155
    10.00%, 12/01/03.........................       8,338       8,849
  POOL 2454
    14.75%, 10/01/12.........................       8,098       9,652
                                                           ----------
                                                               18,501
                                                           ----------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -- 7.3%
  POOL 780328
    10.00%, 10/15/06.........................     194,275     209,331
  POOL 64054
    11.50%, 02/15/13.........................       8,410       9,527
  POOL 59779
    11.50%, 03/15/13.........................       3,396       3,847
  POOL 65569
    12.00%, 09/15/13.........................         726         838
  POOL 67134
    12.00%, 09/15/13.........................       1,819       2,101
</TABLE>
 
                                              PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (CONTINUED)
  POOL 780179
    12.00%, 10/15/15.........................  $   84,614  $   97,570
  POOL 141741
    11.00%, 11/15/15.........................      11,610      13,061
  POOL 200947
    9.50%, 12/15/17..........................       9,772      10,615
                                                           ----------
                                                              346,890
                                                           ----------
TOTAL AGENCY OBLIGATIONS
  (Cost $1,182,582)......................................   1,182,095
                                                           ----------
- ---------------------------------------------------------------------
CMO'S AND ASSET-BACKED SECURITIES -- 42.0%
- ---------------------------------------------------------------------
AUTOS -- 10.0%
  BANC ONE AUTO TRUST 1995-A
    6.650%, 05/15/97.........................     108,527     108,697
  PREMIER AUTO TRUST 1994-4
    6.200%, 10/02/97.........................     159,903     160,202
  DAIMLER-BENZ AUTO GRANTOR TRUST 1993-A
    3.900%, 10/15/98.........................       3,253       3,215
  CARCO AUTO LOAN MASTER TRUST 1994-2
    7.875%, 07/15/99.........................     200,000     204,874
                                                           ----------
                                                              476,988
                                                           ----------
BANKS -- 16.7%
  FIRST DEPOSIT MASTER TRUST 1993-1
    4.900%, 06/15/00.........................      50,000      49,968
  BANC ONE CREDIT CARD MASTER TRUST 1994-C
    7.800%, 12/15/00.........................     305,000     316,819
  STANDARD CREDIT CARD MASTER TRUST 1995-10
    5.900%, 02/07/01.........................     200,000     198,186
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             84
<PAGE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 -- CONTINUED
- --------------------------------------------------------------------------------
 
SHORT-INTERMEDIATE
FIXED INCOME FUND                             PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
CMO'S AND ASSET-BACKED SECURITIES (Continued)
- ----------------------------------------------
<TABLE>
<S>                                            <C>         <C>
BANKS (CONTINUED)
  SIGNET CREDIT CARD MASTER TRUST
    5.200%, 02/15/02.........................  $  235,000  $  229,931
                                                           ----------
                                                              794,904
                                                           ----------
FINANCE -- 6.8%
  DISCOVER CARD TRUST 1991-D
    8.000%, 10/16/00.........................     100,000     103,718
  AT&T UNIVERSAL CARD MASTER TRUST
    5.950%, 10/17/02.........................     225,000     221,272
                                                           ----------
                                                              324,990
                                                           ----------
RETAIL -- 8.5%
  SEARS CREDIT ACCOUNT TRUST 1991-D
    7.750%, 09/15/98.........................     200,000     201,874
</TABLE>
 
                                              PRINCIPAL
                                               AMOUNT       VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
RETAIL (CONTINUED)
  SEARS CREDIT ACCOUNT MASTER TRUST 1994-2
    7.250%, 07/16/01.........................  $  200,000  $  203,562
                                                           ----------
                                                              405,436
                                                           ----------
TOTAL CMO'S AND ASSET-BACKED SECURITIES
  (Cost $2,023,481)......................................   2,002,318
                                                           ----------
- ---------------------------------------------------------------------
DISCOUNT NOTES
- ---------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION -- 7.6%
    5.280%, 04/02/96
      (Cost $359,948)........................     360,000     359,948
                                                           ----------
TOTAL INVESTMENTS -- 103.1%
  (Cost $4,941,050)......................................  $4,910,442
LIABILITIES IN EXCESS OF OTHER ASSETS -- (3.1%)..........    (149,219)
                                                           ----------
NET ASSETS -- 100.0%.....................................  $4,761,223
                                                           ----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
85
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF ASSETS AND LIABILITIES FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
AS OF MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                                                 FULLY          SHORT-
                                                                             DISCRETIONARY   INTERMEDIATE
                                                                             FIXED INCOME    FIXED INCOME
                                                                                 FUND            FUND
<S>                                                                          <C>             <C>
                                                                             -----------------------------
ASSETS
  Investments, at value*...................................................   $4,390,611      $4,910,442
  Cash.....................................................................        3,974           1,342
  Interest receivable......................................................       42,197          54,902
  Receivable for investment securities sold................................           --         202,125
  Due from advisor.........................................................        7,381          10,043
  Deferred organization costs..............................................        1,954           1,954
  Prepaid expenses and other assets........................................        8,975          17,671
                                                                             -----------------------------
      Total assets.........................................................    4,455,092       5,198,479
                                                                             -----------------------------
LIABILITIES
  Payable for investment securities purchased..............................           --         423,614
  Due to advisor...........................................................        2,240           2,240
  Accrued expenses.........................................................       12,767          11,402
                                                                             -----------------------------
      Total liabilities....................................................       15,007         437,256
                                                                             -----------------------------
NET ASSETS.................................................................   $4,440,085      $4,761,223
                                                                             -----------------------------
COMPOSITION OF NET ASSETS
  Paid-in capital..........................................................   $4,534,476      $4,671,581
  Accumulated undistributed net investment income..........................       56,158         114,124
  Accumulated undistributed net realized gain (loss).......................      (21,828)          6,126
  Accumulated undistributed net realized foreign exchange gain.............          862              --
  Net unrealized foreign exchange (loss)...................................          (18)             --
  Net unrealized (depreciation) on investments.............................     (129,565)        (30,608)
                                                                             -----------------------------
      Net assets...........................................................   $4,440,085      $4,761,223
                                                                             -----------------------------
*Investments, at cost......................................................   $4,520,176      $4,941,050
                                                                             -----------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                              86
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF OPERATIONS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
FOR THE PERIOD ENDED MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                                                FULLY          SHORT-
                                                                             DISCRETIONARY  INTERMEDIATE
                                                                             FIXED INCOME   FIXED INCOME
                                                                                FUND*          FUND*
<S>                                                                          <C>            <C>
                                                                             ---------------------------
INVESTMENT INCOME
  Interest.................................................................   $  59,680       $120,029
                                                                             ---------------------------
  EXPENSES
    Accounting fee.........................................................       9,375          9,375
    Administration fee.....................................................         290            662
    Advisory fee...........................................................       3,962          5,905
    Audit & tax services...................................................         252            590
    Custodian fee..........................................................       3,000          2,853
    Miscellaneous..........................................................       1,602          2,275
    Organization costs.....................................................         285            286
    Trustees' fee..........................................................       4,838          4,838
                                                                             ---------------------------
      Total expenses.......................................................      23,604         26,784
    Less: Reimbursement from advisor.......................................     (20,082)       (20,879)
                                                                             ---------------------------
      Net expenses.........................................................       3,522          5,905
                                                                             ---------------------------
        Net investment income..............................................      56,158        114,124
                                                                             ---------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss) from security transactions......................     (21,828)         6,126
  Net realized foreign exchange gain.......................................         862             --
  Change in net unrealized depreciation of investments and foreign
    currency...............................................................    (129,583)       (30,608)
                                                                             ---------------------------
      Net loss on investments..............................................    (150,549)       (24,482)
                                                                             ---------------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS............   $ (94,391)      $ 89,642
                                                                             ---------------------------
</TABLE>
 
- ------------
*Commenced operations on August 31, 1995.
 
- --------------------------------------------------------------------------------
 
87
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
FOR THE PERIOD ENDED MARCH 31, 1996
 
<TABLE>
<CAPTION>
                                                                                 FULLY          SHORT-
                                                                             DISCRETIONARY   INTERMEDIATE
                                                                             FIXED INCOME    FIXED INCOME
                                                                                 FUND*           FUND*
<S>                                                                          <C>             <C>
                                                                             -----------------------------
INCREASE IN NET ASSETS
  OPERATIONS
    Net investment income..................................................   $     56,158    $    114,124
    Net realized gain (loss) from security transactions and foreign
      exchange.............................................................        (20,966)          6,126
    Change in net unrealized (depreciation) of investments and foreign
      currency.............................................................       (129,583)        (30,608)
                                                                             -----------------------------
      Net increase (decrease) in net assets resulting from operations......        (94,391)         89,642
                                                                             -----------------------------
  TRANSACTIONS IN INTEREST
    Contributions by partners..............................................      4,542,991       4,708,688
    Withdrawals by partners................................................         (8,515)        (37,107)
                                                                             -----------------------------
      Net increase in net assets from transactions in interests............      4,534,476       4,671,581
                                                                             -----------------------------
      Total increase in net assets.........................................      4,440,085       4,761,223
NET ASSETS:
  BEGINNING OF PERIOD......................................................             --              --
                                                                             -----------------------------
  END OF PERIOD............................................................   $  4,440,085    $  4,761,223
                                                                             -----------------------------
</TABLE>
 
- ------------
*Commenced operations on August 31, 1995.
 
- --------------------------------------------------------------------------------
 
                                                                              88
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS
- -------------------------------------------------------------------
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION
 
  Nicholas-Applegate Investment Trust (the "Master Trust"), a diversified,
open-end management investment company organized as a Delaware business trust,
is comprised of twelve investment vehicles (each a "Fund" and collectively the
"Funds") as of March 31, 1996. Each Fund has up to five Portfolios which have
invested in the respective series of the Master Trust to achieve their
investment objective.
 
  The investment objectives of the Funds are as follows:
 
  Fully Discretionary Fixed Income Fund seeks to maximize total return through
investment primarily in investment grade fixed-income securities with an average
portfolio duration between two and eight years.
 
  Short-Intermediate Fixed Income Fund seeks to preserve principal and liquidity
and realize a relatively high level of current income through investment
primarily in investment grade fixed-income securities with a maximum average
dollar-weighted portfolio maturity of five years.
 
SECURITIES TRANSACTIONS
 
  Debt securities generally are valued at the last bid price. Securities with 60
days or less remaining to maturity are valued on an amortized cost basis which
approximates market value.
 
  Securities for which market quotations are not readily available are valued at
fair value determined in good faith by or under the direction of the Master
Trust's Board of Trustees.
 
  Securities transactions are recognized on the trade date. Realized gains and
losses from securities transactions are calculated using the first-in, first-out
method. Dividend income is recognized on the ex-dividend date, and interest
income is recorded on the accrual basis. Discounts and premiums on securities
purchased are amortized over the life of the respective securities. The
prospectus for the Nicholas-Applegate Mutual Funds describes each Fund's
policies with respect to declaration and payment of dividends and distribution
of capital gains.
 
FEDERAL INCOME TAXES
 
  The Funds are treated as partnerships for federal income tax purposes. Any
interest, dividends and gains or losses of a Fund will be deemed to have been
"passed through" to the Portfolios.
 
DEFERRED ORGANIZATION COSTS
 
  Organization costs incurred by the Master Trust have been allocated to the
various Funds based upon management's best estimate of the costs applicable to
each Fund. These costs have been deferred and will be amortized over a period of
60 months from the date the Funds commenced operations.
 
USE OF ESTIMATES
 
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
- --------------------------------------------------------------------------------
 
89
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
B. TRANSACTIONS WITH AFFILIATES
 
ADVISORY AGREEMENTS
 
  The investment adviser to the Master Trust is Nicholas-Applegate Capital
Management ("Nicholas-Applegate"). The advisory fee is computed daily for the
Funds based upon the following percentages of each Fund's average daily net
assets: for the Short-Intermediate Fund, 0.30% of the first $250 million of the
Fund's average net assets and 0.25% of average net assets in excess of $250
million; for the Fully Discretionary Fund, 0.45% of the first $500 million of
the Fund's average net assets, 0.40% of the next $250 million of average net
assets, and 0.35% of average net assets in excess of $750 million.
 
EXPENSE LIMITATIONS
 
  Nicholas-Applegate and the Master Trust have undertaken to limit the Funds'
expenses to certain annual levels through March 31, 1997. In subsequent years,
overall operating expenses for each Fund will not fall below the percentage
limitation until the Investment Adviser has been fully reimbursed for fees
foregone or expenses paid by the Investment Adviser under this agreement, as
each Fund will reimburse the Investment Adviser in subsequent years when
operating expenses (before reimbursement) are less than the applicable
percentage limitation.
 
  The cumulative unreimbursed amounts paid by Nicholas-Applegate on behalf of
the Funds, during the period from inception (respectively) to March 31, 1996 are
as follows:
 
<TABLE>
<S>                                    <C>
Fully Discretionary Fixed Income
 Fund................................  $  20,082
Short-Intermediate Fixed Income
 Fund................................     20,879
</TABLE>
 
  Nicholas-Applegate advanced certain organization costs discussed in Note A. As
of March 31, 1996, the following Funds have amounts due to Nicholas-Applegate
for organizational costs advanced:
 
<TABLE>
<S>                                     <C>
Fully Discretionary Fixed Income
 Fund.................................  $   2,240
Short-Intermediate Fixed Income
 Fund.................................      2,240
</TABLE>
 
C. INVESTMENT TRANSACTIONS
 
  The aggregate purchases and sales of investment securities, other than
short-term obligations, for the fiscal year ended March 31, 1996, were as
follows (in 000's):
 
<TABLE>
<CAPTION>
                                       PURCHASES     SALES
                                      -----------  ---------
<S>                                   <C>          <C>
Fully Discretionary Fixed Income
  Fund..............................   $   5,442   $   1,065
Short-Intermediate Fixed Income
  Fund..............................       8,394       3,801
</TABLE>
 
  At March 31, 1996, the net unrealized appreciation (depreciation) based on the
cost of investments for Federal income tax purposes was as follows (in 000's):
 
<TABLE>
<CAPTION>
                        TAX                               GROSS
                      COST OF     GROSS UNREALIZED     UNREALIZED     NET UNREALIZED
                    INVESTMENTS     APPRECIATION      DEPRECIATION     DEPRECIATION
                   -------------  -----------------  ---------------  ---------------
<S>                <C>            <C>                <C>              <C>
Fully
  Discretionary
  Fixed Income
  Fund...........    $   4,520        $       2         $     132        $    (130)
Short-Intermediate
  Fixed Income
  Fund...........        4,941                4                35              (31)
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                              90
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
D. SELECTED RATIO DATA
 
<TABLE>
<CAPTION>
                                                                                  RATIO OF NET       RATIO OF NET
                                              RATIO OF           RATIO OF          INVESTMENT         INVESTMENT
                                              EXPENSES           EXPENSES          INCOME TO          INCOME TO
                                             TO AVERAGE         TO AVERAGE          AVERAGE            AVERAGE
                                            NET ASSETS,        NET ASSETS,        NET ASSETS,        NET ASSETS,      PORTFOLIO
                                           AFTER EXPENSE      BEFORE EXPENSE     AFTER EXPENSE      BEFORE EXPENSE    TURNOVER
                                          REIMBURSEMENTS+    REIMBURSEMENTS+    REIMBURSEMENTS+    REIMBURSEMENTS+      RATE
<S>                                       <C>                <C>                <C>                <C>                <C>
- ------------------------------------------------------------------------------------------------------------------------------
FULLY DISCRETIONARY FIXED INCOME*
  For the period ended 03/31/96.........       0.45%              2.69%              6.44%              4.12%          60.06%
SHORT-INTERMEDIATE FIXED INCOME*
  For the period ended 03/31/96.........       0.30%              1.36%              5.85%              4.77%         114.38%
</TABLE>
 
- ------------
*Commenced operations on August 31, 1995
 
+Annualized
 
- --------------------------------------------------------------------------------
 
91
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------
 
                               [LOGO]
 
To the Shareholders and Board of Trustees of
Nicholas-Applegate Mutual Funds
 
We have audited the accompanying statements of assets and liabilities of the
following portfolios of Nicholas-Applegate Mutual Funds: Fully Discretionary
Fixed Income Institutional Portfolio and Short-Intermediate Fixed Income
Institutional Portfolio (hereinafter the "Portfolios"), as of March 31, 1996,
and the related statements of operations and changes in net assets and the
financial highlights for the fiscal year then ended. These financial statements
and financial highlights are the responsibility of the Portfolios' management.
Our responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial positions of the
Portfolios as of March 31, 1996, and the results of their operations, changes in
their net assets and the financial highlights for the fiscal year then ended, in
conformity with generally accepted accounting principles.
 
                                                              [LOGO]
 
May 10, 1996
 
- --------------------------------------------------------------------------------
 
                                                                              92
<PAGE>
REPORT OF INDEPENDENT AUDITORS
- -------------------------------------------------------------------
 
                               [LOGO]
 
To the Shareholders and Board of Trustees of
Nicholas-Applegate Investment Trust
 
We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of the following series of Nicholas-Applegate
Investment Trust: Fully Discretionary Fixed Income Fund and Short-Intermediate
Fixed Income Fund (hereinafter the "Funds"), as of March 31, 1996, and the
related statements of operations and changes in net assets for the fiscal year
then ended. These financial statements are the responsibility of the Funds'
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of March 31, 1996, by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial positions of the Funds as of March 31,
1996, and the results of their operations and changes in their net assets for
the fiscal year then ended, in conformity with generally accepted accounting
principles.
 
                                                              [LOGO]
 
May 10, 1996
 
- --------------------------------------------------------------------------------
 
93

<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
EMERGING GROWTH FUND
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCK -- 94.7%
- ---------------------------------------------------------
 
<TABLE>
<S>                                               <C>           <C>
ADVERTISING -- 1.7%
  CKS Group*.................................       78,500      $  1,854,562
  Eagle River Interactive, Inc.*.............       37,800           387,450
  Ha-Lo Industries, Inc.*....................       24,900           722,100
  Lamar Advertising Co.*.....................       61,000         2,531,500
  National Media Corp.*......................       17,000           252,875
  Outdoor Systems, Inc.*.....................       23,850         1,120,950
  Universal Outdoor Holdings, Inc.*..........       71,000         2,556,000
                                                                ------------
                                                                   9,425,437
                                                                ------------
AGRICULTURE -- 0.3%
  Dekalb Genetics Corp. Class B..............       51,200         1,740,800
                                                                ------------
AIR FREIGHT/SHIPPING -- 0.1%
  Airnet Systems, Inc.*......................       36,600           521,550
                                                                ------------
AIRLINES -- 0.1%
  Midwest Express Holdings, Inc.*............       22,400           669,200
                                                                ------------
ALCOHOLIC BEVERAGES -- 0.2%
  Mondavi Robert Corp.*......................       35,500         1,162,625
                                                                ------------
APPAREL -- 3.3%
  Cole Kenneth Productions, Inc.*............      104,000         1,963,000
  Donnkenny, Inc.*...........................       89,000         1,524,125
  Genesco, Inc.*.............................       27,600           258,750
  Nautica Enterprises, Inc.*.................      136,350         4,397,287
  St. John Knits, Inc........................       48,000         2,406,000
  Stein Mart, Inc.*..........................       93,500         2,068,688
  Vans, Inc.*................................       97,300         1,860,863
  Wolverine Worldwide, Inc...................      198,300         5,502,825
                                                                ------------
                                                                  19,981,538
                                                                ------------
BEVERAGES/SOFT DRINKS -- 0.3%
  Cott Corp..................................      244,500         1,849,031
                                                                ------------
BIOTECHNOLOGY -- 2.8%
  Advanced Techonology Labs, Inc.*...........       51,900         1,660,800
  Biopsys Medical, Inc.*.....................        9,500           140,125
  Depotech Corp.*............................       20,000           345,000
  Endovascular Technology, Inc.*.............       47,200           566,400
  Guilford Pharmaceuticals, Inc.*............       25,000           687,500
  Martek Biosciences Corp.*..................       63,600         1,590,000
  Matritech, Inc.*...........................       30,000           388,125
  Mentor Corp................................      129,800         3,569,500
  Neurex Corp.*..............................      108,300         2,071,237
  Neurogen Corp.*............................       35,000           883,750
  Nexstar Pharmaceuticals, Inc.*.............       50,000         1,050,000
  Pharmaceutical Product Development,
    Inc.*....................................       14,054           379,457
  Quintiles Transnational Corp.*.............        8,600           629,950
  Regeneron Pharmaceuticals, Inc.*...........       37,300           750,663
  Sequus Pharmaceuticals, Inc.*..............       96,800         1,524,600
  Sonus Pahrmaceuticals, Inc.*...............       17,800           343,763
  Vertex Pharmaceuticals, Inc.*..............       19,700           581,150
                                                                ------------
                                                                  17,162,020
                                                                ------------
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
BROADCASTING -- 2.7%
  American Radio Systems Corp.*..............       72,400      $  2,696,900
  Argyle Television, Inc. Class A*...........       21,400           601,875
  Chancellor Corp.*..........................       58,400         2,423,600
  Emmis Broadcasting Corp. Class A*..........       43,600         2,016,500
  Evergreen Media Corp. Class A*.............       93,450         2,920,313
  Premiere Radio Networks, Inc. Class A*.....       33,600           361,200
  Saga Communications, Inc. Class A*.........       50,062         1,120,137
  SFX Broadcasting, Inc. Class A*............       42,500         1,933,750
  Telemundo Group, Inc. Class A*.............       18,000           616,500
  United Video Satellite Group, Inc. Class
    A*.......................................       35,000           708,750
  Westwood One, Inc.*........................       71,000         1,304,625
                                                                ------------
                                                                  16,704,150
                                                                ------------
BUILDING MATERIALS -- 0.6%
  Falcon Building Products, Inc. Class A*....       45,000           585,000
  Hexcel Corp.*..............................      102,600         1,987,875
  NCI Building Systems, Inc.*................       26,600           864,500
                                                                ------------
                                                                   3,437,375
                                                                ------------
BUILDING MATERIAL CHAIN -- 0.4%
  Eagle Hardware & Garden, Inc...............       85,000         2,295,000
                                                                ------------
CHEMICALS -- 0.2%
  OM Group, Inc..............................       38,300         1,455,400
                                                                ------------
CLOTHING CHAINS -- 2.5%
  American Eagle Outfitters, Inc.*...........       26,500           563,125
  Baker (J), Inc.............................       20,000           122,187
  Buckle, Inc. (The)*........................        2,400            76,200
  Charming Shoppes, Inc.*....................      544,500         3,267,000
  Gadzooks, Inc.*............................       69,000         2,397,750
  Loehmanns, Inc.*...........................       53,200         1,426,425
  Ross Stores, Inc...........................      109,900         3,956,400
  Wet Seal, Inc. Class A*....................       86,300         3,106,800
  99 Cents Only Stores*......................       30,300           424,200
                                                                ------------
                                                                  15,340,087
                                                                ------------
COAL MINING -- 0.1%
  Zeigler Coal Holding Company...............       25,000           431,250
                                                                ------------
COMPUTER/OFFICE AUTOMATION -- 1.8%
  Amati Communications Corp.*................       71,000         1,562,000
  Auspex Systems, Inc.*......................      135,600         2,084,850
  Brooktrout Technology, Inc.*...............       39,700         1,449,050
  Discreet Logic, Inc.*......................       96,000           732,000
  Eltron International, Inc.*................       47,750         1,545,906
  Encad, Inc.*...............................       10,000           418,750
  GEAC Computer Corp. LTD*...................       40,500           493,540
  IDX Systems Corp.*.........................        8,000           280,000
  Network Appliance, Inc.*...................       53,000         1,590,000
  Safeguard Scientifics, Inc.*...............       23,100           921,113
  Sunquest Information Systems, Inc.*........        9,000           166,500
                                                                ------------
                                                                  11,243,709
                                                                ------------
CONTAINERS -- 0.0%
  U.S. Can Corp.*............................       18,600           299,925
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------

                                                                              1
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED) -- CONTINUED
- --------------------------------------------------------------------------------
EMERGING GROWTH FUND
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCK (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
CONTRACTING DRILLING -- 1.4%
  Cliffs Drilling Co.*.......................       35,500      $  1,224,750
  Falcon Drilling, Inc.*.....................       82,400         2,142,400
  Marine Drilling Co., Inc.*.................      311,400         2,997,225
  Noble Drilling Corp.*......................       71,700         1,084,462
  Reading & Bates Corp.*.....................       40,100         1,087,713
                                                                ------------
                                                                   8,536,550
                                                                ------------
DEPARTMENT/DISCOUNT STORES -- 0.1%
  Carson Pirie Scott & Co.*..................       28,500           758,812
                                                                ------------
DRUGS/PHARMACEUTICALS -- 3.0%
  Anesta Corp.*..............................       58,500           826,312
  Columbia Laboratories, Inc.*...............       30,000           367,500
  Curative Health Services, Inc.*............       67,400         1,297,450
  Dura Pharmaceuticals, Inc.*................      142,200         5,243,625
  Incyte Pharmaceuticals, Inc.*..............       51,000         2,524,500
  Inhale Therapeutic Systems*................       11,500           148,062
  Jones Medical Industries, Inc..............       28,125         1,364,062
  Medicis Pharmaceutical Corp. Class A*......       16,900           815,425
  MIM Corp.*.................................       40,500           587,250
  Nabi, Inc.*................................      137,900         1,637,562
  NCS Healthcare, Inc. Class A*..............       19,100           599,263
  Noven Pharmaceuticals, Inc.*...............       30,700           387,587
  Parexel International Corp.*...............       19,400         1,222,200
  Pathogenesis Corp.*........................       51,300           910,575
  Sangstat Medical Corp.*....................        9,300           237,150
                                                                ------------
                                                                  18,168,523
                                                                ------------
ELECTRONIC DATA PROCESSING -- 1.5%
  Affiliated Computer Services, Inc. Class
    A*.......................................       30,900         1,815,375
  Checkfree Corp.*...........................       45,000           900,000
  Envoy Corp.*...............................       81,200         3,146,500
  Industry-Matematik International*..........       79,000           977,625
  Object Design, Inc.*.......................       70,000         1,128,750
  Peerless Systems Corp.*....................       14,500           166,750
  Versant Object Technology Corp.*...........       37,500           890,625
                                                                ------------
                                                                   9,025,625
                                                                ------------
ELECTRONIC INSTRUMENTS/DIVERSIFIED -- 1.8%
  Belden, Inc.*..............................       38,800         1,125,200
  Checkpoint Systems, Inc.*..................      167,400         4,436,100
  Coherent, Inc.*............................       56,600         1,995,150
  Lernout & Hauspie Speech*..................       42,300         1,004,625
  Orbotech LTD*..............................       16,000           190,000
  Uniphase Corp.*............................       45,300         1,913,925
                                                                ------------
                                                                  10,665,000
                                                                ------------
ELECTRONICS/MUSIC CHAINS -- 0.5%
  Inacom Corp.*..............................       87,000         2,979,750
                                                                ------------
ENTERTAINMENT -- 0.3%
  Family Golf Centers, Inc.*.................       20,000           580,000
  Hollywood Entertainment Corp.*.............       73,300         1,502,650
                                                                ------------
                                                                   2,082,650
                                                                ------------
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
ENVIRONMENTAL SERVICES -- 1.8%
  Newpark Resources, Inc.*...................       26,585      $    967,029
  Superior Services, Inc.*...................       17,000           272,000
  Tetra Technologies, Inc.*..................       42,300           777,263
  United Waste Systems, Inc.*................      156,600         5,441,850
  U.S. Filter Corp.*.........................       71,400         2,436,525
  U.S.A. Waste Services, Inc.*...............       26,800           844,200
                                                                ------------
                                                                  10,738,867
                                                                ------------
FINANCE COMPANIES -- 1.4%
  AmeriCredit Corp.*.........................      115,400         2,120,475
  Cityscape Financial Corp.*.................       47,000         1,245,500
  Imperial Credit Industries, Inc.*..........      109,200         3,999,450
  Westcorp., Inc.............................       56,205         1,215,433
                                                                ------------
                                                                   8,580,858
                                                                ------------
FOOD CHAINS -- 0.1%
  Quality Food Centers, Inc.*................       13,000           451,750
                                                                ------------
HOME FURNISHINGS -- 0.6%
  Bush Industries, Inc. Class A..............       20,000           367,500
  Cort Business Services Corp.*..............       30,000           611,250
  Ethan Allen Interiors, Inc.................       24,000           747,000
  Furniture Brands International, Inc.*......       47,600           696,150
  Renters Choice, Inc.*......................       71,600         1,342,500
                                                                ------------
                                                                   3,764,400
                                                                ------------
HOMEBUILDING -- 1.2%
  American Homestar Corp.*...................       24,700           600,519
  Cavalier Homes, Inc........................        2,100            38,850
  Champion Enterprises, Inc.*................       93,700         2,119,962
  Diamond Home Services, Inc.*...............       29,700           861,300
  Oakwood Homes Corp.........................       74,800         2,057,000
  Redman Industries, Inc.*...................       36,800         1,030,400
  United States Home Corp.*..................       40,000           820,000
                                                                ------------
                                                                   7,528,031
                                                                ------------
HOSPITALS -- 0.7%
  Health Management Systems, Inc.*...........       88,400         2,585,700
  National Surgery Centers, Inc.*............       52,600         1,472,800
                                                                ------------
                                                                   4,058,500
                                                                ------------
INDUSTRIAL ENGINEERING/CONSTRUCTION -- 0.6%
  Granite Construction, Inc..................       69,900         1,450,425
  Greenwich Air Services, Inc. Class B*......       42,500           881,875
  Greenwich Air Services, Inc. Class A.......       40,400         1,131,200
                                                                ------------
                                                                   3,463,500
                                                                ------------
LEISURE/GAMING -- 0.9%
  Anchor Gaming*.............................       40,400         2,514,900
  Sodak Gaming, Inc.*........................      119,000         2,737,000
                                                                ------------
                                                                   5,251,900
                                                                ------------
LIFE INSURERS -- 0.1%
  Delphi Financial Group, Inc. Class A*......          900            25,200
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
2
<PAGE>
- -------------------------------------------------------------------
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCK (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
LIFE INSURERS (CONTINUED)
  Protective Life Corp.......................        8,900      $    335,975
                                                                ------------
                                                                     361,175
                                                                ------------
LODGING -- 1.1%
  Bristol Hotel Co.*.........................       40,400         1,075,650
  Doubletree Corp.*..........................       24,600           980,925
  Prime Hospitality Corp.*...................      174,200         2,874,300
  Studio Plus Hotels, Inc.*..................       45,750           754,875
  Suburban Lodges of America*................       27,200           571,200
  Wyndham Hotel Corp.*.......................       26,500           483,625
                                                                ------------
                                                                   6,740,575
                                                                ------------
MACHINERY/EQUIPMENT -- 1.1%
  Digitran Systems, Inc.*....................       14,500               145
  Elbit Vision Systems LTD*..................       17,500           126,875
  Etec Systems, Inc.*........................       49,600         1,686,400
  Greenfield Industries, Inc.................       57,700         1,384,800
  Iwerks Entertainment, Inc.*................       72,500           507,500
  JLG Industries, Inc........................        6,800           127,500
  Kuhlman Corp...............................       20,800           304,200
  Miller Industries, Inc.*...................       35,600         1,406,200
  Robbins & Myers, Inc.......................       34,000           769,250
  Watsco, Inc. Class A.......................       13,950           284,231
                                                                ------------
                                                                   6,597,101
                                                                ------------
MANAGED HEALTHCARE/HMO'S/PPO'S -- 0.8%
  CRA Managed Care, Inc.*....................       17,600           950,400
  FPA Medical Management, Inc.*..............       44,700         1,178,962
  Medcath, Inc.*.............................       52,200           887,400
  OccuSystems, Inc.*.........................       68,800         2,064,000
                                                                ------------
                                                                   5,080,762
                                                                ------------
MEDICAL SPECIALTIES -- 0.0%
  Impath, Inc.*..............................        5,200            63,700
                                                                ------------
MEDICAL SUPPLIES -- 3.2%
  Adac Laboratories..........................      113,500         2,284,187
  Capstone Pharmacy Services*................       48,400           598,950
  ESC Medical Systems LTD*...................       36,000         1,152,000
  Femrx, Inc.*...............................       18,600           153,450
  Invacare Corp..............................       49,900         1,397,200
  Iridex Corp.*..............................       15,100           124,575
  Keravision, Inc.*..........................       36,100           541,500
  Lunar Corp.*...............................        8,500           272,000
  Minimed, Inc.*.............................       18,600           467,325
  Orthologic Corp.*..........................       91,600           973,250
  Physio-Control International Corp.*........       78,400         1,979,600
  ResMed, Inc.*..............................       18,800           371,300
  Safeskin Corp.*............................       62,500         2,171,875
  Serologicals Corp.*........................       13,600           472,600
  Steris Corp.*..............................       36,200         1,226,275
  Target Therapeutics, Inc.*.................       96,900         4,142,475
  Urologix, Inc.*............................        8,000           123,000
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
MEDICAL SUPPLIES (CONTINUED)
  Vivus, Inc.*...............................       27,300      $  1,037,400
                                                                ------------
                                                                  19,488,962
                                                                ------------
MEDICAL/HEALTH SERVICES -- 2.0%
  ABR Information Services, Inc.*............       39,125         2,817,000
  American Homepatient, Inc.*................       22,100           491,725
  Collaborative Clinical Research, Inc.*.....       32,000           432,000
  EmCare Holdings, Inc.*.....................       58,700         1,584,900
  Multicare Companies, Inc.*.................       63,900         1,389,825
  Pediatric Services of America, Inc.*.......       21,700           401,450
  Pediatrix Medical Group, Inc.*.............        6,800           340,850
  Prime Medical Services, Inc.*..............       35,000           463,750
  Renal Care Group, Inc.*....................       32,000         1,184,000
  Renal Treatment Centers, Inc.*.............       79,800         2,653,350
  Sterling Healthcare Group*.................       12,000           259,500
                                                                ------------
                                                                  12,018,350
                                                                ------------
METALS -- 1.7%
  Gibraltar Steel Corp.......................       26,800           603,000
  Mueller Industries, Inc.*..................       76,500         3,107,812
  Olympic Steel, Inc.*.......................       73,000         1,961,875
  Oregon Metallurgical Corp.*................       70,000         2,275,000
  RMI Titanium Co.*..........................       86,000         2,171,500
  UNR Industries, Inc........................       46,600           308,725
                                                                ------------
                                                                  10,427,912
                                                                ------------
MILITARY /DEFENSE TECHNOLOGY -- 0.9%
  Avondale Industries, Inc.*.................       32,600           607,175
  Rohr Industries, Inc.*.....................       88,900         1,744,663
  Stanford Telecommunications, Inc.*.........       46,500         2,325,000
  Tracor, Inc.*..............................       28,700           591,938
                                                                ------------
                                                                   5,268,776
                                                                ------------
MULTI-LINE INSURERS -- 0.3%
  Penncorp Financial Group, Inc..............       54,600         1,760,850
                                                                ------------
OIL/GAS PRODUCTION -- 1.8%
  Abacan Resource Corp.*.....................       50,000           343,750
  Barrett Resources Corp.*...................       19,900           701,475
  Belden & Blake Corp........................       17,000           395,250
  Brown (Tom), Inc.*.........................       50,600           955,075
  Cross Timbers Oil Co.......................       34,000           816,000
  Global Natural Resources, Inc.*............       57,800         1,004,275
  Houston Exploration Co.*...................       17,000           289,000
  KCS Energy, Inc............................       34,500         1,229,062
  Lomak Petroleum, Inc.......................       18,000           236,250
  Newfield Exploration Co.*..................       17,600           792,000
  Nuevo Energy Co.*..........................       18,500           751,562
  Petroleum Securities Australia LTD*........       34,000           790,500
  Plains Resources, Inc.*....................       17,500           242,813
  Swift Energy Co.*..........................       70,500         1,692,000
  Tesoro Petroleum Corp.*....................       17,000           218,875
  Vintage Petroleum, Inc.....................       17,900           525,813
                                                                ------------
                                                                  10,983,700
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              3
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED) -- CONTINUED
- --------------------------------------------------------------------------------
EMERGING GROWTH FUND
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCK (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
OILFIELD SERVICES/EQUIPMENT -- 3.3%
  BJ Services Co.*...........................      104,400      $  3,784,500
  Camco International, Inc...................       56,700         2,119,162
  Energy Ventures, Inc.*.....................       31,700         1,283,850
  Global Industries, LTD*....................      107,000         1,698,625
  Oceaneering International, Inc.*...........       52,600           894,200
  Pool Energy Services Co.*..................       71,200           898,900
  Pride Petroleum Services, Inc.*............      129,400         1,827,775
  Seacor Holdings, Inc.*.....................       63,400         3,217,550
  Tuboscope Vetco International, Corp.*......       82,100         1,282,813
  Varco International, Inc.*.................      123,700         2,180,213
  Veritas DGC, Inc.*.........................       35,000           630,000
                                                                ------------
                                                                  19,817,588
                                                                ------------
OTHER COMMERCIAL/INDUSTRIAL SERVICE -- 4.5%
  ATC Communications, Inc....................       18,000           315,000
  Caribiner International, Inc...............       28,900         1,221,025
  Claremont Technology Group, Inc.*..........       25,500           918,000
  Corestaff, Inc.*...........................       22,500           601,875
  G&K Services, Inc., Class A................       16,050           469,462
  ICTS International NV*.....................        8,700           106,575
  Learning Tree International*...............       12,100           447,700
  Mastec, Inc.*..............................       36,000         1,233,000
  Meta Group, Inc.*..........................       21,000           582,750
  National Education Corp.*..................      107,700         2,059,762
  National Techteam, Inc.*...................       34,000           922,250
  National Wireless Holdings, Inc.*..........       15,800           252,800
  Norrell Corp...............................       43,800         1,379,700
  Nova Corp.*................................       24,200           798,600
  Personnel Group of America, Inc.*..........       56,500         1,469,000
  PMT Services, Inc.*........................       90,350         1,829,588
  Pre Paid Legal Services, Inc.*.............       90,500         1,165,188
  Protection One, Inc.*......................       96,300         1,215,788
  Rental Service Corp.*......................       14,000           302,750
  Robert Half International, Inc.*...........       17,600           649,000
  Romac International, Inc.*.................       59,300         1,808,650
  Seattle Filmworks, Inc.*...................       26,500           583,000
  Techforce Corp.*...........................       18,600           137,175
  The Registry, Inc.*........................       10,000           380,000
  Vincam Group, Inc.*........................       22,500           860,625
  Wackenhut Corp. Series B...................       45,000           703,125
  Wackenhut Corrections Corp.*...............       63,000         1,401,750
  Western Staff Services, Inc.*..............       18,300           276,788
  Whittman-Hart, Inc.*.......................       57,400         2,712,150
  Youth Services International, Inc.*........       27,000           374,625
                                                                ------------
                                                                  27,177,701
                                                                ------------
OTHER CONSUMER DURABLES -- 0.4%
  Sola International, Inc.*..................       68,900         2,566,525
                                                                ------------
OTHER CONSUMER NON-DURABLES -- 0.0%
  Blyth Industries, Inc.*....................       30,600         1,484,100
                                                                ------------
OTHER CONSUMER SERVICES -- 0.4%
  American Residential Services, Inc.*.......       11,500           219,937
  Amre, Inc.*................................       51,600           715,950
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
OTHER CONSUMER SERVICES (CONTINUED)
  Apollo Group, Inc. Class A*................       34,647      $    926,807
  ITT Educational Services*..................       11,800           413,000
                                                                ------------
                                                                   2,275,694
                                                                ------------
OTHER FINANCIAL SERVICES -- 0.9%
  Ocwen Financial Corp.*.....................       17,000           346,375
  RAC Financial Group, Inc.*.................       85,000         3,878,125
  Southern Pacific Funding Corp.*............       17,200           434,300
  WFS Financial, Inc.*.......................       33,000           676,500
                                                                ------------
                                                                   5,335,300
                                                                ------------
OTHER HEALTH TECHNOLOGY/SERVICES -- 1.6%
  Clintrials, Inc.*..........................       71,000         2,893,250
  Enterprise Systems, Inc.*..................       16,000           412,000
  Horizon Mental Health Management, Inc.*....       15,600           386,100
  Physician Computer Network, Inc.*..........      188,700         2,004,938
  Physician Support Systems, Inc.*...........       23,000           557,750
  RTW, Inc.*.................................       38,700         1,117,463
  Summit Medical Systems, Inc.*..............       31,000           434,000
  Veterinary Centers America, Inc.*..........       76,500         1,678,219
                                                                ------------
                                                                   9,483,720
                                                                ------------
OTHER PRODUCERS/MANUFACTURING -- 1.2%
  BE Aerospace, Inc.*........................       32,200           664,125
  BMC Industries, Inc........................       82,600         2,364,425
  Chicago Miniature Lamp, Inc.*..............       29,400           889,350
  Foamex International, Inc.*................      140,000         2,275,000
  Memtec LTD Sponsored ADR...................       17,000           476,000
  Rexel, Inc.*...............................       27,900           439,425
                                                                ------------
                                                                   7,108,325
                                                                ------------
OTHER RETAIL TRADE -- 0.0%
  Cost Plus*.................................       66,800         1,544,750
                                                                ------------
OTHER TECHNOLOGY -- 1.2%
  Compucom Systems, Inc.*....................       18,300           160,125
  Computer Products, Inc.*...................       89,400         1,955,625
  Henry (Jack) & Associates..................       24,100           765,175
  Renaissance Solutions, Inc.*...............       22,100           936,488
  Technology Solutions Company*..............       48,750         1,700,156
  Vanstar Corp.*.............................       63,000         1,527,750
                                                                ------------
                                                                   7,045,319
                                                                ------------
OTHER TRANSPORTATION -- 0.3%
  Coach USA, Inc.*...........................       23,000           615,250
  Trico Marine Services, Inc.*...............       38,200         1,165,100
                                                                ------------
                                                                   1,780,350
                                                                ------------
PAPER -- 0.2%
  American Pad & Paper Co.*..................       60,000         1,275,000
                                                                ------------
PRINTING/FORMS -- 0.0%
  Applied Graphics Technologies, Inc.*.......       18,600           276,675
                                                                ------------
PROPERTY-CASUALTY INSURERS -- 0.8%
  Capmac Holdings, Inc.......................       38,500         1,280,125
  HCC Insurance Holdings, Inc................       48,100         1,388,887
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
4
<PAGE>
- -------------------------------------------------------------------
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
COMMON STOCK (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
PROPERTY-CASUALTY INSURERS (CONTINUED)
  La Salle Re Holdings LTD...................       49,300      $  1,158,550
  Vesta Insurance Group, Inc.................       34,350         1,318,181
                                                                ------------
                                                                   5,145,743
                                                                ------------
PUBLISHING -- 0.2%
  Golden Books Family Entertainment, Inc.*...       90,000         1,046,250
                                                                ------------
RAILROADS -- 0.2%
  Railtex, Inc.*.............................       40,000           952,500
                                                                ------------
REAL ESTATE BROKERS/SERVICES -- 0.8%
  Amresco, Inc.*.............................      144,700         3,310,012
  Insignia Financial Group, Inc. Class A*....       26,300           670,650
  NHP, Inc.*.................................       23,300           441,244
  Redwood Trust, Inc.........................       17,700           566,400
                                                                ------------
                                                                   4,988,306
                                                                ------------
RECREATIONAL PRODUCTS -- 0.4%
  Coachmen Industries, Inc...................       35,500           914,125
  Galoob Lewis T*............................       38,000         1,111,500
  Rockshox*..................................        9,000           135,000
  Tyco Toys, Inc.*...........................       34,300           197,225
                                                                ------------
                                                                   2,357,850
                                                                ------------
REGIONAL BANKS -- 0.1%
  Provident Bankshares Corp..................       19,700           696,888
                                                                ------------
REAL ESTATE INVESTMENT TRUSTS -- 0.2%
  FelCor Suite Hotels, Inc...................       19,100           615,975
  Storage USA, Inc...........................       24,000           798,000
                                                                ------------
                                                                   1,413,975
                                                                ------------
RENTAL/LEASING COMPANIES -- 0.2%
  Team Rental Group, Inc.*...................       22,400           425,600
  Leasing Solutions, Inc.*...................       34,000           977,500
  Winthrop Resources Corp....................          900            24,300
                                                                ------------
                                                                   1,427,400
                                                                ------------
RESTAURANTS -- 1.7%
  Apple South, Inc...........................       65,300           873,387
  CKE Restaurants, Inc.......................       76,000         2,337,000
  Foodmaker, Inc.*...........................      253,200         2,532,000
  Logan's Roadhouse, Inc.*...................       27,000           543,375
  Papa John's International, Inc.*...........       17,900           939,750
  Rainforest Cafe, Inc.*.....................       63,550         1,970,050
  Showbiz Pizza Time, Inc.*..................       71,300         1,292,313
  Taco Cabana Class A*.......................        3,700            21,275
                                                                ------------
                                                                  10,509,150
                                                                ------------
RETAIL/FOOD DISTRIBUTION -- 0.5%
  Richfood Holdings, Inc.....................       87,700         3,266,825
                                                                ------------
SEMICONDUCTORS/ELECTRONIC COMPONENT -- 3.4%
  Actel Corp.*...............................      144,300         2,777,775
  Flextronics International, LTD*............       62,300         1,721,037
  Radisys Corp.*.............................       19,400           960,300
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
SEMICONDUCTORS/ELECTRONIC COMPONENT (CONTINUED)
  Sawtek, Inc.*..............................       90,700      $  2,358,200
  SDL, Inc.*.................................      100,400         2,058,200
  S3, Inc.*..................................      246,700         4,872,325
  Trident Microsystems, Inc.*................       68,000         1,028,500
  Vitesse Semiconductor Corp.*...............      125,800         4,859,025
                                                                ------------
                                                                  20,635,362
                                                                ------------
SOFTWARE -- 14.0%
  Amisys Managed Care Systems*...............       36,000           859,500
  Applix, Inc.*..............................       16,500           433,125
  Aspen Technology, Inc.*....................       42,400         2,872,600
  Avant Corp.*...............................       46,500         1,395,000
  BDM International, Inc.*...................       32,600         1,939,700
  CBT Group PLC Sponsored ADR*...............       80,400         3,778,800
  Ciber, Inc.*...............................       61,500         2,337,000
  Clarify, Inc.*.............................       33,500         2,077,000
  Cognos, Inc.*..............................      183,600         5,989,950
  Cooper & Chyan Technology, Inc.*...........       38,700           948,150
  Datastream Systems, Inc.*..................       57,600         1,742,400
  Dataworks Corp.*...........................       33,200           863,200
  Dendrite International, Inc.*..............       31,500           952,875
  Geoworks*..................................       21,700           564,200
  Harbinger Corp.*...........................       61,700         1,542,500
  HCIA, Inc.*................................       17,700         1,062,000
  HNC Software, Inc.*........................       99,000         3,960,000
  HPR, Inc.*.................................       17,500           280,000
  Ikos Systems, Inc.*........................       41,600           826,800
  Indus Group, Inc.*.........................       21,000           420,000
  Integrated Systems, Inc.*..................       78,200         2,580,600
  JDA Software Group, Inc.*..................       69,800         1,919,500
  Legato Systems, Inc.*......................       81,800         3,885,500
  Manugistics Group, Inc.*...................       12,800           515,200
  MDL Information Systems, Inc.*.............       30,700           970,888
  Mecon, Inc.*...............................       19,000           475,000
  National Instruments Corp.*................       61,000         1,616,500
  Onewave, Inc.*.............................        8,500           128,562
  Pegasystems, Inc.*.........................       17,500           455,000
  Perceptron, Inc.*..........................       32,700           825,675
  Platinum Software Corp.*...................        1,795            19,969
  Pure Atria Corp.*..........................      116,005         4,379,189
  Quick Response Services, Inc.*.............       14,800           551,300
  Rational Software Corp.*...................      155,200         5,296,200
  Sapient Corp.*.............................       12,200           542,900
  Saville Systems Ireland PLC*...............       63,700         2,245,425
  Scopus Technology, Inc.*...................       55,000         1,663,750
  Seibel Systems, Inc.*......................       43,500         1,810,688
  SPSS, Inc.*................................       18,000           499,500
  SQA, Inc.*.................................       23,600           637,200
  Sykes Enterprises, Inc.*...................       82,350         3,973,388
  Systemsoft Corp.*..........................      156,300         5,353,275
  Verilink Corp.*............................        5,900           144,550
  Veritas Software Co.*......................       34,000         2,405,500
  Viasoft, Inc.*.............................       69,800         2,931,600
  Viewlogic Systems, Inc.*...................       71,600           832,350
  Visio Corp.*...............................       27,500         1,251,250
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              5
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED) -- CONTINUED
- --------------------------------------------------------------------------------
EMERGING GROWTH FUND
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCK (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
SOFTWARE (CONTINUED)
  Wind River Systems, Inc.*..................       49,800      $  2,203,650
                                                                ------------
                                                                  84,958,909
                                                                ------------
SPECIALTY CHAINS -- 2.9%
  Cross Continenet Auto Retailers, Inc.*.....       12,000           276,000
  Duty Free International, Inc...............       56,400           775,500
  Finish Line, Inc. Class A*.................       24,000         1,140,000
  Insight Enterprises, Inc.*.................       13,600           508,300
  Just for Feet, Inc.*.......................       58,100         2,912,262
  Men's Wearhouse, Inc.*.....................       25,300           632,500
  Microage, Inc.*............................      103,000         1,944,125
  Party City Corp.*..........................        8,000           150,000
  Petco Animal Supplies, Inc.*...............       40,650         1,107,712
  Pier 1 Imports, Inc........................      116,200         1,873,725
  Rexall Sundown, Inc.*......................       51,600         1,883,400
  West Coast Entertainment Corp.*............       13,500           136,688
  West Marine, Inc.*.........................       22,800           752,400
  Williams-Sonoma, Inc.*.....................      135,300         3,839,138
                                                                ------------
                                                                  17,931,750
                                                                ------------
TELECOMMUNICATIONS EQUIPMENT -- 4.2%
  ACT Networks, Inc.*........................       74,300         2,080,400
  AML Communications, Inc.*..................        1,100            17,875
  Aspect Telecommunications Corp.*...........      107,300         6,679,425
  Cable Design Technologies, Inc.*...........       50,000         2,000,000
  Coherent Communications Systems Corp.*.....       46,400           881,600
  Comverse Technology, Inc.*.................       43,200         1,679,400
  Davox Corp.*...............................       19,000           717,250
  Digital Systems International, Inc.*.......       36,000           643,500
  Inter-Tel, Inc.*...........................       35,200           712,800
  Lightbridge, Inc.*.........................        9,360           109,980
  Natural Microsystems Corp.*................       39,000         1,876,875
  Nice-Systems LTD*..........................       33,500           767,359
  Ortel Corp.*...............................       54,000         1,296,000
  P Com, Inc.*...............................       51,400         1,272,150
  Periphonics Corp.*.........................       22,000           858,000
  Remec, Inc.*...............................       17,100           241,538
  TCSI Corp.*................................       57,500           761,875
  Teledata Communications LTD.*..............        5,000            91,875
  Teltrend, Inc.*............................       34,200         1,453,500
  Westell Technologies, Inc.*................       28,600         1,265,550
                                                                ------------
                                                                  25,406,952
                                                                ------------
TELEPHONE -- 2.4%
  ACC Corp.*.................................       52,900         2,499,525
  Clearnet Communications Class A*...........       18,000           294,750
  ICG Communications, Inc.*..................       70,000         1,470,000
  Intercel, Inc.*............................       83,500         1,753,500
  Intermedia Communications of Florida,
    Inc.*....................................       58,100         1,699,425
  Midcom Connumications, Inc.*...............       69,000           948,750
  Pacific Gateway Exchange, Inc.*............       38,200         1,126,900
  Pricellular Corp., Class A*................       40,375      $    580,391
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
TELEPHONE (CONTINUED)
  Tel-Save Holdings, Inc.*...................       72,000         2,070,000
  Winstar Communications*....................      123,800         2,058,175
                                                                ------------
                                                                  14,501,416
                                                                ------------
TOBACCO PRODUCTS -- 0.3%
  Mafco Consolidated Group, Inc.*............       68,800         2,107,000
                                                                ------------
TRUCKING -- 0.6%
  Knight Transportation, Inc.*...............       17,000           371,875
  Landstar System, Inc.*.....................       76,500         2,046,375
  Swift Transportation Co.*..................       17,000           372,938
  USFreightways Corp.........................       51,000         1,045,500
                                                                ------------
                                                                   3,836,688
                                                                ------------
WHOLESALE DISTRIBUTION -- 1.4%
  Anicom, Inc.*..............................       10,700           189,925
  Central Garden & Pet Co.*..................       74,900         1,507,362
  Daisytek International Corp.*..............        3,800           164,350
  Fresh America Corp.*.......................          800            15,450
  Hughes Supply, Inc.*.......................        3,600           133,200
  Tech Data Corp.*...........................      238,300         6,642,613
                                                                ------------
                                                                   8,652,900
                                                                ------------
TOTAL COMMON STOCKS
  (COST $402,514,887)......................................      575,572,587
                                                                ------------
</TABLE>
<TABLE>
<CAPTION>
                                        PRINCIPAL
                                         AMOUNT
<S>                                     <C>           <C>
- ---------------------------------------------------------
 
<CAPTION>
COMMERCIAL PAPER -- 5.6%
<S>                                     <C>           <C>
- ----------------------------------------------
  Associates Corp. -- 0.7%
    5.80%, 10/01/96................         4,068        4,068,000
  Merrill Lynch & Co.
    5.85%, 10/01/96................        29,614       29,614,000
                                                      ------------
TOTAL COMMERCIAL PAPER
  (COST $33,682,000).............................       33,682,000
- ---------------------------------------------------------
<CAPTION>
REPURCHASE AGREEMENT -- 0.2%
<S>                                     <C>           <C>
- ----------------------------------------------
  J. P. Morgan & Co., Inc.
    $1,667,000 at 5.65%, (Agreement
    dated 09/30/96; to be
    repurchased at $1,667,262 on
    10/01/96; collateralized by
    $1,665,000 FHMA Note, 7.16% due
    01/10/97)(VALUE $1,708,661)
    (COST $1,667,000)                   1,667,000        1,667,000
                                                      ------------
TOTAL INVESTMENTS -- 100.5%
  (COST $437,863,887)............................      610,921,587
LIABILITIES IN EXCESS OF OTHER ASSETS (0.5%).....       (2,979,076)
                                                      ------------
NET ASSETS 100.0%................................     $607,942,511
                                                      ------------
<FN>
- ---------------
* Non-Income Producing Security.
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
6
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
CORE GROWTH FUND
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCKS -- 96.6%
- ---------------------------------------------------------
 
<TABLE>
<S>                                               <C>             <C>
AIRLINES -- 0.7%
  Comair Holdings, Inc.......................         152,325     $  3,579,637
                                                                  ------------
APPAREL -- 4.5%
  Gucci Group NV.............................         135,000        9,787,500
  Nike, Inc. Class B.........................          52,600        6,390,900
  Tommy Hilfiger Corp.*......................         110,000        6,517,500
                                                                  ------------
                                                                    22,695,900
                                                                  ------------
BIOTECHNOLOGY -- 0.8%
  Genetics Institute, Inc....................          59,200        4,114,400
                                                                  ------------
BROADCASTING -- 2.7%
  Evergreen Media Corp.*.....................         135,000        4,218,750
  Infinity Broadcasting Corp. Class A*.......         119,025        3,749,287
  Tele-Communications, Inc. Class A Liberty
    Media Group*.............................         101,100        2,893,988
  Tele-Communications, Inc. Class A TCI
    Group*...................................         188,100        2,809,744
                                                                  ------------
                                                                    13,671,769
                                                                  ------------
BUILDING MATERIALS -- 1.2%
  Lowe's Companies, Inc......................         142,300        5,816,513
                                                                  ------------
CLOTHING CHAINS -- 1.8%
  Fila Holdings SPA..........................          63,000        6,055,875
  Intimate Brands, Inc.......................         155,700        2,841,525
                                                                  ------------
                                                                     8,897,400
                                                                  ------------
COMPUTERS/OFFICE AUTOMATION -- 6.8%
  Ceridian Corp.*............................         156,300        7,815,000
  Cisco Systems, Inc.*.......................          73,500        4,561,594
  Compaq Computer Corp.*.....................          94,100        6,034,162
  Computer Sciences Corp.*...................          74,600        5,734,875
  Dell Computer Corp.*.......................          60,100        4,672,775
  Sun Microsystems, Inc.*....................          84,700        5,261,988
                                                                  ------------
                                                                    34,080,394
                                                                  ------------
COMPUTERS & OFFICE EQUIPMENT -- 1.4%
  Gateway 2000, Inc.*........................         135,000        6,463,125
                                                                  ------------
DEPARTMENT/DISCOUNT STORES -- 2.2%
  Consolidated Stores Corp.*.................         144,500        5,780,000
  Kohls Corp.*...............................         145,000        5,220,000
                                                                  ------------
                                                                    11,000,000
                                                                  ------------
DRUGS/PHARMACEUTICALS -- 2.5%
  Cardinal Health, Inc.......................          78,500        6,486,062
  Dura Pharmaceuticals.......................         160,000        5,900,000
                                                                  ------------
                                                                    12,386,062
                                                                  ------------
ELECTRONIC DATA PROCESSING -- 0.8%
  First Data Corp............................          49,777        4,063,048
                                                                  ------------
ELECTRONIC INSTRUMENTS/DIVERSIFIED -- 1.2%
  Fore Systems, Inc.*........................         146,500        6,061,437
                                                                  ------------
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>             <C>
ELECTRONICS/MUSIC CHAINS -- 1.4%
  Compusa, Inc.*.............................         130,000     $  7,020,000
                                                                  ------------
FINANCE COMPANIES -- 1.2%
  Green Tree Financial Corp..................         156,200        6,130,850
                                                                  ------------
FINANCIAL SERVICES -- 2.5%
  Associates First Capital Corp..............         160,000        6,560,000
  Household International, Inc...............          73,700        6,061,825
                                                                  ------------
                                                                    12,621,825
                                                                  ------------
FOOD CHAINS -- 1.6%
  Safeway, Inc.*.............................         192,800        8,218,100
                                                                  ------------
GAMBLING -- 2.0%
  International Game Technology..............         350,000        7,175,000
  Mirage Resorts, Inc.*......................         108,000        2,767,500
                                                                  ------------
                                                                     9,942,500
                                                                  ------------
HOME FURNISHINGS -- 1.2%
  Mohawk Industries, Inc*....................         232,900        5,968,063
                                                                  ------------
HOSPITALS -- 2.5%
  Healthsouth Corp.*.........................         169,000        6,485,375
  Tenet Healthcare Corp.*....................         261,400        5,816,150
                                                                  ------------
                                                                    12,301,525
                                                                  ------------
LODGING -- 0.5%
  Host Marriott Corp.*.......................         177,800        2,578,100
                                                                  ------------
MEDICAL SUPPLIES -- 1.3%
  Boston Scientific Corp.*...................         111,500        6,411,250
                                                                  ------------
OIL/GAS PRODUCTION -- 4.0%
  Burlington Resources, Inc..................         116,000        5,147,500
  Enron Oil & Gas Co.........................         120,000        2,985,000
  Triton Energy Corp.*.......................          76,800        3,436,800
  United Meridian Corp.*.....................         185,600        8,444,800
                                                                  ------------
                                                                    20,014,100
                                                                  ------------
OILFIELD SERVICES/EQUIPMENT -- 4.9%
  BJ Services Co.*...........................         145,000        5,256,250
  Diamond Offshore Drilling, Inc.*...........         100,000        5,500,000
  Ensco International, Inc.*.................         140,000        4,550,000
  Tidewater, Inc.............................          91,900        3,434,763
  Western Atlas, Inc.*.......................          89,300        5,558,925
                                                                  ------------
                                                                    24,299,938
                                                                  ------------
OTHER COMMERCIAL/INDUSTRIAL SERVICES -- 7.4%
  Accustaff, Inc.*...........................         205,100        5,306,962
  Corestaff, Inc.*...........................         157,500        4,213,125
  Corrections Corp. of America*..............         213,200        6,662,500
  CUC International, Inc.*...................         151,162        6,027,585
  MFS Communications, Inc.*..................          89,500        3,904,438
  Republic Waste Industries*.................         175,000        5,075,000
  USA Waste Services, Inc.*..................         185,600        5,846,400
                                                                  ------------
                                                                    37,036,010
                                                                  ------------
OTHER FINANCIAL SERVICES -- 2.7%
  Equifax, Inc...............................         232,600        6,134,825
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              7
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED) -- CONTINUED
- --------------------------------------------------------------------------------
CORE GROWTH FUND
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCKS -- 96.6%
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>             <C>
OTHER FINANCIAL SERVICES (CONTINUED)
  Sunamerica Inc.............................         205,100     $  7,075,950
                                                                  ------------
                                                                    13,210,775
                                                                  ------------
PIPELINES -- 1.1%
  Williams Companies, Inc....................         108,200        5,518,200
                                                                  ------------
RECREATION PRODUCTS -- 1.2%
  Harley-Davidson, Inc.......................         140,000        6,020,000
                                                                  ------------
SEMICONDUCTORS/ELECTRONIC COMPONENTS -- 3.9%
  Intel Corp.................................          77,000        7,348,687
  S3, Inc.*..................................         322,000        6,359,500
  Vitesse Semiconductor*.....................         150,000        5,793,750
                                                                  ------------
                                                                    19,501,937
                                                                  ------------
SOFTWARE -- 11.1%
  Baan Co. NV*...............................          94,900        3,167,287
  BMC Software*..............................          70,000        5,565,000
  Cadence Design Systems, Inc.*..............         128,625        4,598,344
  Computer Associates International, Inc.....         105,000        6,273,750
  Microsoft Corp.*...........................          44,000        5,802,500
  Netscape Communications, Inc.*.............         124,000        5,750,500
  Parametric Technology Corp.*...............         117,000        5,776,875
  Rational Software Corp.*...................         220,000        7,507,500
  Sterling Commerce, Inc.*...................         160,000        4,720,000
  Synopsys, Inc.*............................         130,600        6,023,925
                                                                  ------------
                                                                    55,185,681
                                                                  ------------
SPECIALTY CHAINS -- 4.9%
  Borders Group, Inc.*.......................         182,600        6,801,850
  Home Depot, Inc............................         102,000        5,801,250
  Staples, Inc.*.............................         240,700        5,340,531
  Tech Data Corp.*...........................         230,000        6,411,250
                                                                  ------------
                                                                    24,354,881
                                                                  ------------
SPECIALTY INSURERS -- 1.2%
  MGIC Investment Corp.......................          87,100        5,868,363
                                                                  ------------
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>             <C>
TELECOMMUNICATIONS EQUIPMENT -- 9.7%
  ADC Telecommunications*....................         110,000     $  7,040,000
  Andrew Corp.*..............................         110,000        5,486,250
  Aspect Telecommunications Corp.*...........          82,300        5,123,175
  Cascade Communications Corp*...............          78,200        6,373,300
  DSP Communications, Inc.*..................         152,300        8,509,762
  ICG Communications*........................         215,000        4,515,000
  Nokia Corp.................................         133,000        5,885,250
  Telebras-Sponsored ADR.....................          68,000        5,338,000
                                                                  ------------
                                                                    48,270,737
                                                                  ------------
TELEPHONE -- 3.7%
  LCI International, Inc.*...................         195,700        6,164,550
  Nextel Communications, Inc.*...............         170,000        3,145,000
  Teleport Comm.*............................         310,000        7,323,750
  WorldCom, Inc.*............................          90,200        1,928,025
                                                                  ------------
                                                                    18,561,325
                                                                  ------------
TOTAL COMMON STOCKS
  (Cost $372,559,894)........................................      481,863,845
                                                                  ------------
 
                                                   PRINCIPAL
                                                    AMOUNT           VALUE
- ------------------------------------------------------------------------------
COMMERCIAL PAPER -- 4.0%
- ------------------------------------------------------------------------------
  Merrill Lynch & Co.
    5.85%, 10/01/96
    (Cost $19,644,000).......................     $19,644,000       19,644,000
                                                                  ------------
TOTAL INVESTMENTS -- 100.6%
  (Cost $392,203,894)........................................     $501,507,845
LIABILITIES IN EXCESS OF OTHER ASSETS -- (0.6%) .                   (2,865,689)
                                                                  ------------
NET ASSETS -- 100.0%.........................................     $498,642,156
                                                                  ------------
</TABLE>
 
- ---------------
* Non-income producing security.
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
8
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
INCOME & GROWTH FUND
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
COMMON STOCKS -- 14.2%
- ---------------------------------------------------------
 
<TABLE>
<S>                                               <C>           <C>
ADVERTISING -- 2.4%
  Omnicom Group, Inc.........................        61,429     $  2,871,806
                                                                ------------
ELECTRICAL UTILITIES -- 0.6%
  AES Corp.*.................................        17,980          707,962
                                                                ------------
FINANCIAL SERVICES -- 0.2%
  First Chicago NBD Corp.....................        11,700          223,762
                                                                ------------
GAS UTILITIES -- 0.9%
  MCN Corp...................................        41,860        1,124,987
                                                                ------------
INVESTMENTS -- 1.7%
  Merrill 6.25% "IGL"-Strypes................        51,526        2,073,921
                                                                ------------
INSURANCE SERVICES -- 1.0%
  Penncorp Financial Group...................        20,805        1,178,083
                                                                ------------
MACHINERY/EQUIPMENT -- 0.5%
  Cooper Industry, Inc.......................        26,400          541,200
                                                                ------------
SOAPS/COSMETICS -- 0.1%
  AJL Peps Trust.............................         8,610          170,048
                                                                ------------
REAL ESTATE INVESTMENT TRUSTS -- 6.1%
  Cali Realty Corp...........................        39,920        1,082,830
  CenterPoint Properties Corp................        30,000          806,250
  Patriot American Hospitality, Inc..........        25,830          868,534
  Reckson Associates Realty Corp.............        49,530        1,838,801
  Spieker Properties, Inc....................        20,300          596,313
  Weeks Corp.................................        55,120        1,570,920
  Starwood Lodging Trust.....................        14,900          623,937
                                                                ------------
                                                                   7,387,585
                                                                ------------
TELECOMMUNICATIONS -- 0.0%
  MFS Communications Co., Inc................         1,232           53,746
                                                                ------------
TELEPHONE -- 0.7%
  ICG Communications*........................        31,766          667,086
                                                                ------------
TOTAL COMMON STOCKS
  (Cost $14,240,312).......................................       17,000,186
                                                                ------------
 
- ----------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS -- 27.1%
- ----------------------------------------------------------------------------
BROADCASTING -- 3.7%
  American Radio Systems Corp., 7.0%*........        39,100     $  2,130,950
  SFX Broadcasting, Inc., Series D, 6.5%*....        40,080        2,304,600
                                                                ------------
                                                                   4,435,550
                                                                ------------
ELECTRICAL UTILITIES -- 3.0%
  California Energy Capital Trust*...........        27,380        1,635,955
  Devon Energy 144A Pfd*.....................        30,148        1,575,233
  Santa Fe Energy Res. Inc., $.732...........        31,100          388,750
                                                                ------------
                                                                   3,599,938
                                                                ------------
ELECTRONIC DATA PROCESSING -- 2.0%
  Ceridian Corp., 5.5%.......................        21,975        2,400,769
                                                                ------------
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
GAS UTILITIES -- 1.5%
  Noram Financing I, 6.25%...................        29,100     $  1,786,013
                                                                ------------
MACHINERY/EQUIPMENT -- 0.6%
  Greenfield Capital Trust, 6.0%*............        16,510          718,185
                                                                ------------
MEDICAL DEVICES -- 0.9%
  United States Surgical Corp., Series A,
    $2.20....................................        24,720        1,022,790
                                                                ------------
MULTI-LINE INSURERS -- 1.2%
  Allstate Corp., $2.30......................        29,900        1,390,350
                                                                ------------
OIL/GAS PRODUCTION -- 1.2%
  Occidental Petroleum Corp., $3.00..........        23,800        1,398,250
                                                                ------------
OTHER CONSUMER SERVICES -- 2.8%
  SCI Finance LLC, Series A, $3.125..........        34,690        3,555,725
                                                                ------------
REGIONAL BANKS -- 1.3%
  Sakura Finance Trust, 0.75%................            26        1,523,104
                                                                ------------
PIPELINES -- 1.4%
  Williams Cos., $3.50.......................        20,595        1,681,067
                                                                ------------
RESTAURANTS -- 1.5%
  Wendy's Financing CV Pfd...................        35,300        1,817,950
                                                                ------------
SPECIALTY INSURERS -- 1.8%
  American Bankers Insurance, Series B,
    6.25%....................................        36,290        2,141,110
                                                                ------------
TELECOMMUNICATIONS -- 2.2%
  LM Ericsson Telephone Co., 4.25%...........       767,670        2,638,866
                                                                ------------
TELEPHONE -- 0.8%
  Nortel Inversora S A.......................        24,910        1,005,741
                                                                ------------
WHOLESALE DISTRIBUTION -- 1.2%
  Alco Standard Corp. Series BB, $5.040......        16,540        1,505,140
                                                                ------------
TOTAL CONVERTIBLE PREFERRED STOCKS
  (Cost $28,502,445).......................................       32,620,548
                                                                ------------
<CAPTION>
 
                                                  Principal
                                                   Amount          Value
<S>                                               <C>           <C>
- ----------------------------------------------------------------------------
CONVERTIBLE CORPORATE BONDS -- 56.3%
- ----------------------------------------------------------------------------
BROADCASTING -- 0.4%
  Comcast Corp.
    3.375%, 09/09/05.........................     $  60,000     $     52,575
  Telemundo Group, Inc.
    7.000%, 02/15/06.........................       225,000          215,437
                                                                ------------
                                                                     268,012
                                                                ------------
BUILDING MATERIALS -- 2.1%
  Hexcel Corp.
    7.000%, 08/01/03.........................       840,000        1,187,550
  Home Depot, Inc.
    3.250%, 10/01/01.........................     1,310,000        1,334,563
                                                                ------------
                                                                   2,522,113
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              9
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED) -- CONTINUED
- --------------------------------------------------------------------------------
INCOME & GROWTH FUND
 
                                                PRINCIPAL
                                                 AMOUNT     VALUE
 
- ---------------------------------------------------------
CONVERTIBLE CORPORATE BONDS (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
CLOTHING CHAINS -- 3.2%
  Charming Shoppes, Inc.
    7.500%, 07/15/06.........................     $1,365,000    $  1,470,787
  Nine West Group, Inc.*
    5.500%, 07/15/03.........................     1,220,000        1,314,550
  Saks Holdings, Inc.
    5.500%, 09/15/06.........................     1,040,000        1,101,100
                                                                ------------
                                                                   3,886,437
                                                                ------------
COMPUTERS/OFFICE AUTOMATION -- 2.8%
  Conner Peripherals, Inc.
    6.500%, 03/01/02.........................     1,320,000        1,518,000
  Safeguard Scientifics*
    6.000%, 02/01/06.........................     1,375,000        1,832,188
                                                                ------------
                                                                   3,350,188
                                                                ------------
DEPARTMENT/DISCOUNT STORES -- 3.2%
  Proffitt's, Inc.*
    4.750%, 11/01/03.........................     1,758,000        1,826,123
  Price Co.
    0.055%, 02/28/12.........................     1,904,000        1,968,260
                                                                ------------
                                                                   3,794,383
                                                                ------------
DRUGS/PHARMACEUTICALS -- 3.1%
  Elan International Finance*
    0.000%, 10/16/12.........................     1,718,000        1,108,110
  Sandoz Capital BVI LTD*
    2.000%, 10/06/02.........................       900,000        2,660,325
  Sandoz Euro
    2.000%, 10/06/02.........................     1,470,000
                                                                ------------
                                                                   3,768,435
                                                                ------------
ELECTRIC UTILITIES -- 1.2%
  AES Corp.
    10.250%, 07/15/06........................     1,385,000        1,471,562
                                                                ------------
ELECTRONICS -- 2.2%
  Analog Devices
    3.500%, 12/01/00.........................     1,060,000        1,294,525
  Sanmina Corp.
    5.500%, 08/15/02.........................       920,000        1,404,150
                                                                ------------
                                                                   2,698,675
                                                                ------------
ELECTRONIC DATA PROCESSING -- 3.2%
  C-Cube Microsystems, Inc.
    5.875%, 11/01/05.........................       185,000          273,337
  First Financial Management Corp.
    5.000%, 12/15/99.........................       715,000        1,353,138
  Automatic Data Process*
    0.000%, 02/20/12.........................     3,985,000        2,281,412
                                                                ------------
                                                                   3,907,887
                                                                ------------
ELECTRONIC INSTRUMENTS -- 1.7%
  ADT Operations, Inc.*
    0.000%, 07/06/10.........................     3,093,000        1,848,067
</TABLE>
 
                                                PRINCIPAL
                                                 AMOUNT     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
ELECTRONIC INSTRUMENTS (CONTINUED)
  Checkpoint Systems, Inc. Euro
    5.250%, 11/01/05.........................     $ 100,000     $    154,750
                                                                ------------
                                                                   2,002,817
                                                                ------------
ENVIRONMENTAL SERVICES -- 5.5%
  U.S. Filter Corp.*
    6.000%, 09/15/05.........................     1,538,000        2,970,263
  Sanifill, Inc.
    5.000%, 03/01/06.........................     1,918,000        2,416,680
  United Waste Systems, Inc.*
    4.500%, 06/01/01.........................     1,060,000        1,287,900
                                                                ------------
                                                                   6,674,843
                                                                ------------
FOOD CHAINS -- 2.6%
  Food Lion, Inc.
    5.000%, 06/01/03.........................       949,000        1,161,339
  Starbucks Corp.
    4.250%, 11/01/02.........................     1,280,000        1,926,400
                                                                ------------
                                                                   3,087,739
                                                                ------------
INDUSTRIAL ENGINEERING/CONSTRUCTION -- 1.0%
  Empresas ICA Sociedad
    5.000%, 03/15/04.........................     1,726,000        1,210,358
                                                                ------------
INSURANCE SERVICES -- 2.1%
  American Travellers Corp.
    6.500%, 10/01/05.........................     1,123,000        2,521,135
                                                                ------------
INVESTMENT COMPANIES -- 0.6%
  Morgan Stanley Group*
    0.000%, 09/30/00.........................       690,000          747,788
                                                                ------------
LODGING -- 2.5%
  Marriott International
    0.000%, 03/25/11.........................     3,125,000        1,707,031
  Hilton Hotels Corp.
    5.000%, 05/15/06.........................     1,210,000        1,300,750
                                                                ------------
                                                                   3,007,781
                                                                ------------
MACHINERY/EQUIPMENT -- 2.8%
  Thermo Electron Corp.
    4.250%, 01/01/03.........................     1,675,000        2,049,781
  Thermo Electron Corp. Euro*
    4.250%, 01/01/03.........................     1,110,000        1,340,325
                                                                ------------
                                                                   3,390,106
                                                                ------------
MEDICAL/NURSING/HEALTH SERVICES -- 2.1%
  Phycor, Inc.
    4.500%, 02/15/03.........................       710,000          803,188
  Renal Treatment Centers, Inc.*
    5.625%, 07/15/06.........................     1,480,000        1,716,800
                                                                ------------
                                                                   2,519,988
                                                                ------------
OIL/GAS PRODUCTION -- 6.1%
  Baker Hughes, Inc.*
    0.000%, 05/05/08.........................     2,520,000        1,764,000
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
10
<PAGE>
- -------------------------------------------------------------------
 
                                                PRINCIPAL
                                                 AMOUNT     VALUE
 
- ---------------------------------------------------------
 
CONVERTIBLE CORPORATE BONDS (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
OIL/GAS PRODUCTION (CONTINUED)
  Cliffs Drilling Co.
    10.250%, 05/15/03........................     $ 400,000     $    417,000
  Noble Affiliates, Inc.
    0.0425, 11/01/03.........................     2,120,000        2,427,400
  Pride Petroleum Services, Inc.
    0.0625, 02/15/06.........................     1,208,000        1,603,620
  Nabors Industries, Inc.
    5.000%, 05/15/06.........................     1,160,000        1,173,050
                                                                ------------
                                                                   7,385,070
                                                                ------------
OTHER PRODUCTION/MANUFACTURING -- 0.9%
  ALFA S.A. DE C.V.*
    8.000%, 09/15/00.........................     1,000,000        1,068,750
                                                                ------------
SEMICONDUCTORS/ELECTRONIC COMPONENTS -- 1.8%
  3Com Corp.
    10.250%, 11/01/01........................       665,000        1,267,656
  S3 Inc.
    5.750%, 10/01/03.........................       680,000          842,350
                                                                ------------
                                                                   2,110,006
                                                                ------------
SPECIALTY CHAINS -- 2.0%
  Staples, Inc.*
    4.50%, 10/01/00..........................     2,099,000        2,453,206
                                                                ------------
TECHNOLOGY -- 1.0%
  Intermedia Communications, Inc.*
    0.000%, 05/15/06.........................       175,000          109,812
  National Education Corporation
    6.500%, 05/15/11.........................       955,000          897,700
  Sygnet Wireless, Inc.
    11.500%, 10/01/06........................       150,000          154,875
                                                                ------------
                                                                   1,162,387
                                                                ------------
</TABLE>
 
                                                PRINCIPAL
                                                 AMOUNT     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
TELECOMMUNICATIONS -- 0.9%
  Midcom Communications, Inc.*
    8.25% 08/15/03...........................     $ 785,000     $    887,050
  Pricecellular Wire*
    14.000%, 11/15/01........................       250,000          225,000
                                                                ------------
                                                                   1,112,050
                                                                ------------
WHOLESALE DISTRIBUTORS -- 1.2%
  Danka Business Systems PLC
    6.750%, 04/01/02.........................     1,000,000        1,443,750
                                                                ------------
TOTAL CONVERTIBLE CORPORATE BONDS
  (Cost $58,657,859).......................................       67,565,466
                                                                ------------
 
- ----------------------------------------------------------------------------
COMMERCIAL PAPER -- 2.6%
- ----------------------------------------------------------------------------
  Merrill Lynch & Co.
    5.85% 10/01/96
    (Cost $3,153,000)........................     $3,153,000    $  3,153,000
                                                                ------------
TOTAL INVESTMENTS -- 100.1%
  (Cost $104,553,616)......................................     $120,339,200
LIABILITIES IN EXCESS OF OTHER ASSETS -- (0.1%)............
                                                                     (70,689)
                                                                ------------
NET ASSETS -- 100.0%.......................................     $120,268,511
                                                                ------------
<FN>
- ---------------
* Non-Income Producing Security.
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              11
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
BALANCED GROWTH FUND
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCKS
- ---------------------------------------------------------
 
<TABLE>
<S>                                               <C>           <C>
AIRLINES -- 1.0%
  AMR Corp.*.................................         1,700     $    135,363
  Continental Airlines Holding, Inc. - Class
    B*.......................................         6,200          138,725
                                                                ------------
                                                                     274,088
                                                                ------------
APPAREL -- 0.6%
  Stein Mart, Inc.*..........................         7,200          159,300
                                                                ------------
AUTOMOBILES -- 0.5%
  Chrysler Corp..............................         4,900          140,263
                                                                ------------
AUTOMOTIVE EQUIPMENT -- 0.3%
  Gentex Corp.*..............................         3,700           84,175
                                                                ------------
BIOTECHNOLOGY -- 0.8%
  Quintiles Transnational Corp.*.............         2,800          205,100
  Mentor Corp................................           900           24,750
                                                                ------------
                                                                     229,850
                                                                ------------
BUILDING MATERIALS -- 0.4%
  Texas Industries, Inc......................         1,900          113,763
                                                                ------------
BUILDING MATERIAL CHAINS -- 0.7%
  Eagle Hardware & Garden, Inc.*.............         7,000          189,000
                                                                ------------
CATALOG/OUTLET STORES -- 0.6%
  Lands' End, Inc............................         7,300          156,950
                                                                ------------
CHEMICALS -- 0.6%
  Cytec Industries, Inc.*....................         4,400          171,050
                                                                ------------
CLOTHING CHAINS -- 2.2%
  Claire's Stores, Inc.......................         8,550          182,756
  Ross Stores, Inc...........................         7,200          259,200
  TJX Companies..............................         4,600          165,025
                                                                ------------
                                                                     606,981
                                                                ------------
COMPUTERS/OFFICE AUTOMATION -- 1.9%
  Cisco Systems, Inc.*.......................         3,200          198,600
  Iomega Corp.*..............................         6,600          160,050
  Storage Technology Corp.*..................         3,900          147,713
                                                                ------------
                                                                     506,363
                                                                ------------
CONTRACT DRILLING -- 2.9%
  Global Marine, Inc.*.......................        11,100          174,825
  Reading & Bates Corp.*.....................        13,600          368,900
  Transocean Offshore, Inc...................         3,900          238,875
                                                                ------------
                                                                     782,600
                                                                ------------
DEPARTMENT/DISCOUNT STORES -- 0.6%
  Woolworth Corp.*...........................         7,400          152,625
                                                                ------------
DRUGS/PHARMACEUTICALS -- 1.6%
  Dura Pharmaceuticals, Inc.*................         5,600          206,500
  Jones Medical Industries, Inc..............         4,650          225,525
                                                                ------------
                                                                     432,025
                                                                ------------
</TABLE>
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
ELECTRONICS/MUSIC CHAINS -- 1.0%
  CompUSA, Inc.*.............................         4,800     $    259,200
                                                                ------------
ELECTRONIC INSTRUMENTS/DIVERSIFIED -- 0.8%
  Dynatech Corp.*............................         4,800          219,600
                                                                ------------
ENTERTAINMENT -- 0.4%
  Regal Cinemas, Inc.*.......................         4,050          101,250
                                                                ------------
FINANCIAL COMPANIES -- 3.4%
  Aames Financial Corp.......................         2,800          141,050
  First USA, Inc.............................         1,600           88,600
  Green Tree Financial Corp..................         4,700          184,475
  Imperial Credit Industries, Inc.*..........         5,600          205,100
  MBNA Corp..................................         3,200          111,200
  The Money Store, Inc.......................         1,900           50,350
  Student Loan Marketing Association.........         1,800          134,325
                                                                ------------
                                                                     915,100
                                                                ------------
GAMBLING -- 1.2%
  Anchor Gaming*.............................         2,600          161,850
  Hilton Hotels Corp.........................         6,000          170,250
                                                                ------------
                                                                     332,100
                                                                ------------
HOME FURNISHINGS -- 0.6%
  Bed Bath & Beyond, Inc.*...................         6,000          164,250
                                                                ------------
HOSPITALS -- 0.3%
  Health Management Associates, Inc. - Class
    A*.......................................         3,400           84,575
                                                                ------------
INVESTMENT COMPANIES -- 1.4%
  Bear Stearns Co............................         4,305          100,091
  Morgan Stanley Group, Inc..................         2,800          139,300
  Salomon, Inc...............................         2,800          127,750
                                                                ------------
                                                                     367,141
                                                                ------------
LIFE INSURERS -- 0.8%
  Conseco, Inc...............................         4,400          216,700
                                                                ------------
LODGING -- 1.5%
  Doubletree Corp.*..........................         4,200          167,475
  HFS, Inc.*.................................         3,400          227,375
                                                                ------------
                                                                     394,850
                                                                ------------
MACHINERY/EQUIPMENT -- 0.5%
  JLG Industries, Inc........................         7,200          135,000
                                                                ------------
MANAGED HEALTHCARE -- 0.8%
  Oxford Health Plans, Inc.*.................         4,600          228,850
                                                                ------------
MEDICAL SUPPLIES -- 0.6%
  Guidant Corp...............................         2,900          160,225
                                                                ------------
METALS -- 0.1%
  Harsco Corp................................           600           37,800
                                                                ------------
OILFIELD SERVICES/EQUIPMENT -- 1.1%
  Camco International, Inc...................         4,700          175,663
  Tidewater, Inc.............................         3,600          134,550
                                                                ------------
                                                                     310,213
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
12
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED) -- CONTINUED
- --------------------------------------------------------------------------------
BALANCED GROWTH FUND
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCKS
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
OIL/GAS PRODUCTION -- 1.1%
  Chesapeake Energy Corp.*...................         4,950     $    309,994
                                                                ------------
OTHER COMMERCIAL/INDUSTRIAL SERVICES -- 2.0%
  Corrections Corp. of America*..............         6,800          212,500
  National Education Corp.*..................         5,700          109,013
  PMT Services, Inc.*........................         6,200          125,550
  Robert Half International, Inc.*...........         2,300           84,813
                                                                ------------
                                                                     531,875
                                                                ------------
OTHER CONSUMER PRODUCTS -- 0.6%
  Blyth Industries, Inc.*....................         3,500          169,750
                                                                ------------
OTHER FINANCIAL SERVICES -- 0.7%
  Sunamerica, Inc............................         5,800          200,100
                                                                ------------
OTHER HEALTH SERVICES -- 0.9%
  HBO & Company..............................         3,600          240,300
                                                                ------------
OTHER PRODUCERS/MANUFACTURING -- 0.6%
  BMC Industries, Inc........................         5,800          166,025
                                                                ------------
OTHER RETAIL TRADE -- 0.6%
  CDW Computer Centers, Inc.*................         2,500          170,625
                                                                ------------
PAPER -- 0.6%
  Fort Howard Corp.*.........................         6,400          156,000
                                                                ------------
PIPELINES -- 0.2%
  Williams Companies, Inc....................         1,200           61,200
                                                                ------------
PUBLISHING -- 1.2%
  Gartner Group, Inc.*.......................         3,500          119,000
  Harte-Hanks Communications.................         5,800          161,675
  Meredith Corp..............................           800           39,500
                                                                ------------
                                                                     320,175
                                                                ------------
RECREATIONAL PRODUCTS -- 0.6%
  Fleetwood Enterprises......................         5,100          156,825
                                                                ------------
SAVINGS & LOAN ASSOCIATIONS -- 1.5%
  Charter One Financial, Inc.................         4,830          193,200
  Greenpoint Financial Corp..................         4,600          175,375
  TCF Financial Corp.........................           900           33,863
                                                                ------------
                                                                     402,438
                                                                ------------
SEMICONDUCTORS/ELECTRONIC COMPONENTS -- 2.5%
  Atmel Corp.*...............................         8,900          274,788
  Vitesse Semiconductor Corp.*...............         5,100          196,987
  Western Digital Corp.*.....................         5,500          220,687
                                                                ------------
                                                                     692,462
                                                                ------------
SOFTWARE -- 7.9%
  Aspen Technology Inc.*.....................         2,400          162,600
  BMC Software, Inc.*........................         2,700          214,650
  Cadence Design System, Inc.*...............         5,100          182,325
  Computer Associates International, Inc.....         2,850          170,288
  Compuware Corp.*...........................         4,300          196,725
  Integrated Systems, Inc.*..................         5,800          191,400
</TABLE>
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
SOFTWARE (CONTINUED)
  McAfee Associations, Inc.*.................         4,200     $    289,800
  Oracle Corp.*..............................         4,000          170,250
  Parametric Technology Co.*.................         3,600          177,750
  Peoplesoft, Inc.*..........................         2,700          224,774
  Rational Software Corp.*...................         5,000          170,624
                                                                ------------
                                                                   2,151,186
                                                                ------------
SPECIALTY CHAINS -- 1.2%
  Gap, Inc. Del..............................         5,100          147,262
  Rexall Sundown, Inc.*......................         4,900          178,850
                                                                ------------
                                                                     326,112
                                                                ------------
TELECOMMUNICATIONS EQUIPMENT -- 5.7%
  Ascend Communications, Inc.*...............         5,200          343,850
  Aspect Telecommunications, Inc.*...........         3,700          230,325
  Cascade Communications, Inc.*..............         3,400          277,100
  Pairgain Technologies, Inc.*...............         5,400          421,875
  TCSI Corp.*................................         3,500           46,375
  U.S. Robotics Corp.*.......................         3,400          219,725
                                                                ------------
                                                                   1,539,250
                                                                ------------
TELEPHONE -- 0.6%
  LCI International, Inc.*                .           5,100          160,650
                                                                ------------
TEXTILES -- 0.6%
  Carlisle Cos, Inc..........................         3,000          166,500
                                                                ------------
TOTAL COMMON STOCKS
  (Cost $11,953,375).......................................       15,847,354
                                                                ------------
<CAPTION>
 
                                                  Principal
                                                   Amount
<S>                                               <C>           <C>
- ----------------------------------------------------------------------------
CORPORATE BONDS -- 17.6%
- ----------------------------------------------------------------------------
AEROSPACE -- 0.9%
  Lockheed Martin Corp.
    7.75%, 05/01/26..........................     $ 250,000          248,750
                                                                ------------
BROADCASTING -- 1.0%
  Sinclair Broadcasting Group
    10.00%, 09/30/96.........................       200,000          203,000
  Telemundo Group, Inc.
    7.00%, 02/15/06..........................        75,000           71,813
                                                                ------------
                                                                     274,813
                                                                ------------
CLOTHING CHAINS -- 3.6%
  TJX Companies, Inc.
    6.625%, 06/15/00.........................     1,000,000          986,250
                                                                ------------
FINANCE COMPANIES -- 2.5%
  Contifinancial Corp.
    8.3755%, 08/15/03........................       500,000          497,500
  Ocwen Financial Corp.
    11.875%, 10/01/03........................       175,000          183,750
                                                                ------------
                                                                     681,250
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------

                                                                             13
<PAGE>
- -------------------------------------------------------------------
 
                                                 PRINCIPAL
                                                  AMOUNT     VALUE
 
- ---------------------------------------------------------
CORPORATE BONDS (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
GAMBLING -- 2.3%
  Bally's Grand, Inc.
    10.375%, 12/15/03........................     $ 150,000     $    165,000
  Casino Magic - Louisiana
    13.00%, 08/15/03.........................       200,000          204,250
  Majestic Star Casino
    12.75%, 05/15/03.........................       250,000          275,000
                                                                ------------
                                                                     644,250
                                                                ------------
LIFE INSURERS -- 1.9%
  Penncorp Financial Group
    9.25%, 12/15/03..........................       500,000          509,375
                                                                ------------
OIL/GAS PRODUCTION -- 0.3%
  KCS Energy, Inc.
    11.00%, 01/15/03.........................        75,000           81,750
                                                                ------------
OILFIELD SERVICES/EQUIPMENT -- 0.8%
  Cliffs Drilling
    10.25%, 05/15/03.........................       200,000          208,500
                                                                ------------
OTHER COMMUNICATION/INDUSTRIAL SERVICES -- 0.4%
  Iron Mountain, Inc.
    10.125%, 10/01/06........................       100,000          102,500
                                                                ------------
OTHER PRODUCERS/MANUFACTURING -- 0.6%
  J.B. Poindexter & Co.
    12.50%, 05/15/04.........................       175,000          168,438
                                                                ------------
SOAPS/COSMETICS -- 0.6%
  Revlon Consumer Products Corp.
    10.50%, 02/15/03.........................       150,000          156,750
                                                                ------------
SPECIALTY CHAINS -- 0.3%
  CompUSA, Inc.
    9.50%, 06/15/00..........................        75,000           77,250
                                                                ------------
TELECOMMUNICATIONS EQUIPMENT -- 0.9%
  Net Sat Servicos Ltd. A
    12.75%, 08/05/04.........................       225,000          240,187
                                                                ------------
TELEPHONE -- 1.5%
  Intermedia Communications of Florida
    0.00%, 05/15/06..........................       100,000           62,750
  PriceCellular Wire
    14.00%, 11/15/01.........................       200,000          180,000
  Teleport Communications
    9.875%, 07/01/06.........................        25,000           25,812
</TABLE>
 
                                                 PRINCIPAL
                                                  AMOUNT     VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
TELEPHONE (CONTINUED)
  Winstar Communications
    0.00%, 10/15/05..........................     $ 225,000     $    128,250
                                                                ------------
                                                                     396,812
                                                                ------------
TOTAL CORPORATE BONDS
  (Cost $4,663,779)........................................     $  4,776,874
                                                                ------------
U.S. TREASURY OBLIGATIONS -- 19.6%
- ----------------------------------------------------------------------------
U.S.TREASURY BONDS -- 3.5%
    8.125%, 08/15/21.........................       830,000     $    931,741
U.S.TREASURY NOTES -- 16.1%
    7.875%, 04/15/98.........................       180,000          184,883
    6.250%, 08/31/00.........................     1,000,000          994,800
    7.500%, 11/15/01.........................     1,040,000        1,085,500
    7.500%, 05/15/02.........................     1,000,000        1,047,310
    7.000%, 07/15/06.........................       750,000          765,855
    6.000%, 02/15/26.........................       350,000          307,766
                                                                ------------
                                                                   4,386,114
                                                                ------------
TOTAL U.S. TREASURY OBLIGATIONS
  (Cost $5,480,253)........................................     $  5,317,855
                                                                ------------
 
- ----------------------------------------------------------------------------
AGENCY OBLIGATIONS -- 2.7%
- ----------------------------------------------------------------------------
  Tennessee Valley Authority Notes
    6.375%, 06/15/05 (Cost $760,580).........       750,000          720,000
                                                                ------------
 
- ----------------------------------------------------------------------------
COMMERCIAL PAPER -- 1.6%
- ----------------------------------------------------------------------------
  Merrill Lynch & Co.
    5.85%, 10/01/96
    (Cost $430,000)..........................       430,000          430,000
                                                                ------------
TOTAL INVESTMENTS -- 99.8%
  (Cost $23,287,987).......................................       27,092,084
 
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.2%..............           67,599
                                                                ------------
 
NET ASSETS -- 100.0%.......................................     $ 27,159,683
                                                                ------------
<FN>
- ---------------
* Non-income producing security.
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
14
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
GOVERNMENT INCOME FUND
 
                                                 PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
U. S. TREASURY OBLIGATIONS -- 73.7%
- ---------------------------------------------------------
 
<TABLE>
<S>                                       <C>            <C>
U. S. TREASURY NOTES
  7.875%, 04/15/98...................     $1,835,000     $ 1,884,784
  6.250%, 08/31/00...................      1,100,000       1,094,280
  7.500%, 11/15/01...................        350,000         365,312
  7.000%, 07/15/06...................        750,000         765,855
  6.000%, 02/15/26...................        775,000         681,481
                                                         -----------
TOTAL U. S. TREASURY OBLIGATIONS
  (Cost $4,832,243).................................       4,791,712
                                                         -----------
</TABLE>
 
                                                 PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
 
<TABLE>
<S>                                       <C>            <C>
CORPORATE BONDS -- 20.4%
- --------------------------------------------------------------------
CIGNA CORPORATION -- 5.1%
  7.650% , 03/01/23..................     $  350,000     $   332,937
LOCKHEED MARTIN -- 15.3%
  7.750% , 05/01/26..................      1,000,000         995,000
                                                         -----------
TOTAL CORPORATE BONDS
  (Cost $1,304,309).................................       1,327,937
                                                         -----------
- --------------------------------------------------------------------
AGENCY OBLIGATIONS -- 3.7%
- --------------------------------------------------------------------
TENNESSEE VALLEY AUTHORITY
  6.375%, 06/15/05
  (Cost $258,725)....................        250,000         240,000
                                                         -----------
TOTAL INVESTMENTS -- 97.8%
  (Cost $6,395,277)..................                    $ 6,359,649
OTHER ASSETS LESS LIABILITIES -- 2.2%...............         140,268
                                                         -----------
NET ASSETS -- 100.0%................................     $ 6,499,917
                                                         -----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             15
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
MONEY MARKET FUND
 
                                                  PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
AGENCY OBLIGATIONS -- 8.0%
- ---------------------------------------------------------
 
<TABLE>
<S>                                               <C>           <C>
FEDERAL FARM CREDIT BANK DISCOUNT NOTES -- 0.4%
  5.40%, 11/26/96............................     $  60,000     $     59,496
FEDERAL HOME LOAN BANK DISCOUNT NOTES -- 3.9%
  5.14%, 10/25/96............................       100,000           99,657
  5.12%, 12/17/96............................       100,000           98,905
  5.56%, 04/30/97............................       100,000           96,741
  5.41%, 05/01/97............................       150,000          145,221
  5.52%, 03/03/97............................       120,000          117,185
                                                                ------------
                                                                     557,709
                                                                ------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 3.7%
  5.40%, 12/13/96............................        95,000           93,960
  5.34%, 05/23/97............................       150,000          144,794
  5.59%, 06/13/97............................       300,000          288,121
                                                                ------------
                                                                     526,875
                                                                ------------
TOTAL AGENCY OBLIGATIONS
  (Cost $1,144,080)........................................        1,144,080
                                                                ------------
 
- ----------------------------------------------------------------------------
COMMERCIAL PAPER -- 33.9%
- ----------------------------------------------------------------------------
ASSOCIATES CORP. -- 1.7%
  5.43%, 10/23/96............................       250,000          249,170
AMERICAN TELEPHONE & TELEGRAPH CO. -- 0.6%
  5.38%, 11/12/96............................       100,000           99,372
AMERICAN TELEPHONE & TELEGRAPH CO. -- 1.0%
  5.42%, 10/15/96............................       140,000          139,705
AVNET, INC. -- 1.2%
  5.33%, 10/03/96............................       170,000          169,950
BELL SOUTH TELECOMMUNICATIONS -- 1.8%
  5.32%, 10/04/96............................       252,000          251,888
CARGILL, INC. -- 1.2%
  5.41%, 10/10/96............................       175,000          174,763
COCA-COLA CO. -- 0.9%
  5.40%, 11/05/96............................       129,000          128,323
DUPONT -- 1.7%
  5.40%, 11/22/96............................       250,000          248,050
GANNETT CO. -- 2.1%
  5.43%, 10/17/96............................       300,000          299,276
GENERAL ELECTRIC CAPITAL CORP. -- 1.8%
  5.44%, 10/17/96............................       250,000          249,396
</TABLE>
 
                                                  PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
HEINZ CO. -- 1.1%
  5.35%, 10/07/96............................     $ 155,000     $    154,862
HEWLETT PACKARD CO. -- 1.2%
  5.41%, 10/11/96............................       175,000          174,737
INTERNATIONAL LEASE FINANCE CORP. -- 1.8%
  5.43%, 10/15/96............................       250,000          249,472
LACLEDE GAS CO. -- 2.1%
  5.50%, 11/13/96............................       300,000          298,029
MOTOROLA, INC. -- 2.1%
  5.42%, 10/02/96............................       300,000          299,955
NORWEST FINANCIAL, INC. -- 2.1%
  5.41%, 01/27/97............................       300,000          294,680
PHILIP MORRIS CO., INC. -- 1.8%
  5.43%, 10/15/96............................       250,000          249,472
PITNEY BOWES CREDIT CORP. -- 1.8%
  5.44%, 10/16/96............................       250,000          249,433
PROCTER & GAMBLE CO. -- 1.4%
  5.33%, 10/08/96............................       200,000          199,793
SCHERING CORP. -- 2.1%
  5.32%, 01/29/97............................       300,000          294,680
US WEST COMMUNICATIONS, INC. -- 0.7%
  5.41%, 10/15/96............................       100,000           99,790
USAA CAPITAL CORP. -- 1.7%
  5.44%, 02/03/97............................       250,000          245,278
                                                                ------------
TOTAL COMMERCIAL PAPER(Cost $4,820,074)....................        4,820,074
                                                                ------------
 
- ----------------------------------------------------------------------------
REPURCHASE AGREEMENT -- 58.5%
- ----------------------------------------------------------------------------
  Morgan J. P. & Co. $8,333,000 at 5.65%
    (Agreement dated 09/30/96, to be
    repurchased at $8,334,308 on 10/01/96;
    collateralized by $8,450,000 FNMA 5.25%
    due 05/13/98) (Value $8,671,583) (Cost
    $8,333,000)..............................     8,333,000        8,333,000
                                                                ------------
TOTAL INVESTMENTS -- 100.4%
  (Cost $14,297,154).......................................     $ 14,297,154
LIABILITIES IN EXCESS OF OTHER ASSETS -- 0.4%..............          (59,888)
                                                                ------------
NET ASSETS -- 100.0%.......................................     $ 14,237,266
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
16
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
EMERGING COUNTRIES FUND
 
                                                  NUMBER
                                                OF SHARES    VALUE
 
- ---------------------------------------------------------
 
COMMON STOCKS -- 97.4%
- ---------------------------------------------------------
 
<TABLE>
<S>                                             <C>          <C>
ARGENTINA -- 3.3%
  Cresud SA..................................      309,500   $   526,150
  Compania Naviera Perez Companc
    S.A. -- B................................       91,973       579,430
  Importadora y Exportadora de la
    Patagonia S.A............................       23,000       315,100
  Siderca S.A. -- A..........................      415,900       615,532
                                                             -----------
                                                               2,036,212
                                                             -----------
BRAZIL -- 8.5%
  Banco Bradesco S.A.........................   92,248,000       781,839
  Companhia Cervejaria Brahma S.A............    2,425,000     1,504,042
  Elevadores Atlas S.A.*.....................       14,000       150,892
  Itausa Investimentos S.A...................      654,000       512,640
  Lojas Arapua S.A...........................   43,300,000       729,728
  Lojas Renner S.A...........................   11,300,000       653,243
  Tam TransportesAereos Regionais S.A........    6,140,000       379,012
  Telec de Rio Janeiro S.A...................    4,736,000       519,725
  Telec de Rio Janeiro PN*...................       99,496        11,289
                                                             -----------
                                                               5,242,410
                                                             -----------
CHINA -- 0.2%
  Shanghai Post & Telecommunications.........      330,000       141,240
                                                             -----------
GREECE -- 0.4%
  Sarantis S.A...............................       25,900       268,416
                                                             -----------
HONG KONG -- 7.2%
  Anhui Gujing Distillery Co. *..............      248,200       180,381
  Cheung Kong Holdings LTD...................       35,000       269,300
  Qingling Motors Co.........................      720,000       276,995
  Guangdong Investments Holdings LTD.........      752,000       529,988
  Guangnan Holdings LTD......................      440,000       293,030
  HSBC Holdings LTD..........................       31,200       578,973
  Peregrine Investments Holdings LTD.........      424,000       671,667
  Peregrine Investments Warrants*............       42,400         7,950
  Shanghai Industrial Holdings LTD*..........      325,000       745,991
  Shenzhen Fangda Co. LTD....................      410,000       244,420
  Sinocan Holdings LTD.......................    1,428,000       637,088
                                                             -----------
                                                               4,435,783
                                                             -----------
HUNGARY -- 1.5%
  Gedeon Richter.............................       17,400       920,489
                                                             -----------
INDONESIA -- 2.4%
  PT Bank Bira -- Foreign....................      300,000       307,377
  PT Bukaka Teknik Utama -- Foreign*.........      120,000        97,067
  PT Citra Marga -- Foreign..................      260,000       176,661
  PT Gudang Garam -- Foreign.................       32,000       120,794
  PP London Sumatra Indonesia -- Foreign*....       92,000       228,214
  PT Medco Energi Corp. -- Foreign...........       17,000        18,335
  PT Semen Gresik -- Foreign.................       90,000       267,903
  PT Tigaraksa Satria -- Foreign.............       90,000       178,602
  PT Wicaksana Overseas -- Foreign...........       79,000        95,427
                                                             -----------
                                                               1,490,380
                                                             -----------
KOREA -- 3.5%
  Cho Hung Bank Co., LTD.....................       50,000       548,246
  Korea Electric Power Corp..................        3,980       132,376
  Korea Housing Bank*........................        8,000       190,058
  Korea Mobile Telecommunications Corp.......          440       481,298
</TABLE>
 
                                                  NUMBER
                                                OF SHARES    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                             <C>          <C>
KOREA (CONTINUED)
  LG Info & Communications LTD...............        5,100   $   630,665
  LG Info & Communications LTD (New).........          579        69,835
  Samsung Electronics -- (New)*..............            3           237
  Shinhan Bank...............................         3500        80,780
                                                             -----------
                                                               2,133,495
                                                             -----------
MALAYSIA -- 7.9%
  Ekran BHD..................................      128,000       551,592
  Fraser & Neave *...........................      158,000       756,524
  Fraser & Neave Warrants*...................       18,000        25,138
  Hume Industries............................       78,000       413,933
  Jaya Tiasa Holdings BHD....................      152,000       946,134
  Kian Joo Can Factory BHD...................       84,000       462,533
  Lityan Holdings BHD               .........        9,000        72,899
  Malayan Banking BHD........................       28,000       278,190
  O. Y. L. Industries BHD....................       43,000       437,515
  O. Y. L. Industries BHD-Rights*............        4,300        43,752
  Technology Resources Industries BHD*.......      120,000       316,016
  United Engineers LTD.......................       40,000       309,632
  Westmont Industries BHD....................      130,000       242,758
                                                             -----------
                                                               4,856,616
                                                             -----------
MEXICO -- 8.5%
  Acer Computec Latino
    America, S.A. de C.V.*...................       78,000       275,841
  Apasco S.A.................................       61,200       424,752
  Bafar S.A.*................................      131,000       215,152
  Cemex S.A..................................       42,270       175,239
  Consorcia S.A.*............................      317,000       680,185
  Convertidora Industrial S.A. de C.V.*......      401,200       462,310
  Corporacion Interamericana de Entertainment
    S.A.*....................................      570,900     1,404,943
  Gruma S.A.*................................       85,000       533,080
  Grupo Carso S.A............................      126,000       584,106
  Tablex S.A. de C.V.........................      186,000       468,080
                                                             -----------
                                                               5,223,688
                                                             -----------
PAKISTAN -- 0.7%
  SUI Northern Gas Pipelines*................      405,000       408,509
                                                             -----------
PERU -- 0.5%
  Cementos Norte Pacasmayo...................            1             1
  Telefonica de Peru S.A. -- B...............      116,664       263,435
                                                             -----------
                                                                 263,436
                                                             -----------
PHILIPPINES -- 3.7%
  Belle Corp.*...............................      860,000       252,459
  Empire East Land Holdings, Inc.*...........    1,820,000       971,407
  Far East Bank..............................        6,080       213,252
  Hi Cemente Corp.*..........................      398,000       133,526
  Marsman & Co., Inc.........................      755,000       273,447
  Selecta Dairy Products, Inc................       50,000         1,944
  Solid Group,Inc.*..........................    1,901,000       427,598
                                                             -----------
                                                               2,273,633
                                                             -----------
POLAND -- 5.5%
  Agros Holdings S.A.*.......................       21,300       644,421
  Bank Rozwoju Eksportu S.A..................       20,800       710,732
  Bank Slaski S.A............................        6,400       626,446
  Elektrim Spolda Akcyjna S.A................       65,000       636,234
  Mostosal-Export S.A........................      196,000       558,106
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             17
<PAGE>
- -------------------------------------------------------------------
 
                                                  NUMBER
                                                OF SHARES    VALUE
 
- ---------------------------------------------------------
 
COMMON STOCKS (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                             <C>          <C>
POLAND (CONTINUED)
  Zaklady Przemyslu Cukierniczego Jutrzenka
    S.A......................................        8,700   $   190,443
                                                             -----------
                                                               3,366,382
                                                             -----------
PORTUGAL -- 0.7%
  Portugal Telecom S.A.......................       15,650       402,044
                                                             -----------
SINGAPORE -- 0.5%
  Far East Levin.............................        70000       330,564
                                                             -----------
SOUTH AFRICA -- 2.9%
  De Beers Centenary AG......................       10,000       310,812
  King Food Holdings*........................    1,413,000       348,850
  Liberty Life Association of Africa LTD.....       14,500       438,692
  Metro Cash & Carry LTD.....................       80,000       273,339
  Western Areas Gold Mining Co., LTD.........       25,248       397,935
                                                             -----------
                                                               1,769,628
                                                             -----------
THAILAND -- 5.8%
  Grammy Entertainment PLC -- Foreign*.......        49000       585,995
  K.R. Precision Public Co., LTD -- Foreign..        9,440       159,989
  K.R. Precision Public Co., LTD -- Local....       45,000       146,263
  Nation Multimedia Group PLC -- Local.......       85,000       289,241
  Pizza Co. LTD -- Foreign...................       21,000       137,136
  Quality House Public Co. LTD -- Foreign....      170,000       381,196
  Serm Suk Co., LTD -- Local.................        2,000        43,273
  Serm Suk Co., LTD -- Foreign...............       10,700       328,324
  Thai Engine -- Foreign.....................       52,000       474,587
  Thai Farmers Bank -- Foreign...............       61,000       643,115
  Thai Farmers Bank -- Warrants*.............       10,250        10,081
  Tipco Asphalt Co., LTD -- Foreign..........       68,800       392,447
                                                             -----------
                                                               3,591,647
                                                             -----------
TURKEY -- 0.8%
  Aygaz A.S..................................    1,340,000       171,739
  Otosan Otomobil Sanayii A.S................      695,000       200,890
  Turk Siemens Kablo Ve Elektrik Sanayii
    A.S......................................      400,000       107,984
                                                             -----------
                                                                 480,613
                                                             -----------
UNITED STATES OF AMERICA+ -- 32.9%
  Abacan Resource Corp. (Nigeria)*...........       20,000       137,500
  Acer Computec Latino America, S.A. de C.V.
    (Mexico)*................................       54,000       951,750
  Banque Marocaine Commerce -- GDR
    (Morroco)*...............................       26,000       412,750
  Basic Petroleum International, LTD
    (Guatemala)*.............................        8,800       244,200
  BSES LTD -- GDR (India)....................       11,000       192,500
  BSES LTD -- GDR 144A (India)...............       10,000       175,000
  China Steel Co. (Taiwan)*..................       33,000       676,500
  CIA Telecom de Chile -- ADR (Chile)........        7,200       695,700
  Commercial International Bank of Egypt
    (Egypt)*.................................       42,105       652,628
  Credicorp LTD (Peru).......................       25,700       488,300
  Crompton Greaves LTD (India)*..............       35,000       179,375
  Elbit Vision Systems LTD (Israel)*.........       28,000       203,000
  First NIS Regional Fund (Russia)*..........       15,000       157,500
  Flextronics International LTD
    (Singapore)*.............................       13,800       381,225
  Grupo Industrial Maseca S.A. (Mexico)......       41,900       790,862
</TABLE>
 
                                                  NUMBER
                                                OF SHARES    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                             <C>          <C>
UNITED STATES OF AMERICA+ (CONTINUED)
  Gujarat Ambuja Cements -- GDR (India)......       42,600   $   372,750
  Hilfiger, Tommy Corp. (Hong Kong)..........        5,200       308,100
  Laboratorio Chile S.A. (Chile).............       34,300       561,662
  Larsen & Toubro Limited -- GDR (India).....       40,000       584,000
  M-Systems Flash Disk Pioneer (Israel)*.....       40,000       355,000
  Mahindra & Mahindra -- GDR (India)*........       55,000       563,750
  Moneda Chile Fund Limited (Chile)*.........       10,000        90,000
  Mosenergo -- ADR 144A (Russia)*............        5,900       158,562
  NICE-System, LTD (Israel)*.................       30,700       703,222
  Lukoil Holding -- ADR (Russia).............        8,600       318,200
  Orbotech LTD (Israel)*.....................       10,200       121,125
  P.T. Telekomunikasi (Indonesia)............       10,000       311,250
  Pliva D.D. -- GDR (Croatia)*...............        9,000       447,750
  Portugal Telecom S.A. (Portugal)...........        3,400        87,550
  ROC Taiwan Fund (Taiwan)*..................       45,000       483,750
  Samsung Electronics Co. -- New GDS
    (Korea)*.................................           14           350
  Samsung Electronics Co. -- Voting GDR
    (Korea)*.................................        6,000       300,600
  Saville Systems Ireland PLC (Ireland)*.....       10,800       380,700
  Siderurgica Venezolana Sivensa, Saica
    S.A.C.A. (Venezuela).....................      269,300       993,044
  Taiwan Fund, Inc...........................        3,750        86,719
  Tata Engineering & Locomotive Co. LTD
    (India)*.................................       60,000       780,000
  Tecnomatix Technologies LTD (Israel)*......       18,000       312,750
  Telecomunicacoes Brasileiras S.A. -- ADR
    (Brazil).................................       21,400     1,679,900
  Teledata Communications LTD (Israel)*......       58,400     1,073,100
  Telefonica DelPeru S.A. (Peru).............       22,000       503,250
  Total Access Communication Public Co.
    (Thailand)...............................       43,000       318,200
  Tubos de Acero de Mexico S.A. (Mexico)*....       78,200       850,425
  TV Filme, Inc. (Brazil)*...................       40,400       555,500
  Wockhardt LTD (India)*.....................       22,000       159,500
  Zagrebacka Banka -- GDR (Croatia)*.........       20,000       387,500
                                                             -----------
                                                              20,186,999
                                                             -----------
TOTAL COMMON STOCKS
  (Cost $54,718,875)......................................    59,822,184
                                                             -----------
<CAPTION>
 
                                                PRINCIPAL
                                                  AMOUNT        VALUE
<S>                                             <C>          <C>
- ------------------------------------------------------------------------
COMMERCIAL PAPER -- 4.3%
- ------------------------------------------------------------------------
  Merrill Lynch
    (Cost $2,631,000)
    5.85%, 10/01/96..........................   $2,631,000   $ 2,631,000
                                                             -----------
TOTAL INVESTMENTS -- 101.7%
  (Cost $57,349,875)......................................    62,453,184
LIABILITIES IN EXCESS OF OTHER ASSETS -- (1.7%)...........    (1,025,559)
                                                             -----------
NET ASSETS -- 100.0%......................................   $61,427,625
                                                             -----------
</TABLE>
 
- ---------------
*Non-Income Producing Security.
 
+Certain  securities issued by foreign companies are classified as United States
 securities as their underlying currency is the United States Dollar.
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
18
<PAGE>
SCHEDULE OF INVESTMENTS SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
INTERNATIONAL GROWTH FUND
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
COMMON STOCKS -- 100.4%
- ---------------------------------------------------------
 
<TABLE>
<S>                                               <C>           <C>
ARGENTINA -- 0.9%
  Compania Naviera Perez SA..................       41,870      $    263,781
  Siderca S.A................................       80,800           119,584
                                                                ------------
                                                                     383,365
                                                                ------------
AUSTRALIA -- 0.5%
  Australian Gas Light Co., LTD..............        1,083             5,830
  Westfield Holdings LTD.....................       14,600           232,332
                                                                ------------
                                                                     238,162
                                                                ------------
BELGIUM -- 0.9%
  Barco N.V..................................        2,465           406,194
                                                                ------------
BRAZIL -- 0.6%
  Companhia Cervejaria Brahma................      454,000           278,606
                                                                ------------
FINLAND -- 1.7%
  Raision Tehtaat Oy.........................        7,500           451,254
  Valmet Corp. Oy............................       15,500           255,360
                                                                ------------
                                                                     706,614
                                                                ------------
FRANCE -- 3.8%
  Cap Gemini Sogeti S.A.*....................        9,400           411,275
  Coflexip S.A...............................        7,700           329,442
  Lagardere Groupe S.A. (Non-voting).........          238             5,875
  Lagardere Groupe S.A.......................       11,500           283,860
  Salomon S.A................................          425           377,246
  Sidel S.A..................................        5,320           319,278
                                                                ------------
                                                                   1,726,976
                                                                ------------
GERMANY -- 6.5%
  CKAG Colonia Konzern AG....................        6,000           460,571
  Continental AG.............................       25,000           457,002
  Daimler-Benz AG*...........................        7,200           394,944
  Fresenius AG...............................        2,150           399,217
  Gehe AG....................................        4,500           300,629
  Gerresheimer Glas AG.......................        4,800            98,150
  SGL Carbon AG..............................        4,200           489,651
  Volkswagen AG..............................          900           334,818
                                                                ------------
                                                                   2,934,982
                                                                ------------
HONG KONG -- 4.0%
  Cheung Kong Holdings LTD...................       59,000           453,964
  Guangdong Investments......................      596,000           420,044
  Hong Kong & China Gas Co., LTD*............       67,200           114,274
  HSBC Holdings LTD..........................       24,800           460,209
  Qingling Motors Company....................      580,000           223,135
  Shanghai Industrial Holdings LTD*..........       60,000           137,721
                                                                ------------
                                                                   1,809,347
                                                                ------------
ITALY -- 0.6%
  Cn Eni SpA.................................       39,000           199,288
  Telecom Italia SpA.........................       40,000            88,874
                                                                ------------
                                                                     288,162
                                                                ------------
JAPAN -- 26.7%
  Aim Services Co., LTD......................        8,000           182,755
  Asatsu, Inc................................       17,000           670,101
  Bridgestone Corp...........................       12,000           216,081
  Canon, Inc.................................       31,000           608,197
  Daiichi Corp...............................       22,000           571,557
  Fuji Photo Film Co.........................       11,000           334,065
</TABLE>
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
JAPAN (CONTINUED)
  Hokuto Corp................................       10,000      $    426,428
  Honda Motor Co., LTD.......................       23,000           576,932
  Kawasaki Heavy Industries..................       83,000           399,292
  Kyocera Corp...............................        6,000           427,324
  Laox Co....................................       31,900           600,134
  Matsushita Electric Co.....................       30,000           502,576
  Minebea Co., LTD...........................       50,000           443,001
  Mitsui Fudosan.............................       44,000           583,382
  Mycal Corp.................................       22,000           350,817
  NEC Corp...................................       33,000           387,279
  Nichii Gakken Co...........................        3,000           151,579
  Nissan Motors Co.,.........................       30,000           241,613
  Sharp Corp.................................       35,000           580,067
  Shinko Electric Industries.................       13,000           427,413
  Sony Corp..................................       12,000           755,745
  TDK Corp...................................       12,000           744,994
  Terumo Corp................................       60,000           768,644
  Tokai Rika Co..............................       34,000           316,775
  Toshiba Corp...............................       57,000           393,702
  Toyoda Machine Works LTD...................       41,000           407,704
                                                                ------------
                                                                  12,068,157
                                                                ------------
KOREA -- 1.9%
  Cho Hung Bank Co., LTD.....................       16,000           175,439
  Korea Housing Bank*........................        4,000            95,029
  Korea Mobile Telecommunications Corp.......        3,100           339,096
  LG Information & Communication LTD.........        2,000           247,320
                                                                ------------
                                                                     856,884
                                                                ------------
MALAYSIA -- 2.6%
  Fraser & Neave Holdings BHD*...............       16,000            76,610
  Hume Industries BHD........................       24,000           127,364
  Malayan Banking BHD........................       20,000           198,707
  Metroplex BHD..............................       85,000           103,783
  O.Y.L. Industries BHD......................       14,000           142,447
  O.Y.L. Industries BHD-New*.................        2,100            21,367
  Technology Resources Industry BHD*.........       90,000           237,012
  United Engineers BHD.......................       35,000           270,928
                                                                ------------
                                                                   1,178,218
                                                                ------------
MEXICO -- 1.5%
  Apasco S.A.................................       49,400           342,856
  Cemex S.A..................................       34,780           144,187
  Convertidora Industrial SA de CV*..........      178,600           198,707
                                                                ------------
                                                                     685,750
                                                                ------------
NETHERLANDS -- 4.7%
  Baan Co., N.V.*............................       10,200           344,249
  IHC Caland N.V.............................        6,800           357,748
  ING Groep N.V..............................       10,000           311,807
  Internatio-Muller N.V......................       12,000           291,487
  Kon Ahrend N.V.*...........................        8,000           408,734
  Koninklijke Volker Stevin N.V.-CVA.........        1,500           133,131
  Oce-Van Der Grinten N.V....................        2,423           264,428
                                                                ------------
                                                                   2,111,584
                                                                ------------
NORWAY -- 1.0%
  Sensonor A/S*..............................       26,500           191,456
  Tomra Systems A/S..........................       23,000           254,558
                                                                ------------
                                                                     446,014
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             19
<PAGE>
- -------------------------------------------------------------------
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
PHILIPPINES -- 0.4%
  Empire East Land Holdings, Inc.*...........      358,000      $    191,079
                                                                ------------
POLAND -- 1.1%
  Agros Holdings.............................       16,000           484,072
                                                                ------------
SINGAPORE -- 0.5%
  Far East Levingston Shipbuilding LTD.......       46,000           217,228
                                                                ------------
SOUTH AFRICA -- 0.6%
  King Food Holdings LTD*....................      472,000           114,449
  Liberty Life Association of Africa LTD.....        5,500           166,400
                                                                ------------
                                                                     280,849
                                                                ------------
SPAIN -- 0.4%
  Telefonica de Espana SA....................       10,000           185,661
                                                                ------------
SWEDEN -- 3.0%
  Autoliv AB.................................        8,800           379,894
  Hennes & Mauritz AB........................        4,000           490,868
  Nordbanken AB..............................       18,400           472,151
                                                                ------------
                                                                   1,342,913
                                                                ------------
SWITZERLAND -- 1.1%
  Sandoz AG..................................          270           323,974
  Swiss Reinsurance Co.......................          150           157,995
                                                                ------------
                                                                     481,969
                                                                ------------
THAILAND -- 1.0%
  K.R. Precision Public Co.,- Foreign........        2,400            13,501
  Thai Farmers Bank Public Co., LTD-
    Foreign..................................       19,000           200,315
  Tipco Asphalt Public Co., LTD-Foreign......       40,000           228,167
                                                                ------------
                                                                     441,983
                                                                ------------
UNITED KINGDOM -- 16.7%
  Barratt Developments PLC...................      100,000           422,766
  British Aerospace PLC......................       26,000           430,110
  Dixons Group PLC...........................       43,000           353,143
  EMI Group PLC..............................           38               794
  GKN PLC....................................       23,295           409,071
  Goldsmiths Group PLC.......................       75,000           402,215
  Granada Group PLC..........................       29,000           388,921
  Kingfisher PLC.............................       57,000           565,402
  Logica PLC.................................       36,000           424,175
  Next PLC...................................       48,000           425,772
  PizzaExpress PLC...........................       54,900           409,611
  Powerscreen International PLC..............       58,000           499,036
  Provident Financial PLC....................       44,460           342,856
  Reuters Holdings PLC.......................       35,300           408,189
  Rolls-Royce PLC............................      110,000           412,510
  Shell Transport & Trading Co. PLC..........       27,000           412,197
  Siebe PLC..................................       27,400           432,247
  Thorn EMI PLC..............................           38               216
  Victrex PLC................................       90,000           395,286
  WPP Group PLC..............................      113,000           414,914
                                                                ------------
                                                                   7,549,431
                                                                ------------
UNITED STATES OF AMERICA+ -- 17.7%
  Abacan Resources Corp., (Nigeria)*.........       71,000           488,125
  Basic Peteroleum International, LTD
    (Guatemala)*.............................        6,400           177,600
</TABLE>
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
UNITED STATES OF AMERICA+ (CONTINUED)
  British Biotech PLC-ADR (United
    Kingdom)*................................        8,400      $    284,025
  Commercial International Bank (Egypt)*.....       21,050           326,275
  Elan Corp. PLC -ADR (Ireland)..............       12,800           382,400
  Flamel Technologies S.A.-ADR (France)*.....       32,000           244,000
  Flextronics International, LTD
    (Singapore)*.............................       10,300           284,538
  Gucci Group N.V. (Italy)...................        4,600           333,500
  ICTS International NV (Netherlands)*.......       20,000           245,000
  Larsen & Toubro LTD-GDR (India)............        8,117           115,667
  Lernout & Hauspie Speech Products N.V.
    (Belgium)*...............................       16,800           399,000
  L.G. Electronics, Inc.-GDR (South
    Korea)*..................................          372             3,263
  Memtec LTD-ADR (Australia).................        9,000           252,000
  Nice-Systems, LTD (Israel)*................        8,000           183,250
  P.T. Telekomunikasi-ADR (Indonesia)........        7,500           233,438
  Professional Staff PLC (United Kingdom)*...       28,000           297,500
  Qiagen N. V. (Netherlands)*................       19,500           575,249
  Rofin-Sinar Technologies, Inc.
    (Germany)*...............................       23,700           257,738
  Samsung Electronics LTD-GDR (Korea)*.......        5,000           250,000
  Samsung Electronics LTD-GDR New (Korea)*...           10               500
  Saville Systems PLC-ADR (Ireland)*.........       12,400           437,100
  Tag Heuer International S.A.-ADR
    (Switzerland)*...........................       14,500           286,375
  Tata Engineering & Locomotive Co.
    (India)*.................................       12,000           157,200
  Tecnomatix Technologies LTD (Israel)*......       14,000           243,250
  Telecomunicacoes Brasileiras - ADR
    (Brazil).................................        4,000           314,000
  Telefonos De Mexico S.A.-ADR (Mexico)......        9,150           293,944
  Tommy Hilfiger Corporation (Hong Kong)*....        6,700           396,975
  Tubos De Acero De Mexico-ADR (Mexico)*.....       19,000           206,625
  TV Filme, Inc. (Brazil)*...................       13,500           185,625
  Videotron Holdings PLC-ADR (United
    Kingdom).................................        8,000           136,000
                                                                ------------
                                                                   7,990,162
                                                                ------------
TOTAL COMMON STOCKS
  (Cost $41,609,691).......................................       45,284,362
                                                                ------------
- ----------------------------------------------------------------------------
RIGHTS/WARRANTS -- 0.0%
- ----------------------------------------------------------------------------
HONG KONG
  Hong Kong & China Gas Co., LTD-Warrants*...        5,600             1,702
                                                                ------------
THAILAND
  Thai Farmers Bank Public Co., LTD-
    Warrants*................................        3,250             3,197
                                                                ------------
TOTAL RIGHTS/WARRANTS
  (Cost $3,205)............................................            4,899
                                                                ------------
TOTAL INVESTMENTS -- 100.4%
  (Cost $41,612,896).......................................     $ 45,289,261
LIABILITIES IN EXCESS OF OTHER ASSETS -- (0.4%)............         (202,682)
                                                                ------------
NET ASSETS -- 100.0%.......................................     $ 45,086,579
                                                                ------------
<FN>
- ---------------
* Non-Income Producing Securities.
+ Certain securities issued by foreign companies are classified as United States
  securities as their underlying currency is the U.S. Dollar.
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
20
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
WORLDWIDE GROWTH FUND
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCK -- 97.5%
- ---------------------------------------------------------
 
<TABLE>
<S>                                               <C>           <C>
ARGENTINA -- 0.8%
  Compania Naviera Periz SA..................       82,715      $    521,104
  Siderca SA.................................      193,200           285,936
                                                                ------------
                                                                     807,040
                                                                ------------
AUSTRALIA -- 0.5%
  Australian Gas & Light Co., LTD............        3,170            17,066
  Westfield Holdings LTD.....................       30,000           477,395
                                                                ------------
                                                                     494,461
                                                                ------------
BELGIUM -- 1.4%
  Banque Bruxelles Lambert SA................        1,430           280,223
  Barco N.V..................................        6,620         1,090,873
                                                                ------------
                                                                   1,371,096
                                                                ------------
BRAZIL -- 0.6%
  Companhia Cervejaria Brahma................      900,000           552,302
                                                                ------------
FINLAND -- 1.3%
  Raision Tehtaat Oy.........................       14,300           860,390
  Valmet Oy..................................       25,000           411,872
                                                                ------------
                                                                   1,272,262
                                                                ------------
FRANCE -- 2.8%
  Cap Gemini Sogeti S.A.*....................       16,000           700,042
  Coflexip S.A.*.............................       14,800           633,213
  Lagardere Groupe S.A. (Non Trading)........          377             9,306
  Lagardere Groupe S.A.......................       18,200           449,239
  Salomon S.A................................          570           505,953
  Sidel S.A..................................        8,000           480,118
                                                                ------------
                                                                   2,777,871
                                                                ------------
GERMANY -- 5.2%
  CKAG Colonia Konzern AG....................       10,000           767,619
  Continental AG.............................       60,000         1,096,804
  Daimler Benz AG*...........................       10,000           548,533
  Fresenius AG...............................        5,450         1,011,969
  Gerresheimer Glas AG.......................       14,100           288,317
  SGL Carbon AG..............................        7,700           897,694
  Volkswagen AG..............................        1,700           632,434
                                                                ------------
                                                                   5,243,370
                                                                ------------
HONG KONG -- 2.7%
  Cheung Kong Holdings, LTD..................       89,000           684,792
  Guangdong Investments, LTD.................      898,000           632,885
  Hong Kong & China Gas Co., LTD*............      204,000           346,903
  HSBC Holdings, LTD.........................       37,200           690,314
  Qingling Motors, LTD.......................      860,000           330,855
                                                                ------------
                                                                   2,685,749
                                                                ------------
ITALY -- 1.0%
  Ente Nazionale Idrocarburi SpA.............      122,000           623,413
  Telecom Italia SpA.........................      182,000           404,378
                                                                ------------
                                                                   1,027,791
                                                                ------------
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
JAPAN -- 19.7%
  Asatsu, Inc................................       27,000      $  1,064,278
  Bank of Tokyo-Mitsubishi...................        2,000            43,539
  Bridgestone Corp...........................       29,000           522,195
  Canon, Inc.................................       50,000           980,963
  DDI Corp...................................           80           645,733
  Dalichi Corp...............................       52,000         1,350,952
  Hirose Electric............................        9,000           549,877
  Honda Motor Co., LTD.......................       30,000           752,519
  Ibiden Co., Ltd............................       36,000           351,534
  Kawasaki Heavy Industries..................      125,000           601,344
  Laox Co....................................       54,000         1,117,492
  Matsushita Electric Co.....................       50,000           837,626
  Minebea Co., LTD...........................      176,000         1,559,364
  Mitsui Fudosan Co..........................       86,000         1,140,246
  NEC Corp...................................       68,000           798,029
  Nippon Telephone & Telegraph...............          100           734,602
  Nissan Motors Co...........................       70,000           563,763
  Sharp Corp.................................       75,000         1,243,001
  Sony Corp..................................       22,000         1,385,532
  TDK Corp...................................       28,000         1,738,320
  Terumo Corp................................       85,000         1,088,914
  Toshiba Corp...............................      115,000           794,311
                                                                ------------
                                                                  19,864,134
                                                                ------------
KOREA -- 1.2%
  Cho Hung Bank Co., LTD.....................       22,000           241,228
  Korea Housing Bank*........................       15,000           356,360
  Korea Mobile Telecommunications Corp.......          180           196,895
  LG Information & Communicaiton LTD.........        3,000           370,979
                                                                ------------
                                                                   1,165,462
                                                                ------------
MALAYSIA -- 2.0%
  Hume Industries BHD........................       47,000           249,422
  Malayan Banking BHD........................       33,000           327,867
  Metroplex BHD..............................      200,000           244,194
  O.Y.L. Industries BHD......................       32,400           329,662
  O.Y.L. Ind. Rights* W*.....................        5,000            50,874
  Technology Resource Industries BHD*........      155,000           408,188
  United Engineers BHD.......................       50,000           387,040
                                                                ------------
                                                                   1,997,247
                                                                ------------
MEXICO -- 1.6%
  Apasco S.A.................................      114,100           791,899
  Cemex S.A..................................       81,110           336,257
  Convertidora Industrial S.A. de CV*........      399,700           460,582
                                                                ------------
                                                                   1,588,738
                                                                ------------
NETHERLANDS -- 2.8%
  IHC Caland N.V.............................       12,900           678,670
  ING Groep N.V..............................       17,000           530,071
  Kon Ahrend NV..............................       12,000           613,103
  Koninklijke Volker Stevin N.V.-CVA.........        5,400           479,271
  Oce-Van Der Grinten N.V....................        5,155           562,577
                                                                ------------
                                                                   2,863,692
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             21
<PAGE>
- -------------------------------------------------------------------
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCK (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
NORWAY -- 0.9%
  Sensonor A/S*..............................       54,100      $    390,860
  Tomra Systems A/S..........................       44,500           492,514
                                                                ------------
                                                                     883,374
                                                                ------------
PHILIPPINES -- 0.2%
  Empire East Land Holdings, Inc.*...........      436,000           232,711
                                                                ------------
POLAND -- 0.9%
  Agros Holdings S.A.*.......................       30,000           907,635
                                                                ------------
SINGAPORE -- 0.3%
  Far East Levingston Shipbuilding LTD.......       69,000           325,841
  United Overseas Bank LTD...................          495             4,816
                                                                ------------
                                                                     330,657
                                                                ------------
SOUTH AFRICA -- 0.5%
  Liberty Life Association of Africa LTD.....       18,000           544,583
                                                                ------------
SPAIN
  Telefonica De Espana SA....................       34,000           631,247
                                                                ------------
SWEDEN -- 3.2%
  Autoliv AB.................................       16,500           712,302
  Ericsson...................................       27,000           680,604
  Hennes & Mauritz AB........................        8,000           981,736
  Nordbanken AB..............................       33,000           846,792
                                                                ------------
                                                                   3,221,434
                                                                ------------
SWITZERLAND -- 1.1%
  Sandoz AG..................................          525           629,950
  Swiss Reinsurance Co.......................          450           473,986
                                                                ------------
                                                                   1,103,936
                                                                ------------
THAILAND -- 0.8%
  K.R. Precision Public Co., LTD --
    Foreign..................................        9,960            56,030
  Thai Farmers Bank Public Co., LTD --
    Foreign..................................       32,000           337,372
  Tipco Asphalt Public Co., LTD -- Foreign...       75,000           427,813
                                                                ------------
                                                                     821,215
                                                                ------------
UNITED KINGDOM -- 11.6%
  Barratt Developments PLC...................      150,000           634,149
  British Aerospace PLC......................       48,000           794,049
  Dixons Group PLC...........................       90,000           739,136
  EMI Group PLC..............................          126             2,634
  GKN PLC*...................................       44,055           798,210
  Granada Group PLC..........................       47,700           639,708
  Kingfisher PLC.............................       90,000           892,741
  Next PLC...................................       85,000           753,972
  PizzaExpress PLC...........................      100,000           746,104
  Powerscreen International PLC..............       73,000           628,097
  Reuters Holdings PLC.......................       93,400         1,080,025
  Rolls-Royce PLC............................      295,000         1,106,277
  Shell Transport & Trading Co. PLC..........       48,000           732,794
  Siebe PLC..................................       50,279           793,173
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
UNITED KINGDOM (CONTINUED)
  Thorn EMI PLC..............................          126      $        717
  Victrex PLC................................       98,000           430,423
  WPP Group PLC..............................      260,000           954,668
                                                                ------------
                                                                  11,726,877
                                                                ------------
UNITED STATES OF AMERICA+ -- 33.8%
  Abacan Resource Corp. (Nigeria)............      120,000           825,000
  Affiliated Computer Services, Inc.*........        4,000           235,000
  Anchor Gaming Inc..........................        3,400           211,650
  Ascend Communications, Inc.*...............        6,200           409,975
  Aspect Telecommunications, Inc.*...........        7,600           473,100
  Aspen Technologies, Inc.*..................        4,100           277,775
  Atlantic Coast Airlines, Inc.*.............        2,800            32,900
  Baan Co., N.V. (Netherlands)*..............       25,400           847,725
  Basic Petroleum International, LTD
    (Guatemela)*.............................        7,300           202,575
  Bed Bath & Beyond, Inc.*...................       14,000           383,250
  BMC Industries, Inc........................       10,600           303,425
  Boston Chicken, Inc.*......................        5,400           190,350
  British Biotech PLC (United Kingdom)*......       11,900           402,369
  BSES Limited GDR (India)...................       17,000           297,500
  Cadence Design Systems, Inc.*..............        9,250           330,688
  Callaway Golf Co...........................       11,500           392,438
  Cambridge Tech Partners, Inc.*.............        7,900           238,975
  Camco International, Inc...................        9,600           358,800
  Caraustar Industries, Inc..................        7,100           210,781
  Cascade Communication Corp.*...............        3,300           268,950
  Central Garden and Pet Co.*................        8,900           179,112
  Chesapeake Energy Co.*.....................        7,400           463,425
  Children's Comprehensive Services, Inc.....        8,800           156,200
  China Steel Co. (Taiwan)*..................       12,500           256,250
  Cisco Systems, Inc.*.......................        6,000           372,375
  Coachmen Industries, Inc...................       11,200           288,400
  Commercial International Bank (Egypt)*.....       42,105           652,828
  CompUSA, Inc.*.............................        9,000           486,000
  Compuware Inc.*............................        4,300           196,725
  Concord EFS, Inc.*.........................        4,150           106,863
  Continental Airlines, Inc., Class B........       18,200           407,225
  Danaher Corp...............................        2,500           103,437
  Elan Corp. PLC-ADR (Ireland)*..............       24,600           734,925
  Electronics For Imaging, Inc.*.............        5,100           365,925
  Encad, Inc.*...............................        7,400           309,875
  Executive Risk, Inc........................        5,400           207,900
  Finish Line, Inc.*.........................        8,100           384,750
  Flamel Technologies S.A. (France)*.........       48,600           370,575
  Foamex International, Inc.*................       13,800           224,250
  Gartner Group, Inc., Class A*..............        7,500           255,000
  Gucci Group N.V. (Italy)...................       10,800           783,000
  Guidant Corp...............................        3,700           204,425
  HBO & Co...................................        5,700           380,475
  HFS, Inc.*.................................        6,500           434,688
  Hologic, Inc.*.............................        4,900           137,200
  Integrated Systems, Inc.*..................        7,700           254,100
  International Specialty Products, Inc.*....       15,500           155,000
  Iomega Corp.*..............................        8,800           213,400
  Jones Medical Industries, Inc..............       13,625           660,813
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
22
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED) -- CONTINUED
- --------------------------------------------------------------------------------
WORLDWIDE GROWTH FUND
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCK (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
UNITED STATES OF AMERICA+ (CONTINUED)
  Larsen & Toubro LTD-GDR (India)............       30,000      $    438,000
  Lemout & Hauspie Speech Products N.V.
    (Belgium)*...............................       35,000           831,250
  L.G. Electronics, Inc., GDR New (South
    Korea)*..................................        1,668            14,632
  Liz Claiborne, Inc.........................        7,500           279,375
  McAfee Associates, Inc.*...................        4,000           276,000
  Medic Computer Systems, Inc.*..............       10,000           363,750
  Medicis Pharmaceutical Corp.*..............        5,200           250,900
  Memtec LTD-ADR (Australia).................       19,000           532,000
  Money Store, Inc...........................        8,750           231,875
  Morgan Stanley Group, Inc..................        6,000           298,500
  Nautica Enterprises, Inc.*.................        7,900           254,775
  NBTY, Inc.*................................       18,900           311,850
  New York Bancorp, Inc......................        1,300            41,112
  Nice-Systems, LTD (Israel)*................       40,000           916,250
  P.T. Telekomunikasi (Indonesia)............       14,000           435,750
  Pacific Sunwear of California*.............        9,100           299,162
  Pairgain Technology, Inc.*.................        5,800           453,125
  Peoplesoft, Inc.*..........................        3,300           274,725
  Petro Canada (Canada)......................       43,000           419,250
  PMT Services, Inc..........................        8,300           168,075
  Professional Staff PLC (United Kingdom)*...       47,000           499,375
  Quintiles Transnational Corp.*.............        4,200           307,650
  Reading & Bates Corp.*.....................       15,400           417,725
  Rexall Sundown, Inc.*......................        6,200           226,300
  Riser Foods, Inc...........................        7,600           197,600
  Robert Half International, Inc.*...........       14,300           527,312
  Rofin-Sinar Technologies, Inc. (Germany)*..       16,600           180,525
  Ross Stores Inc............................       13,600           489,600
  Safeskin Corp.*............................        5,100           177,225
  Samsung Electronics LTD-GDR (Korea)*.......        7,000           350,000
  Samsung Electronics LTD-GDR New (Korea)*...          172             8,600
  Saville Systems PLC (Ireland)*.............       27,400           965,850
  Showbiz Pizza Time, Inc.*..................       11,900           215,687
  SPX Corp...................................        8,200           244,975
  Student Loan Marketing Association.........        3,800           283,575
  Sun Microsystems, Inc.*....................        5,100           316,837
  Supertex, Inc.*............................       12,800           232,000
  TCF Financial Corp.........................        2,000            75,250
  Technitrol, Inc............................        6,100           169,275
  Tecnomatix Technology LTD (Israel)*........       23,000           399,625
  Telecomunicacoes Brasileiras -
    ADR (Brazil).............................        9,600           753,600
</TABLE>
 
                                                 NUMBER
                                                OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
UNITED STATES OF AMERICA+ (CONTINUED)
  Telefonos de Mexico S.A.-ADR (Mexico)......       20,850      $    659,806
  Tidewater, Inc.............................        9,400           351,325
  Transocean Offshore, Inc...................        7,000           428,750
  Tubos de Acero De Mexico-ADR (Mexico)*.....       47,000           511,125
  Tuntex Distinct Corp. (Taiwan)*............        5,001            35,123
  TV Filme, Inc. ADR (Brazil)*...............       10,500           144,375
  Universal Health Realty Income Trust*......        6,000           163,500
  Videotron Holdings PLC-ADR (United
    Kingdom)*................................       41,800           710,600
  Zions Bancorporation.......................        3,100           274,350
                                                                ------------
                                                                  34,056,063
                                                                ------------
TOTAL COMMON STOCKS
  (Cost $83,163,049).......................................
                                                                  98,170,947
                                                                ------------
- ----------------------------------------------------------------------------
WARRANTS/RIGHTS --
- ----------------------------------------------------------------------------
HONG KONG
  Hong Kong & China Gas Co., LTD-Warrants....       17,000             5,168
                                                                ------------
SINGAPORE
  United Overseas Bank LTD-Warrants..........          208               761
                                                                ------------
THAILAND
  Thai Farmers Bank-Warrants.................        5,375             5,286
                                                                ------------
TOTAL WARRANTS/RIGHTS
  (Cost $6,631)............................................
                                                                      11,213
                                                                ------------
</TABLE>
<TABLE>
<CAPTION>
                                         PRINCIPAL
                                          AMOUNT            VALUE
<S>                                     <C>              <C>
- ---------------------------------------------------------
 
<CAPTION>
COMMERCIAL PAPER -- 1.8%
<S>                                     <C>              <C>
- ----------------------------------------------
  Merrill Lynch 5.85%, 10/01/96
    (Cost $1,839,000)..............     $ 1,839,000      $  1,839,000
                                                         ------------
TOTAL INVESTMENTS -- 99.3%
  (Cost $85,008,680)...............................
                                                         $100,021,160
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.7%......
                                                              737,287
                                                         ------------
NET ASSETS -- 100.0%...............................
                                                         $100,758,447
                                                         ------------
<FN>
- ---------------
* Non-Income Producing Security.
+ Certain securities issued by companies are classified as United States securi-
  ties as their underlying currency is the U.S. Dollar.
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              23
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- CONTINUED
- --------------------------------------------------------------------------------
 
STATEMENTS OF ASSETS AND LIABILITIES FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
SEPTEMBER 30, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                   EMERGING            CORE            INCOME &
                                    GROWTH            GROWTH            GROWTH
                                     FUND              FUND              FUND
<S>                             <C>               <C>               <C>
                                ---------------------------------------------------
ASSETS
  Investments, at value *.....  $   610,921,587   $   501,507,845   $   120,339,331
  Foreign currencies, at
    value**...................               --                --                --
  Cash........................               --             4,046               900
  Receivable for investment
    securities sold...........        4,455,633         4,402,001         1,701,034
  Receivable for interests
    sold......................        1,367,624           566,885           323,581
  Dividends receivable........           79,563            56,430           215,769
  Interest receivable.........              262                --           621,033
  Due from adviser............               --                --                --
  Deferred organization
    costs.....................           18,693            24,091            11,947
  Other assets................            3,879            25,137               532
                                ---------------------------------------------------
    Total assets..............      616,847,241       506,586,435       123,214,127
                                ---------------------------------------------------
LIABILITIES
  Payable for investment
    securities purchased......               --                --                --
  Payable for interests
    repurchased...............        7,426,621         7,012,750         2,792,669
  Due to adviser..............          743,930           534,968            48,882
  Accrued expenses and other
    liabilities...............          734,179           396,561           104,065
                                ---------------------------------------------------
    Total liabilities.........        8,904,730         7,944,279         2,945,616
                                ---------------------------------------------------
NET ASSETS....................  $   607,942,511   $   498,642,156   $   120,268,511
                                ---------------------------------------------------
COMPOSITION OF NET ASSETS
  Paid-in capital.............  $   355,184,425   $   343,504,966   $    81,533,055
  Accumulated net investment
    income (deficit)..........       (8,203,977)       (1,423,696)       13,587,460
  Accumulated net realized
    gain (loss)...............       87,904,363        47,256,935         9,362,281
  Accumulated net realized
    foreign exchange gain
    (loss)....................               --                --                --
  Net unrealized foreign
    exchange gain (loss)......               --                --                --
  Net unrealized appreciation
    (depreciation) on
    investments...............      173,057,700       109,303,951        15,785,715
                                ---------------------------------------------------
    Net assets................  $   607,942,511   $   498,642,156   $   120,268,511
                                ---------------------------------------------------
   * Investments, at cost.....  $   437,863,887   $   392,203,894   $   104,553,616
                                ---------------------------------------------------
  ** Foreign currencies, at
    cost......................               --                --                --
                                ---------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
24
<PAGE>
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   BALANCED         GOVERNMENT           MONEY           EMERGING        INTERNATIONAL
                                    GROWTH            INCOME            MARKET           COUNTRIES          GROWTH
                                     FUND              FUND              FUND              FUND              FUND
<S>                             <C>               <C>               <C>               <C>               <C>
                                ---------------------------------------------------------------------------------------
ASSETS
  Investments, at value *.....  $    27,092,084   $     6,359,649   $    14,297,154   $    62,453,184   $    45,289,261
  Foreign currencies, at
    value**...................               --                --                --           346,142         1,429,378
  Cash........................              651            33,349             1,194               666                --
  Receivable for investment
    securities sold...........        1,110,525                --                --           935,576            41,818
  Receivable for interests
    sold......................           26,500                74                --           507,199         1,431,833
  Dividends receivable........            3,759                --                --            46,169           110,535
  Interest receivable.........          204,673           138,781             1,308                --                --
  Due from adviser............               --                --             5,238                --                --
  Deferred organization
    costs.....................            8,522             7,839             7,022                --               679
  Other assets................               61                 9               100             2,800             1,032
                                ---------------------------------------------------------------------------------------
    Total assets..............       28,446,775         6,539,701        14,312,016        64,291,736        48,304,536
                                ---------------------------------------------------------------------------------------
LIABILITIES
  Payable for investment
    securities purchased......               --                --            41,605         2,764,775         3,039,586
  Payable for interests
    repurchased...............        1,126,250                --                --             9,137                --
  Due to adviser..............          139,356                90                --                --                --
  Accrued expenses and other
    liabilities...............           21,486            39,694            33,145            90,199           178,371
                                ---------------------------------------------------------------------------------------
    Total liabilities.........        1,287,092            39,784            74,750         2,864,111         3,217,957
                                ---------------------------------------------------------------------------------------
NET ASSETS....................  $    27,159,683   $     6,499,917   $    14,237,266   $    61,427,625   $    45,086,579
                                ---------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
  Paid-in capital.............  $    19,872,942   $     5,780,066   $    14,237,637   $    56,430,674   $    40,848,416
  Accumulated net investment
    income (deficit)..........        1,740,133           891,155                --            84,234           119,725
  Accumulated net realized
    gain (loss)...............        1,742,511          (135,676)             (371)         (134,561)          349,175
  Accumulated net realized
    foreign exchange gain
    (loss)....................               --                --                --           (57,873)           95,152
  Net unrealized foreign
    exchange gain (loss)......               --                --                --             1,842            (2,254)
  Net unrealized appreciation
    (depreciation) on
    investments...............        3,804,097           (35,628)               --         5,103,309         3,676,365
                                ---------------------------------------------------------------------------------------
    Net assets................  $    27,159,683   $     6,499,917   $    14,237,266   $    61,427,625   $    45,086,579
                                ---------------------------------------------------------------------------------------
   * Investments, at cost.....  $    23,287,987   $     6,395,277   $    14,297,154   $    57,349,875   $    41,612,896
                                ---------------------------------------------------------------------------------------
  ** Foreign currencies, at
    cost......................               --                --                --   $       345,999   $     1,439,151
                                ---------------------------------------------------------------------------------------
 
<CAPTION>
                                   WORLDWIDE
                                    GROWTH
                                     FUND
<S>                             <C>
 
ASSETS
  Investments, at value *.....  $   100,021,160
  Foreign currencies, at
    value**...................        2,666,936
  Cash........................              530
  Receivable for investment
    securities sold...........        1,969,837
  Receivable for interests
    sold......................          122,036
  Dividends receivable........          201,917
  Interest receivable.........               --
  Due from adviser............               --
  Deferred organization
    costs.....................            9,703
  Other assets................              351
 
    Total assets..............      104,992,470
 
LIABILITIES
  Payable for investment
    securities purchased......        3,978,944
  Payable for interests
    repurchased...............          135,963
  Due to adviser..............               --
  Accrued expenses and other
    liabilities...............          119,116
 
    Total liabilities.........        4,234,023
 
NET ASSETS....................  $   100,758,447
 
COMPOSITION OF NET ASSETS
  Paid-in capital.............  $    69,608,120
  Accumulated net investment
    income (deficit)..........          488,560
  Accumulated net realized
    gain (loss)...............       14,898,238
  Accumulated net realized
    foreign exchange gain
    (loss)....................          757,906
  Net unrealized foreign
    exchange gain (loss)......           (6,857)
  Net unrealized appreciation
    (depreciation) on
    investments...............       15,012,480
 
    Net assets................  $   100,758,447
 
   * Investments, at cost.....  $    85,008,680
 
  ** Foreign currencies, at
    cost......................  $     2,691,094
 
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                              25
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF OPERATIONS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
FOR THE YEAR ENDED SEPTEMBER 30, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                  EMERGING      CORE GROWTH     INCOME &
                                 GROWTH FUND       FUND       GROWTH FUND
<S>                             <C>            <C>            <C>
                                ------------------------------------------
INVESTMENT INCOME:
  Dividends...................  $     465,839  $     535,873  $    749,168
  Interest....................        847,900        719,415     1,736,898
                                ------------------------------------------
  Total income................      1,313,739      1,255,288     2,486,066
                                ------------------------------------------
EXPENSES:
  Advisory fee................      3,017,321      1,712,555       423,507
  Accounting fee..............         92,788         80,662        39,399
  Administration fee..........         17,500         70,223        17,372
  Audit & tax fees............         75,900         57,549        14,237
  Custodian fee...............         67,232         38,123        11,582
  Insurance...................          7,775          2,861           668
  Legal fee...................          3,402          2,579           638
  Miscellaneous...............         25,752         19,904         4,830
  Organization costs..........          4,269          7,792         3,865
  Trustees' fee...............          3,564          3,564         3,564
                                ------------------------------------------
  Total expense...............      3,315,503      1,995,812       519,662
  Reimbursement to (from)
    adviser...................             --             --        16,780
                                ------------------------------------------
  Net expenses................      3,315,503      1,995,812       536,442
                                ------------------------------------------
  Net investment income
    (deficit).................     (2,001,764)      (740,524)    1,949,624
                                ------------------------------------------
NET REALIZED AND UNREALIZED
  GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss)
    from security
    transactions..............     63,561,561     28,329,596     6,413,257
  Net realized foreign
    exchange loss.............             --             --            --
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currencies................     12,427,523     20,550,277     1,520,523
                                ------------------------------------------
  Net gain (loss) on
    investments...............     75,989,084     48,879,873     7,933,780
                                ------------------------------------------
NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS...  $  73,987,320  $  48,139,349  $  9,883,404
                                ------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
26
<PAGE>
- -------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                            EMERGING
                                  BALANCED    GOVERNMENT   MONEY MARKET    COUNTRIES    INTERNATIONAL  WORLDWIDE
                                GROWTH FUND   INCOME FUND      FUND           FUND      GROWTH FUND   GROWTH FUND
<S>                             <C>           <C>          <C>            <C>           <C>           <C>
                                ----------------------------------------------------------------------------------
INVESTMENT INCOME:
  Dividends...................  $     30,032           --            --   $    323,642  $    244,293  $    507,538
  Interest....................       422,677  $   149,963   $   173,628         59,829        30,185        42,376
                                ----------------------------------------------------------------------------------
  Total income................       452,709      149,973       173,628        383,471       274,478       549,914
                                ----------------------------------------------------------------------------------
EXPENSES:
  Advisory fee................        96,012        9,588         8,015        271,596       196,401       505,580
  Accounting fee..............        37,500       37,500        37,500         45,266        37,500        37,733
  Administration fee..........         3,937          736           981          6,654         6,031        15,562
  Audit & tax fees............         3,228          606           811          5,481         4,954        12,757
  Custodian fee...............        11,681        7,278         7,791         12,202        17,797        60,163
  Insurance...................            91          110            31            132           168           735
  Legal fee...................           145           27            37            246           222           572
  Miscellaneous...............         1,095          207           275          1,859         1,681         4,328
  Organization costs..........         2,758        2,536         2,469             --           150         3,156
  Trustees' fee...............         3,564        3,564         3,564          3,564         3,564         3,564
                                ----------------------------------------------------------------------------------
  Total expense...............       160,011       62,152        61,474        347,000       268,468       644,150
  Reimbursement to (from)
    adviser...................       (38,396)     (47,770)      (47,047)           642        (3,327)      (37,454)
                                ----------------------------------------------------------------------------------
  Net expenses................       121,615       14,382        14,427        347,642       265,141       606,696
                                ----------------------------------------------------------------------------------
  Net investment income
    (deficit).................       331,094      135,591       159,201         35,829         9,337       (56,782)
                                ----------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED
  GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss)
    from security
    transactions..............     1,032,726     (134,140)          (46)       121,909       538,673     7,403,797
  Net realized foreign
    exchange loss.............            --           --            --        (33,016)      (70,052)     (149,957)
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currencies................     1,059,501       38,130            --      3,726,624     1,140,702      (124,779)
                                ----------------------------------------------------------------------------------
  Net gain (loss) on
    investments...............     2,092,227      (96,010)          (46)     3,815,517     1,609,323     7,129,061
                                ----------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS...  $  2,423,321  $    39,581   $   159,155   $  3,851,346  $  1,618,660  $  7,072,279
                                ----------------------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                              27
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
<TABLE>
<CAPTION>
                                      EMERGING GROWTH FUND                  CORE GROWTH FUND
                                ---------------------------------   ---------------------------------
                                    FOR THE                             FOR THE
                                 PERIOD ENDED                        PERIOD ENDED
                                 SEPTEMBER 30,        FOR THE        SEPTEMBER 30,        FOR THE
                                     1996           YEAR ENDED           1996           YEAR ENDED
                                  (UNAUDITED)     MARCH 31, 1996      (UNAUDITED)     MARCH 31, 1996
<S>                             <C>               <C>               <C>               <C>
                                ---------------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................  $    (2,001,764)  $    (2,945,373)  $      (740,524)  $      (752,357)
  Net realized gain (loss)
    from security transactions
    and foreign exchange......       63,561,561        78,797,996        28,329,596        50,587,998
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currency..................       12,427,523        91,635,716        20,550,277        52,583,826
                                ---------------------------------------------------------------------
      Net increase in net
        assets from
        operations............       73,987,320       167,488,339        48,139,349       102,419,467
                                ---------------------------------------------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...      151,775,458       107,044,506        72,503,285       113,757,799
  Withdrawals by partners.....     (201,906,649)     (161,495,614)      (42,543,081)      (79,489,585)
                                ---------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............      (50,131,191)      (54,451,108)       29,960,204        34,268,214
                                ---------------------------------------------------------------------
      Total increase
        (decrease) in net
        assets................       23,856,129       113,037,231        78,099,553       136,687,681
NET ASSETS
  BEGINNING OF PERIOD.........      584,086,382       471,049,151       420,542,603       283,854,922
                                ---------------------------------------------------------------------
  END OF PERIOD...............  $   607,942,511   $   584,086,382   $   498,642,156   $   420,542,603
                                ---------------------------------------------------------------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
28
<PAGE>
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                          GOVERNMENT
                                      INCOME & GROWTH FUND                BALANCED GROWTH FUND            INCOME FUND
                                ---------------------------------   ---------------------------------   ---------------
                                    FOR THE                             FOR THE                             FOR THE
                                 PERIOD ENDED                        PERIOD ENDED                        PERIOD ENDED
                                 SEPTEMBER 30,        FOR THE        SEPTEMBER 30,        FOR THE        SEPTEMBER 30,
                                     1996           YEAR ENDED           1996           YEAR ENDED           1996
                                  (UNAUDITED)     MARCH 31, 1996      (UNAUDITED)     MARCH 31, 1996      (UNAUDITED)
<S>                             <C>               <C>               <C>               <C>               <C>
                                ---------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................  $     1,949,624   $     4,142,172   $       331,094   $       638,909   $       135,591
  Net realized gain (loss)
    from security transactions
    and foreign exchange......        6,413,257        10,319,301         1,032,726         2,837,068          (134,140)
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currency..................        1,520,523        10,732,341         1,059,501           742,010            38,130
                                ---------------------------------------------------------------------------------------
      Net increase in net
        assets from
        operations............        9,883,404        25,193,814         2,423,321         4,217,987            39,581
                                ---------------------------------------------------------------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...       14,602,221        15,608,507         4,474,202         4,914,004         3,928,620
  Withdrawals by partners.....      (15,975,050)      (35,130,807)       (3,582,391)       (7,102,941)       (1,946,278)
                                ---------------------------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............       (1,372,829)      (19,522,300)          891,811        (2,188,937)        1,982,342
                                ---------------------------------------------------------------------------------------
      Total increase
        (decrease) in net
        assets................        8,510,575         5,671,514         3,315,132         2,029,050         2,021,923
NET ASSETS
  BEGINNING OF PERIOD.........      111,757,936       106,086,422        23,844,551        21,815,501         4,477,994
                                ---------------------------------------------------------------------------------------
  END OF PERIOD...............  $   120,268,511   $   111,757,936   $    27,159,683   $    23,844,551   $     6,499,917
                                ---------------------------------------------------------------------------------------
 
<CAPTION>
 
                                    FOR THE
                                  YEAR ENDED
                                MARCH 31, 1996
<S>                             <C>
 
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................  $       291,713
  Net realized gain (loss)
    from security transactions
    and foreign exchange......          363,388
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currency..................         (175,424)
 
      Net increase in net
        assets from
        operations............          479,677
 
TRANSACTIONS IN INTERESTS
  Contributions by partners...        3,577,045
  Withdrawals by partners.....       (4,912,231)
 
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............       (1,335,186)
 
      Total increase
        (decrease) in net
        assets................         (855,509)
NET ASSETS
  BEGINNING OF PERIOD.........        5,333,503
 
  END OF PERIOD...............  $     4,477,994
 
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              29
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST --
Continued
 
<TABLE>
<CAPTION>
                                        MONEY MARKET FUND
                                ---------------------------------
                                    FOR THE
                                 PERIOD ENDED
                                 SEPTEMBER 30,        FOR THE
                                     1996           YEAR ENDED
                                  (UNAUDITED)     MARCH 31, 1996
<S>                             <C>               <C>
                                ---------------------------------
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................  $       159,201   $       200,767
  Net realized gain (loss)
    from security transactions
    and foreign exchange......              (46)             (325)
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currency..................               --                --
                                ---------------------------------
      Net increase (decrease)
        in net assets from
        operations............          159,155           200,442
                                ---------------------------------
DISTRIBUTIONS TO PARTNERS
  Net investment income.......         (159,201)         (200,767)
                                ---------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...       96,795,508        22,265,784
  Withdrawals by partners.....      (85,732,043)      (22,108,039)
                                ---------------------------------
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............       11,063,465           143,452
                                ---------------------------------
      Total increase
        (decrease) in net
        assets................       11,063,419           143,127
NET ASSETS
  BEGINNING OF PERIOD.........        3,173,847         3,030,720
                                ---------------------------------
  END OF PERIOD...............  $    14,237,266   $     3,173,847
                                ---------------------------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
30
<PAGE>
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                           WORLDWIDE
                                     EMERGING COUNTRIES FUND            INTERNATIONAL GROWTH FUND         GROWTH FUND
                                ---------------------------------   ---------------------------------   ---------------
                                    FOR THE                             FOR THE                             FOR THE
                                 PERIOD ENDED                        PERIOD ENDED                        PERIOD ENDED
                                 SEPTEMBER 30,        FOR THE        SEPTEMBER 30,        FOR THE        SEPTEMBER 30,
                                     1996           YEAR ENDED           1996           YEAR ENDED           1996
                                  (UNAUDITED)     MARCH 31, 1996      (UNAUDITED)     MARCH 31, 1996      (UNAUDITED)
<S>                             <C>               <C>               <C>               <C>               <C>
                                ---------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................  $        35,829   $        26,122   $       (56,782)  $        73,015   $       (56,782)
  Net realized gain (loss)
    from security transactions
    and foreign exchange......           88,893           (61,164)        7,253,840           259,455         7,253,840
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currency..................        3,726,624         1,751,439          (124,779)        2,584,830          (124,779)
                                ---------------------------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        operations............        3,851,346         1,716,397         7,072,279         2,917,300         7,072,279
                                ---------------------------------------------------------------------------------------
DISTRIBUTIONS TO PARTNERS
  Net investment income.......               --                --                --                --                --
                                ---------------------------------------------------------------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...       39,571,901        16,175,253         6,500,703         6,044,445         6,500,703
  Withdrawals by partners.....       (1,894,608)       (1,272,742)      (13,157,561)       (2,768,514)      (13,157,561)
                                ---------------------------------------------------------------------------------------
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............       37,677,293        14,902,511        (6,656,858)        3,275,931        (6,656,858)
                                ---------------------------------------------------------------------------------------
      Total increase
        (decrease) in net
        assets................       41,528,639        16,618,908           415,421         6,193,231           415,421
NET ASSETS
  BEGINNING OF PERIOD.........       19,898,986         3,280,078        23,805,628        17,612,397       100,343,026
                                ---------------------------------------------------------------------------------------
  END OF PERIOD...............  $    61,427,625   $    19,898,986   $    45,086,579   $    23,805,628   $   100,758,447
                                ---------------------------------------------------------------------------------------
 
<CAPTION>
 
                                    FOR THE
                                  YEAR ENDED
                                MARCH 31, 1996
<S>                             <C>
 
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................  $       299,362
  Net realized gain (loss)
    from security transactions
    and foreign exchange......        9,015,557
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currency..................        9,091,917
 
      Net increase (decrease)
        in net assets from
        operations............       18,406,836
 
DISTRIBUTIONS TO PARTNERS
  Net investment income.......               --
 
TRANSACTIONS IN INTERESTS
  Contributions by partners...       17,650,729
  Withdrawals by partners.....      (33,276,911)
 
      Net increase (decrease)
        in net assets from
        transactions in
        interests.............      (15,626,182)
 
      Total increase
        (decrease) in net
        assets................        2,780,654
NET ASSETS
  BEGINNING OF PERIOD.........       97,562,372
 
  END OF PERIOD...............  $   100,343,026
 
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              31
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS
- -------------------------------------------------------------------
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION
 
  Nicholas-Applegate Investment Trust (the "Master Trust"), a diversified,
open-end management investment company organized as a Delaware business trust,
is comprised of fifteen investment vehicles (each a "Fund" and collectively the
"Funds") as of September 30, 1996. Up to five Portfolios of Nicholas-Applegate
Mutual Funds have invested in the respective Funds of the Master Trust to
achieve their investment objective.
 
  The investment objectives of the Funds are as follows:
 
  Emerging Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in equity securities of U.S. companies with less than $500
million in market capitalization.
 
  Core Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in U.S. companies, generally over $500 million in total
stock market value.
 
  Income & Growth Fund seeks to maximize total return through investment
primarily in convertible and equity securities of U.S. companies.
 
  Balance Growth Fund seeks to provide a balance of long-term capital
appreciation and current income by investing approximately 60% of its total
assets in equity and convertible securities of primarily U.S. companies and 40%
of its total assets in debt securities, money market instruments and other
short-term investments.
 
  Government Income Fund seeks to maximize current income through investment
primarily in intermediate-term debt securities of the U.S. government and its
agencies and instrumentalities.
 
  Money Market Fund seeks to achieve a high level of current income consistent
with preservation of capital and maintenance of liquidity through investment in
investment grade securities with an average maturity of 90 days.
 
  Worldwide Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in growth stocks of U.S. and foreign companies.
 
  International Growth Fund seeks to maximize long-term capital appreciation
through investment primariily in equity securities of non-U.S. companies.
 
  Emerging Countries Fund seeks to maximize long-term capital appreciation
through investment primarily in equity securities of companies in developing
countries of the world.
 
  Pursuant to Rule 24f-2 under the Investment Company Act, the Trust has elected
to register an indefinite number of shares. The Trust commenced operations on
April 19, 1993.
 
SECURITIES TRANSACTIONS
 
  Equity securities are valued at the last sale price (for exchange-listed
securities) or the mean between the last bid and asked price (if lacking any
sales and for over-the-counter securities). Debt securities generally are valued
at the mean between the last bid and asked prices. Securities with 60 days or
less remaining to maturity are valued on an amortized cost basis which
approximates market value.
 
  Securities for which market quotations are not readily available are valued at
fair value determined in good faith by or under the direction of the Master
Trust's Board of Trustees.
 
  Securities transactions are recognized on the trade date. Realized gains and
losses from securities transactions are calculated using the first-in, first-out
method. Dividend income is recognized on the ex-dividend date, and interest
income is recorded on the accrual basis. Discounts and premiums on securities
purchased are amortized over the life of the respective securities. The
prospectus for Nicholas-Applegate
 
- --------------------------------------------------------------------------------
 
32
<PAGE>
- -------------------------------------------------------------------
Mutual Funds describes each Portfolio's policies with respect to declaration and
payment of dividends and distribution of capital gains.
 
FEDERAL INCOME TAXES
 
  The Funds are treated as partnerships for federal income tax purposes. Any
interest, dividends and gains or losses of a Fund will be deemed to have been
"passed through" to the Portfolios.
 
DEFERRED ORGANIZATION COSTS
 
  Organization costs incurred by the Master Trust have been allocated to the
various Funds based upon management's best estimate of the costs applicable to
each Fund. These costs have been deferred and will be amortized over a period of
60 months from the date the Funds commenced operations.
 
USE OF ESTIMATES
 
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
 
B. TRANSACTIONS WITH AFFILIATES
 
ADVISORY AGREEMENTS
 
  The investment adviser to the Master Trust is Nicholas-Applegate Capital
Management ("Nicholas-Applegate") The advisory fee is computed daily for the
Funds based upon the following percentages of each Fund's average daily net
assets:
 
<TABLE>
<CAPTION>
                        FIRST $500     NEXT $500    EXCESS OF
        FUND              MILLION       MILLION    $1 BILLION
- ---------------------  -------------  -----------  -----------
<S>                    <C>            <C>          <C>
Emerging Growth
 Fund................        1.00%         1.00%        1.00%
Core Growth Fund.....        0.75%        0.675%        0.65%
Income & Growth
 Fund................        0.75%        0.675%        0.65%
Balanced Growth
 Fund................        0.75%        0.675%        0.65%
Government Income
 Fund................        0.40%         0.35%        0.35%
Money Market Fund....        0.25%       0.2275%      0.2275%
Emerging Countries
 Fund................        1.25%         1.25%        1.25%
International Growth
 Fund................        1.00%         0.90%        0.85%
Worldwide Growth
 Fund................        1.00%         0.90%        0.85%
</TABLE>
 
  The cumulative unreimbursed amounts paid by Nicholas-Applegate on behalf of
the Funds, during the period from inception (respectively) to September 30,
1996, are as follows:
 
<TABLE>
<CAPTION>
                    FUND
- ---------------------------------------------
<S>                                            <C>
Income & Growth Fund.........................     $ 20,720
Balanced Growth Fund.........................      283,267
Government Income Fund.......................      303,447
Money Market Fund............................      328,948
Emerging Countries Fund......................      111,131
International Growth Fund....................      198,984
Worldwide Growth Fund........................      271,377
</TABLE>
 
  Nicholas-Applegate advanced certain organization costs discussed in Note 1. As
of September 30, 1996, the following Funds have amounts due to
Nicholas-Applegate for organizational costs advanced:
 
<TABLE>
<S>                                   <C>
Government Income Fund..............   $ 24,688
Money Market Fund...................     24,688
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                              33
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- CONTINUED
- --------------------------------------------------------------------------------
 
C. INVESTMENT TRANSACTIONS
 
  The aggregate purchases and sales of investment securities, other than
short-term obligations, for the period ended September 30, 1996, were as follows
(in 000's):
 
<TABLE>
<CAPTION>
               FUND                  PURCHASES    SALES
- -----------------------------------  ---------  ---------
<S>                                  <C>        <C>
Emerging Growth Fund...............    268,714    344,899
Core Growth Fund...................    281,890    248,636
Income & Growth Fund...............     87,859     84,911
Balanced Growth Fund...............     20,119     18,083
Government Income Fund.............      6,392      4,092
Emerging Countries Fund............     63,858     26,898
International Growth Fund..........     51,800     31,043
Worldwide Growth Fund..............     76,814     84,240
</TABLE>
 
  At September 30, 1996, the net unrealized appreciation (depreciation) based on
the cost of investments for Federal income tax purposes was as follows (in
000's):
 
<TABLE>
<CAPTION>
                              GROSS         GROSS          NET
              TAX COST OF  UNREALIZED    UNREALIZED    UNREALIZED
    FUND      INVESTMENTS  APPRECIATION DEPRECIATION   APPRECIATION
- ------------  -----------  -----------  -------------  -----------
<S>           <C>          <C>          <C>            <C>
Emerging
 Growth
 Fund.......   $ 437,864    $ 182,579     $   9,521     $ 173,058
Core Growth
 Fund.......     392,204      115,777         6,473       109,304
Income &
 Growth
 Fund.......     104,554       16,211           425        15,786
Balanced
 Growth
 Fund.......      23,288        4,216           412         3,804
Government
 Income
 Fund.......       6,395           44            79           (35)
Money Market
 Fund.......      14,297           --            --            --
Emerging
 Countries
 Fund.......      57,350        7,307         2,204         5,103
International
 Growth
 Fund.......      41,613        4,656           980         3,676
Worldwide
 Growth
 Fund.......      85,009       16,885         1,873        15,012
</TABLE>
 
D. OFF BALANCE SHEET RISKS
 
  The Nicholas-Applegate Mutual Funds' investment in foreign securities may
entail risks due to the potential of political and economic instability in the
countries where the securities are being offered. In addition, foreign exchange
fluctuations could affect the value of positions held. It is the Master Trust's
policy to continuously monitor its exposure to these risks.
 
- --------------------------------------------------------------------------------
 
34
<PAGE>
- -------------------------------------------------------------------
 
E. SELECTED RATIO DATA
<TABLE>
<CAPTION>
                                      RATIO OF       RATIO OF       RATIO OF NET
                                     EXPENSES TO    EXPENSES TO      INVESTMENT       RATIO OF NET
                                     AVERAGE NET    AVERAGE NET        INCOME          INVESTMENT
                                       ASSETS,        ASSETS,       (DEFICIT) TO    INCOME (DEFICIT)
                                        AFTER         BEFORE        AVERAGE NET      TO AVERAGE NET
                                       EXPENSE        EXPENSE      ASSETS, AFTER     ASSETS, BEFORE
                                     REIMBURSEMENTS REIMBURSEMENTS    EXPENSE           EXPENSE            PORTFOLIO
                                     (RECOUPMENT)  (RECOUPMENT)    REIMBURSEMENTS    REIMBURSEMENTS      TURNOVER RATE
<S>                                  <C>           <C>             <C>              <C>                <C>
- ------------------------------------------------------------------------------------------------------------------------
EMERGING GROWTH(2)
  For the period ended
    09/30/96*#.....................        1.10%           1.10%        (0.66%)            (0.66%)            46.42%
  For the year ended 03/31/96......        1.11%           1.11%        (0.57%)            (0.57%)           129.59%
  For the year ended 03/31/95......        1.12%           1.11%        (0.53%)            (0.52%)           100.46%
  For the period ended 03/31/94*...        1.12%           1.16%        (0.80%)            (0.84%)            50.51%
CORE GROWTH(3)
  For the period ended
    09/30/96*#.....................        0.87%           0.87%        (0.32%)            (0.32%)            57.67%
  For the year ended 03/31/96......        0.89%           0.89%        (0.22%)            (0.22%)           114.48%
  For the year ended 03/31/95......        0.89%           0.89%         0.05%              0.05%             98.09%
  For the period ended 03/31/94*...        0.92%           0.92%        (0.03%)            (0.03%)            84.84%
INCOME & GROWTH(3)
  For the period ended
    09/30/96*#.....................        0.95%           0.92%         3.45%              3.48%             77.49%
  For the year ended 03/31/96......        0.95%           0.94%         3.94%              3.94%            144.97%
  For the year ended 03/31/95......        0.93%           0.95%         4.37%              4.35%            125.51%
  For the period ended 03/31/94*...        0.94%           0.97%         3.51%              3.48%            177.52%
BALANCED GROWTH(3)
  For the period ended
    09/30/96*#.....................        0.95%           1.25%         2.59%              2.29%             73.43%
  For the year ended 03/31/96......        0.95%           1.37%         2.83%              2.37%            197.19%
  For the year ended 03/31/95......        0.95%           1.33%         2.13%              1.75%            110.40%
  For the period ended 03/31/94*...        0.94%           1.37%         1.93%              1.50%             85.43%
GOVERNMENT INCOME FUND(3)
  For the period ended
    09/30/96*#.....................        0.60%           2.59%         5.66%              3.66%             86.79%
  For the year ended 03/31/96......        0.60%           2.72%         6.12%              4.00%            190.47%
  For the year ended 03/31/95......        0.80%           2.21%         5.32%              3.91%            258.72%
  For the period ended 03/31/94*...        0.80%           2.80%         3.43%              1.43%            159.17%
MONEY MARKET FUND(3)
  For the period ended
    09/30/96*#.....................        0.45%           1.92%         4.97%              3.50%
  For the year ended 03/31/96......        0.45%           3.20%         5.34%              2.59%               n/a
  For the year ended 03/31/95......        0.31%           3.23%         4.61%              1.69%               n/a
  For the period ended 03/31/94*...        0.24%         151.02%         2.12%           (148.66%)              n/a
EMERGING COUNTRIES FUND(4)
  For the period ended
    09/30/96*#.....................        1.60%           1.60%         0.16%              0.17%             60.16%
  For the year ended 03/31/96......        1.60%           2.80%         0.30%             (0.90%)           118.21%
  For the period ended 03/31/95*...        1.60%           1.81%         1.73%              1.52%             60.79%
INTERNATIONAL GROWTH FUND(5).......
  For the period ended
    09/30/96*#.....................        1.35%           1.37%         0.05%              0.03%             82.38%
  For the year ended 03/31/96......        1.35%           1.98%         0.39%             (0.24%)           141.02%
  For the year ended 03/31/95......        1.35%           1.85%         0.24%             (0.26%)            74.88%
  For the period ended 03/31/94*...        1.35%           2.28%         0.41%             (0.52%)            23.71%
WORLDWIDE GROWTH FUND(3)
  For the period ended
    09/30/96*#.....................        1.20%           1.27%        (0.11%)            (0.19%)            78.42%
  For the year ended 03/31/96......        1.20%           1.26%         0.31%              0.25%            132.20%
  For the year ended 03/31/95......        1.20%           1.30%         0.24%              0.14%             98.54%
  For the period ended 03/31/94*...        1.20%           1.36%         0.01%             (0.15%)            95.09%
 
<CAPTION>
 
                                        BROKER
                                      COMMISSIONS
                                       PER SHARE
<S>                                  <C>
- -----------------------------------
EMERGING GROWTH(2)
  For the period ended
    09/30/96*#.....................      $0.0551
  For the year ended 03/31/96......      $0.0523
  For the year ended 03/31/95......           --
  For the period ended 03/31/94*...           --
CORE GROWTH(3)
  For the period ended
    09/30/96*#.....................      $0.0567
  For the year ended 03/31/96......      $0.0593
  For the year ended 03/31/95......           --
  For the period ended 03/31/94*...           --
INCOME & GROWTH(3)
  For the period ended
    09/30/96*#.....................      $0.0569
  For the year ended 03/31/96......      $0.0597
  For the year ended 03/31/95......           --
  For the period ended 03/31/94*...           --
BALANCED GROWTH(3)
  For the period ended
    09/30/96*#.....................      $0.0593
  For the year ended 03/31/96......      $0.0594
  For the year ended 03/31/95......           --
  For the period ended 03/31/94*...           --
GOVERNMENT INCOME FUND(3)
  For the period ended
    09/30/96*#.....................           --
  For the year ended 03/31/96......           --
  For the year ended 03/31/95......           --
  For the period ended 03/31/94*...           --
MONEY MARKET FUND(3)
  For the period ended
    09/30/96*#.....................           --
  For the year ended 03/31/96......           --
  For the year ended 03/31/95......           --
  For the period ended 03/31/94*...           --
EMERGING COUNTRIES FUND(4)
  For the period ended
    09/30/96*#.....................      $0.0015
  For the year ended 03/31/96......      $0.0022
  For the period ended 03/31/95*...           --
INTERNATIONAL GROWTH FUND(5).......
  For the period ended
    09/30/96*#.....................      $0.0208
  For the year ended 03/31/96......      $0.0128
  For the year ended 03/31/95......           --
  For the period ended 03/31/94*...           --
WORLDWIDE GROWTH FUND(3)
  For the period ended
    09/30/96*#.....................      $0.0173
  For the year ended 03/31/96......      $0.0187
  For the year ended 03/31/95......           --
  For the period ended 03/31/94*...           --
</TABLE>
 
- -----------------
 
       (1) Commenced operations on July 12, 1995.
       (2) Commenced operations on October 1, 1993.
       (3) Commenced operations on April 19, 1993.
       (4) Commenced operations on November 28, 1994.
       (5) Commenced operations on January 3, 1994.
         * Annualized
         # Unaudited
 
- --------------------------------------------------------------------------------
 
                                                                              35
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED)
- -------------------------------------------------------------------
MINI CAP GROWTH FUND
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
COMMON STOCKS -- 95.0%
- ---------------------------------------------------------
 
<TABLE>
<S>                                            <C>         <C>
AIRLINES -- 0.7%
  Atlantic Coast Airlines, Inc.*.............       6,800  $     79,900
  Mesaba Holdings, Inc.*.....................      11,700       127,237
                                                           ------------
                                                                207,137
                                                           ------------
APPAREL -- 5.8%
  Cole Kenneth Productions, Inc.*............       8,400       158,550
  Deckers Outdoor Corp.*.....................      12,900       116,100
  Donnkenny, Inc.*...........................       8,900       152,413
  Genesco, Inc.*.............................      27,700       259,688
  Movado Group, Inc..........................       6,900       174,225
  Pacific Sunwear of California, Inc.*.......       8,600       282,725
  Paul Harris Stores, Inc.*..................      19,800       198,000
  Sport - Haley, Inc.*.......................      12,000       150,000
  Vans, Inc.*................................      12,700       242,887
                                                           ------------
                                                              1,734,588
                                                           ------------
BIOTECHNOLOGY -- 2.2%
  Cryolife, Inc.*............................      11,200       142,800
  Guilford Pharmaceuticals*..................      10,600       291,500
  Matritech, Inc.*...........................      20,000       258,750
                                                           ------------
                                                                693,050
                                                           ------------
BROADCASTING - 1.9%
  Argyle Television, Inc.*...................       6,700       188,438
  Granite Broadcasting*......................      11,700       166,725
  United Video Satellite G Class A*..........      11,400       230,850
                                                           ------------
                                                                586,013
                                                           ------------
BUILDING MATERIALS -- 1.0%
  Shaw Group, Inc.*..........................       8,300       288,425
                                                           ------------
CLOTHING CHAINS -- 1.3%
  Baker J, Inc.*.............................      17,400       106,303
  Buckle, Inc.*..............................      10,100       320,675
                                                           ------------
                                                                426,978
                                                           ------------
COMPUTER/OFFICE AUTOMATION -- 2.8%
  Brooktrout Technology, Inc.*...............      11,200       408,800
  CHS Electronics, Inc.*.....................      11,700       159,413
  Pomeroy Computer Resources*................       8,000       262,000
                                                           ------------
                                                                830,213
                                                           ------------
CONTAINERS -- 0.8%
  Seda Specialty*............................      12,000       231,000
                                                           ------------
CONTRACTING DRILLING -- 0.3%
  Unit Corp.*................................      16,000        94,000
                                                           ------------
DRUGS/PHARMACEUTICALS -- 1.7%
  Curative Technologies,Inc.*................      13,900       267,575
  Inhale Therapeutic Systems*................       4,200        54,075
  Sangstat Medical Corp.*....................       8,000       204,000
                                                           ------------
                                                                525,650
                                                           ------------
</TABLE>
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
ELECTRONIC INSTRUMENTS/DIVERSIFIED -- 3.5%
  Checkmate Electronics, Inc.*...............      12,800  $    192,000
  Lecroy Corp.*..............................      12,000       312,000
  Powell Industries, Inc.*...................      12,500       115,625
  Printrak Intl.*............................      10,900       106,275
  Ultrak Inc.*...............................      11,600       319,000
                                                           ------------
                                                              1,044,900
                                                           ------------
ENTERTAINMENT -- 0.5%
  Cinar Films, Inc.*.........................       5,400       140,738
                                                           ------------
ENVIRONMENTAL SERVICES -- 0.4%
  American Disposal Services, Inc.*..........       6,000       108,750
                                                           ------------
FINANCE COMPANIES -- 1.7%
  Central Financial*.........................       8,900       171,881
  Sirrom Capital Corp........................      10,900       329,725
                                                           ------------
                                                                501,606
                                                           ------------
GROCERY PRODUCTS -- 0.7%
  Worthington Foods, Inc.....................       8,300       207,500
                                                           ------------
HOME FURNISHINGS -- 1.2%
  Bush Industries, Inc. Class A..............      13,050       239,794
  O'Sullivan Industries*.....................      14,500       128,687
                                                           ------------
                                                                368,481
                                                           ------------
HOMEBUILDING -- 1.0%
  Cavalier Homes, Inc........................      16,400       303,400
                                                           ------------
INDUSTRIAL ENGINEER/CONSTRUCTION -- 1.6%
  Greenwich Air Services, Inc. Class A.......       6,300       176,400
  Greenwich Air Services, Inc. Class B*......       9,400       195,050
  Starrett Corp..............................       8,900        97,900
                                                           ------------
                                                                469,350
                                                           ------------
LEISURE/GAMING -- 2.6%
  Acres Gaming, Inc.*........................      14,900       203,013
  Mikohn Gaming Corp.*.......................      18,800       166,850
  Penn National Gaming, Inc.*................      13,500       418,500
                                                           ------------
                                                                788,363
                                                           ------------
LIFE INSURERS -- 0.5%
  Provident American Corp.*..................       9,500       136,562
                                                           ------------
LODGING -- 0.5%
  Studio Plus Hotels, Inc.*..................       9,850       162,525
                                                           ------------
MACHINERY/EQUIPMENT -- 2.4%
  Ballantyne Omaha, Inc.*....................      11,400       156,750
  Gardner Denver*............................       4,800       146,400
  LSI Industries, Inc........................      10,900       174,400
  Miller Industries, Inc./Tenn.*.............       3,800       150,100
  Thermatrix , Inc.*.........................      11,200        93,800
                                                           ------------
                                                                721,450
                                                           ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              36
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED) -- CONTINUED
- --------------------------------------------------------------------------------
MINI CAP GROWTH FUND
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
COMMON STOCKS (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
MEDICAL SPECIALTIES -- 0.2%
  Impath, Inc.*..............................       4,500  $     55,125
                                                           ------------
MEDICAL SUPPLIES -- 3.2%
  Capstone Pharmaceutical Corp.*.............      21,000       259,875
  Meridian Diagnostics, Inc..................      21,000       280,875
  Merit Medical Systems, Inc.*...............      14,000       108,500
  Minimed, Inc.*.............................      12,800       321,600
                                                           ------------
                                                                970,850
                                                           ------------
MEDICAL/NURSING/HEALTH SERVICES -- 3.1%
  Diagnostic Health Services, Inc.*..........      15,700       131,488
  Pediatric Services of America*.............       9,300       172,050
  PMR Corp.*.................................       7,600       219,450
  Prime Medical Services, Inc.*..............      13,200       174,900
  Raytel Medical Corp.*......................      12,000       162,000
  Sterling Healthcare Group*.................       3,500        75,687
                                                           ------------
                                                                935,575
                                                           ------------
MILITARY/DEFENSE TECHNOLOGY -- 0.5%
  Tracor, Inc.*..............................       7,200       148,500
                                                           ------------
MULTI-LINE INSURERS -- 0.8%
  Delphi Financial Group, Inc.Class A*.......       8,760       245,280
                                                           ------------
OIL/GAS PRODUCTION -- 0.8%
  Coho Energy, Inc.*.........................      12,100        86,213
  Lomak Pete, Inc.*..........................      12,800       168,000
                                                           ------------
                                                                254,213
                                                           ------------
OILFIELD SERVICES/EQUIPMENT -- 0.6%
  Maverick Tube Corp.*.......................      12,000       168,000
                                                           ------------
OTHER COMMERCIAL/INDUSTRIAL SERVICES -- 5.5%
  Abacus Direct Corp.*.......................      12,000       252,000
  Computer Learning Centers*.................       5,400       151,200
  ICTS Holland P*............................      11,900       145,775
  National Wireless Holdings*................       7,800       124,800
  Nobel Ed Dynamics, Inc.*...................       5,900        82,600
  Professional Staff*........................      19,100       202,937
  Remedytemp, Inc. Class A*..................       8,900       189,125
  Right Management Consultants, Inc.*........       4,600       111,550
  Techforce Corp.*...........................      11,500        84,812
  Wackenhut Corp. Class A....................       5,400        99,225
  Wackenhut Corp. Class B....................       2,600        40,625
  Youth Services International, Inc.*........      12,000       166,500
                                                           ------------
                                                              1,651,149
                                                           ------------
OTHER CONSUMER NON-DURABLES -- 0.6%
  Amrion, Inc.*..............................       8,900       190,238
                                                           ------------
OTHER CONSUMER SERVICES -- 1.5%
  Amre, Inc.*................................      11,700       162,338
  Childrens Comprehensive Services*..........       8,400       149,100
</TABLE>
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
OTHER CONSUMER SERVICES (CONTINUED)
  Warrantech Corp.*..........................      15,700  $    153,075
                                                           ------------
                                                                464,513
                                                           ------------
OTHER HEALTH TECHNOLOGY/SERVICES -- 4.9%
  Horizon Mental Health MG*..................       9,700       240,075
  Medquist, Inc.*............................      17,100       346,275
  National Dentex Corp.*.....................       5,900       112,837
  Physician Support Systems, Inc.*...........       7,400       179,450
  Proxymed Pharmacy, Inc.*...................      11,700       117,000
  Res - Care, Inc.*..........................       7,950       135,150
  Sterile Recoveries, Inc.*..................       9,000       130,500
  Veterinary Centers of America, Inc.*.......       9,300       204,018
                                                           ------------
                                                              1,465,305
                                                           ------------
OTHER PRODUCERS/MANUFACTURING -- 0.5%
  Northwest Pipe Co.*........................       7,500       142,500
                                                           ------------
OTHER TECHNOLOGY -- 1.4%
  Computer Products, Inc.*...................       7,700       168,438
  Renaissance Solutions, Inc.*...............       5,800       245,775
                                                           ------------
                                                                414,213
                                                           ------------
REAL ESTATE BROKERS/SERVICES -- 1.2%
  Redwood Trust, Inc.........................      11,200       358,400
                                                           ------------
RECREATIONAL PRODUCTS -- 1.8%
  Galoob Lewis Toys, Inc.*...................       8,900       260,325
  Tyco Toys, Inc.*...........................      48,800       280,600
                                                           ------------
                                                                540,925
                                                           ------------
RENTAL/LEASING COMPANIES -- 2.0%
  Alrenco, Inc.*.............................       9,200       193,200
  Leasing Solutions, Inc.*...................       5,900       169,625
  Rent Way, Inc.*............................      20,000       252,500
                                                           ------------
                                                                615,325
                                                           ------------
RESTAURANTS -- 3.4%
  Cooker Restaurant Corp.....................      19,500       231,563
  Logans Roadhouse, Inc.*....................      10,100       203,263
  Rainforest Cafe, Inc.*.....................      13,850       429,350
  Schlotzsky's, Inc.*........................      11,300       127,125
  Taco Cabana, Inc.*.........................       4,700        27,025
                                                           ------------
                                                              1,018,326
                                                           ------------
RETAIL/DISCOUNT -- 0.9%
  Tuesday Morning Corp.*.....................      14,100       259,087
                                                           ------------
RETAIL/ELECTRONICS -- 0.4%
  Creative Computers, Inc.*..................      13,100       124,450
                                                           ------------
SEMICONDUCTORS/ELECTRONIC
COMPONENTS -- 2.6%
  Intevac, Inc.*.............................       5,100        86,700
  JPM Company*...............................      14,100       132,188
  M Systems Flash Disk Pioneer*..............      13,800       122,475
  Qlogic Corp.*..............................         600         7,725
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
37
<PAGE>
- -------------------------------------------------------------------
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
 
COMMON STOCKS (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
SEMICONDUCTORS/ELECTRONIC (CONTINUED)
  Radisys Corp.*.............................       6,200  $    306,900
  Tower Semiconductor Ltd.*..................      16,700       121,075
                                                           ------------
                                                                777,063
                                                           ------------
SOAPS/COSMETICS -- 0.2%
  Chattem , Inc.*............................       6,500        65,813
                                                           ------------
SOFTWARE -- 10.6%
  Aladdin Knowledge Systems*.................       6,600        66,000
  Axent Technologies, Inc.*..................      14,400       338,400
  Ciber, Inc.*...............................       8,500       323,000
  Cotelligent Group, Inc.*...................      10,900       171,675
  Datastream Systems, Inc.*..................       7,500       226,875
  Document Sciences Corp.*...................       1,400        17,675
  IKOS Systems, Inc.*........................      14,300       286,894
  Intelligroup, Inc.*........................       5,400        74,925
  MDL Information Systems, Inc.*.............      12,000       379,500
  Mechanical Dynamics, Inc.*.................      11,900       210,481
  Mecon, Inc.*...............................       7,000       175,000
  Perceptron, Inc.*..........................       9,100       229,775
  Tecnomatix Technologies, LTD*..............       9,300       161,587
  Unison Software*...........................      11,600       298,700
  Versant Object Technology Corp.*...........       7,500       178,125
  4Front Software International*.............       9,200        36,800
                                                           ------------
                                                              3,175,412
                                                           ------------
SPECIALTY CHAINS -- 3.6%
  Finish Line, Inc., Class A*................       7,700       365,750
  Insight Enterprises, Inc.*.................      13,100       489,612
  Marks Brothers Jewelers, Inc.*.............       8,600       232,200
                                                           ------------
                                                              1,087,562
                                                           ------------
TELECOMMUNICATIONS EQUIPMENT -- 5.1%
  Aml Communications*........................       8,900       144,625
  Celeritek, Inc.*...........................      14,400       176,400
  Davox Corp.*...............................       9,300       351,075
  Performance Technologies, Inc.*............      12,000       145,500
  Remec, Inc.*...............................      11,300       159,612
  Teledata Communications, LTD*..............      17,900       328,912
</TABLE>
 
                                                  NUMBER
                                                 OF SHARES   VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                            <C>         <C>
TELECOMMUNICATIONS EQUIPMENT (CONTINUED)
  Tessco Technologies, Inc.*.................       5,800  $    242,150
                                                           ------------
                                                              1,548,274
                                                           ------------
TELEPHONE -- 0.5%
  Pricellular Corp. Class A*.................       9,950       143,031
                                                           ------------
TRUCKING -- 0.8%
  Knight Transportation, Inc.*...............       6,100       133,438
  U S Xpress Enterprises, Inc. Class A*......      10,800        98,550
                                                           ------------
                                                                231,988
                                                           ------------
WHOLESALE DISTRIBUTION -- 3.2%
  Anicom, Inc.*..............................      13,700       243,175
  Central Garden & Pet Co.*..................      15,200       305,900
  Daisytek International Corp.*..............       5,900       255,175
  Fresh America Corp.*.......................       8,100       156,431
                                                           ------------
                                                                960,681
                                                           ------------
TOTAL COMMON STOCKS
  (Cost $22,742,696).....................................  $ 28,582,477
                                                           ------------
<CAPTION>
                                               PRINCIPAL
                                                 AMOUNT       VALUE
<S>                                            <C>         <C>
- -----------------------------------------------------------------------
COMMERCIAL PAPER -- 6.4%
- -----------------------------------------------------------------------
  Associates Corp. -- 1.4%
    5.80% ,10/01/96..........................  $  413,000       413,000
  Merrill Lynch & Co. -- 5.0%
    5.85% ,10/01/96..........................   1,495,000     1,495,000
                                               ----------  ------------
TOTAL COMMERCIAL PAPER
  (Cost $1,908,000)..........................   1,908,000  $  1,908,000
                                               ----------  ------------
TOTAL INVESTMENTS -- 101.4%
  (Cost $24,650,696).....................................  $ 30,490,477
LIABILITIES IN EXCESS OF OTHER ASSETS -- (1.4%)..........      (407,516)
                                                           ------------
NET ASSETS -- 100.0%.....................................  $ 30,082,961
                                                           ------------
<FN>
- ---------------
* Non-Income Producing Security.
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              38
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- CONTINUED
- --------------------------------------------------------------------------------
 
STATEMENTS OF ASSETS AND LIABILITIES FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
SEPTEMBER 30, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                  MINI CAP        EMERGING           CORE
                                   GROWTH          GROWTH           GROWTH
                                    FUND            FUND             FUND
<S>                             <C>            <C>              <C>
                                -----------------------------------------------
ASSETS
  Investments, at value*......  $  30,490,477  $   610,921,587  $   501,507,845
  Foreign currencies, at
    value**...................             --               --               --
  Cash........................            476               --            4,046
  Receivable for investment
    securities sold...........        461,275        4,455,633        4,402,001
  Receivable for interests
    sold......................         21,000        1,367,624          566,885
  Dividends receivable........          5,285           79,563           56,430
  Interest receivable.........             --              262               --
  Deferred organization
    costs.....................             --           18,693           24,091
  Other assets................             91            3,879           25,137
                                -----------------------------------------------
    Total assets..............     30,978,604      616,847,241      506,586,435
                                -----------------------------------------------
LIABILITIES
    Payable for investment
      securities purchased....        857,304               --               --
    Payable for interests
      repurchased.............             --        7,426,621        7,012,750
    Due to adviser............             --          743,930          534,968
    Accrued expenses and other
      liabilities.............         38,339          734,179          396,561
                                -----------------------------------------------
    Total liabilities.........        895,643        8,904,730        7,944,279
                                -----------------------------------------------
NET ASSETS....................  $  30,082,961  $   607,942,511  $   498,642,156
                                -----------------------------------------------
COMPOSITION OF NET ASSETS
  Paid-in capital.............  $  23,368,865  $   355,184,425  $   343,504,966
  Accumulated net investment
    income (deficit)..........       (236,541)      (8,203,977)      (1,423,696)
  Accumulated net realized
    gain (loss)...............      1,110,856       87,904,363       47,256,935
  Accumulated net realized
    foreign exchange gain
    (loss)....................             --               --               --
  Net unrealized foreign
    exchange gain (loss)......             --               --               --
  Net unrealized appreciation
    (depreciation) on
    investments...............      5,839,781      173,057,700      109,303,951
                                -----------------------------------------------
    Net assets................  $  30,082,961  $   607,942,511  $   498,642,156
                                -----------------------------------------------
   * Investments, at cost.....  $  24,650,696  $   437,863,887  $   392,203,894
                                -----------------------------------------------
  ** Foreign currencies, at
    cost......................             --               --               --
                                -----------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
39
<PAGE>
- -------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                   INCOME &        BALANCED      GOVERNMENT     EMERGING     INTERNATIONAL     WORLDWIDE
                                    GROWTH          GROWTH         INCOME       COUNTRIES       GROWTH          GROWTH
                                     FUND            FUND           FUND          FUND           FUND            FUND
<S>                             <C>              <C>            <C>           <C>            <C>            <C>
                                -------------------------------------------------------------------------------------------
ASSETS
  Investments, at value*......  $   120,339,331  $  27,092,084  $  6,359,649  $  62,453,184  $  45,289,261  $   100,021,160
  Foreign currencies, at
    value**...................               --             --            --        346,142      1,429,378        2,666,936
  Cash........................              900            651        33,349            666             --              530
  Receivable for investment
    securities sold...........        1,701,034      1,110,525            --        935,576         41,818        1,969,837
  Receivable for interests
    sold......................          323,581         26,500            74        507,199      1,431,833          122,036
  Dividends receivable........          215,769          3,759            --         46,169        110,535          201,917
  Interest receivable.........          621,033        204,673       138,781             --             --               --
  Deferred organization
    costs.....................           11,947          8,522         7,839             --            679            9,703
  Other assets................              532             61             9          2,800          1,032              351
                                -------------------------------------------------------------------------------------------
    Total assets..............      123,214,127     28,446,775     6,539,701     64,291,736     48,304,536      104,992,470
                                -------------------------------------------------------------------------------------------
LIABILITIES
    Payable for investment
      securities purchased....               --             --            --      2,764,775      3,039,586        3,978,944
    Payable for interests
      repurchased.............        2,792,669      1,126,250            --          9,137             --          135,963
    Due to adviser............           48,882        139,356            90             --             --               --
    Accrued expenses and other
      liabilities.............          104,065         21,486        39,694         90,199        178,371          119,116
                                -------------------------------------------------------------------------------------------
    Total liabilities.........        2,945,616      1,287,092        39,784      2,864,111      3,217,957        4,234,023
                                -------------------------------------------------------------------------------------------
NET ASSETS....................  $   120,268,511  $  27,159,683  $  6,499,917  $  61,427,625  $  45,086,579  $   100,758,447
                                -------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
  Paid-in capital.............  $    81,533,055  $  19,872,942  $  5,780,066  $  56,430,674  $  40,848,416  $    69,608,120
  Accumulated net investment
    income (deficit)..........       13,587,460      1,740,133       891,155         84,234        119,725          488,560
  Accumulated net realized
    gain (loss)...............        9,362,281      1,742,511      (135,676)      (134,561)       349,175       14,898,238
  Accumulated net realized
    foreign exchange gain
    (loss)....................               --             --            --        (57,873)        95,152          757,906
  Net unrealized foreign
    exchange gain (loss)......               --             --            --          1,842         (2,254)          (6,857)
  Net unrealized appreciation
    (depreciation) on
    investments...............       15,785,715      3,804,097       (35,628)     5,103,309      3,676,365       15,012,480
                                -------------------------------------------------------------------------------------------
    Net assets................  $   120,268,511  $  27,159,683  $  6,499,917  $  61,427,625  $  45,086,579  $   100,758,447
                                -------------------------------------------------------------------------------------------
   * Investments, at cost.....  $   104,553,616  $  23,287,987  $  6,395,277  $  57,349,875  $  41,612,896  $    85,008,680
                                -------------------------------------------------------------------------------------------
  ** Foreign currencies, at
    cost......................               --             --            --  $     345,999  $   1,439,151  $     2,691,094
                                -------------------------------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                              40
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF OPERATIONS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
FOR THE YEAR ENDED SEPTEMBER 30, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                  MINI CAP      EMERGING      CORE GROWTH
                                GROWTH FUND    GROWTH FUND       FUND
<S>                             <C>           <C>            <C>
                                ------------------------------------------
INVESTMENT INCOME:
  Dividends...................  $     21,214  $     465,839  $     535,873
  Interest....................        34,108        847,900        719,415
                                ------------------------------------------
    Total income..............        55,322      1,313,739      1,255,288
                                ------------------------------------------
EXPENSES:
  Advisory Fee................       180,936      3,017,321      1,712,555
  Accounting Fee..............        35,625         92,788         80,662
  Administration..............         4,452         17,500         70,223
  Audit & tax fees............         3,639         75,900         57,549
  Custodian fee...............        21,462         67,232         38,123
  Insurance...................           175          7,775          2,861
  Legal fee...................           163          3,402          2,579
  Miscellaneous...............         1,235         25,752         19,904
  Organization costs..........            --          4,269          7,792
  Trustees' fee...............         4,319          3,564          3,564
                                ------------------------------------------
    Total expense.............       252,006      3,315,503      1,995,812
  Less: Reimbursement to
    (from) adviser............       (33,435)            --             --
                                ------------------------------------------
    Net expenses..............       218,571      3,315,503      1,995,812
                                ------------------------------------------
    Net investment income
      (deficit)...............      (163,249)    (2,001,764)      (740,524)
                                ------------------------------------------
NET REALIZED AND UNREALIZED
  GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss)
    from security
    transactions..............     1,166,750     63,561,561     28,329,596
  Net realized foreign
    exchange loss.............            --             --             --
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currencies................     2,679,530     12,427,523     20,550,277
                                ------------------------------------------
    Net gain (loss) on
      investments.............     3,846,280     75,989,084     48,879,873
                                ------------------------------------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS..................  $  3,683,031  $  73,987,320  $  48,139,349
                                ------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
41
<PAGE>
- -------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           EMERGING
                                  INCOME &      BALANCED    GOVERNMENT    COUNTRIES    INTERNATIONAL  WORLDWIDE
                                GROWTH FUND   GROWTH FUND   INCOME FUND      FUND      GROWTH FUND   GROWTH FUND
<S>                             <C>           <C>           <C>          <C>           <C>           <C>
                                ---------------------------------------------------------------------------------
INVESTMENT INCOME:
  Dividends...................  $    749,168  $     30,032           --  $    323,642  $    244,293  $    507,538
  Interest....................     1,736,898       422,677  $   149,973        59,829        30,185        42,376
                                ---------------------------------------------------------------------------------
    Total income..............     2,486,066       452,709      149,973       383,471       274,478       549,914
                                ---------------------------------------------------------------------------------
EXPENSES:
  Advisory Fee................       423,507        96,012        9,588       271,596       196,401       505,580
  Accounting Fee..............        39,399        37,500       37,500        45,266        37,500        37,733
  Administration..............        17,372         3,937          736         6,654         6,031        15,562
  Audit & tax fees............        14,237         3,228          606         5,481         4,954        12,757
  Custodian fee...............        11,582        11,681        7,278        12,202        17,797        60,163
  Insurance...................           668            91          110           132           168           735
  Legal fee...................           638           145           27           246           222           572
  Miscellaneous...............         4,830         1,095          207         1,859         1,681         4,328
  Organization costs..........         3,865         2,758        2,536            --           150         3,156
  Trustees' fee...............         3,564         3,564        3,564         3,564         3,564         3,564
                                ---------------------------------------------------------------------------------
    Total expense.............       519,662       160,011       62,152       347,000       268,468       644,150
  Less: Reimbursement to
    (from) adviser............        16,780       (38,396)     (47,770)          642        (3,327)      (37,454)
                                ---------------------------------------------------------------------------------
    Net expenses..............       536,442       121,615       14,382       347,642       265,141       606,696
                                ---------------------------------------------------------------------------------
    Net investment income
      (deficit)...............     1,949,624       331,094      135,591        35,829         9,337       (56,782)
                                ---------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED
  GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss)
    from security
    transactions..............     6,413,257     1,032,726     (134,140)      121,909       538,673     7,403,797
  Net realized foreign
    exchange loss.............            --            --           --       (33,016)      (70,052)     (149,957)
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currencies................     1,520,523     1,059,501       38,130     3,726,624     1,140,702      (124,779)
                                ---------------------------------------------------------------------------------
    Net gain (loss) on
      investments.............     7,933,780     2,092,227      (96,010)    3,815,517     1,609,323     7,129,061
                                ---------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS..................  $  9,883,404  $  2,423,321  $    39,581  $  3,851,346  $  1,618,660  $  7,072,279
                                ---------------------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                              42
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
<TABLE>
<CAPTION>
                                    MINI CAP GROWTH FUND
                                ----------------------------        EMERGING GROWTH FUND
                                   FOR THE                    --------------------------------
                                PERIOD ENDED      FOR THE     FOR THE PERIOD       FOR THE
                                SEPTEMBER 30,  PERIOD ENDED   ENDED SEPTEMBER    YEAR ENDED
                                    1996         MARCH 31,       30, 1996         MARCH 31,
                                 (UNAUDITED)       1996+        (UNAUDITED)         1996
<S>                             <C>            <C>            <C>              <C>
                                --------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................  $    (163,249) $     (73,292) $    (2,001,764) $    (2,945,373)
  Net realized gain (loss)
    from security
    transactions..............      1,166,750        (55,894)      63,561,561       78,797,996
  Change in net unrealized
    appreciation
    (depreciation) of
    investments...............      2,679,530      3,160,251       12,427,523       91,635,716
                                --------------------------------------------------------------
    Net increase in net assets
      from operations.........      3,683,031      3,031,065       73,987,320      167,488,339
                                --------------------------------------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...      6,060,120     22,441,390      151,775,458      107,044,506
  Withdrawals by partners.....     (4,924,159)      (208,486)    (201,906,649)    (161,495,614)
                                --------------------------------------------------------------
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............      1,135,961     22,232,904      (50,131,191)     (54,451,108)
                                --------------------------------------------------------------
    Total increase in net
      assets..................      4,818,992     25,263,969       23,856,129      113,037,231
NET ASSETS
  BEGINNING OF PERIOD.........     25,263,969             --      584,086,382      471,049,151
                                --------------------------------------------------------------
  END OF PERIOD...............  $  30,082,961  $  25,263,969  $   607,942,511  $   584,086,382
                                --------------------------------------------------------------
</TABLE>
 
- ------------
+Commenced operations on July 12, 1995.
 
- --------------------------------------------------------------------------------
 
43
<PAGE>
- -------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                       CORE GROWTH FUND              INCOME & GROWTH FUND           BALANCED GROWTH FUND
                                ------------------------------  ------------------------------  ----------------------------
                                FOR THE PERIOD                  FOR THE PERIOD                     FOR THE
                                    ENDED          FOR THE          ENDED          FOR THE      PERIOD ENDED      FOR THE
                                SEPTEMBER 30,     YEAR ENDED    SEPTEMBER 30,     YEAR ENDED    SEPTEMBER 30,   YEAR ENDED
                                     1996         MARCH 31,          1996         MARCH 31,         1996         MARCH 31,
                                 (UNAUDITED)         1996        (UNAUDITED)         1996        (UNAUDITED)       1996
<S>                             <C>             <C>             <C>             <C>             <C>            <C>
                                --------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................  $     (740,524) $     (752,357) $    1,949,624  $    4,142,172  $     331,094  $     638,909
  Net realized gain (loss)
    from security
    transactions..............      28,329,596      50,587,998       6,413,257      10,319,301      1,032,726      2,837,068
  Change in net unrealized
    appreciation
    (depreciation) of
    investments...............      20,550,277      52,583,826       1,520,523      10,732,341      1,059,501        742,010
                                --------------------------------------------------------------------------------------------
    Net increase in net assets
      from operations.........      48,139,349     102,419,467       9,883,404      25,193,814      2,423,321      4,217,987
                                --------------------------------------------------------------------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...      72,503,285     113,757,799      14,602,221      15,608,507      4,474,202      4,914,004
  Withdrawals by partners.....     (42,543,081)    (79,489,585)    (15,975,050)    (35,130,807)    (3,582,391)    (7,102,941)
                                --------------------------------------------------------------------------------------------
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............      29,960,204      34,268,214      (1,372,829)    (19,522,300)       891,811     (2,188,937)
                                --------------------------------------------------------------------------------------------
    Total increase in net
      assets..................      78,099,553     136,687,681       8,510,575       5,671,514      3,315,132      2,029,050
NET ASSETS
  BEGINNING OF PERIOD.........     420,542,603     283,854,922     111,757,936     106,086,422     23,844,551     21,815,501
                                --------------------------------------------------------------------------------------------
  END OF PERIOD...............  $  498,642,156  $  420,542,603  $  120,268,511  $  111,757,936  $  27,159,683  $  23,844,551
                                --------------------------------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                              44
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
<TABLE>
<CAPTION>
                                   GOVERNMENT INCOME FUND       EMERGING COUNTRIES FUND
                                ----------------------------  ----------------------------
                                   FOR THE                       FOR THE
                                PERIOD ENDED      FOR THE     PERIOD ENDED      FOR THE
                                SEPTEMBER 30,   YEAR ENDED    SEPTEMBER 30,   YEAR ENDED
                                    1996         MARCH 31,        1996         MARCH 31,
                                 (UNAUDITED)       1996        (UNAUDITED)       1996
<S>                             <C>            <C>            <C>            <C>
                                ----------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................   $   135,591    $   291,713   $      35,829  $      26,122
  Net realized gain (loss)
    from security transactions
    and foreign exchange......      (134,140)       363,388          88,893        (61,164)
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currency..................        38,130       (175,424)      3,726,624      1,751,439
                                ----------------------------------------------------------
    Net increase (decrease) in
      net assets from
      operations..............        39,581        479,677       3,851,346      1,716,397
                                ----------------------------------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...     3,928,620      3,577,045      39,571,901     16,175,253
  Withdrawals by partners.....    (1,946,278)    (4,912,231)     (1,894,608)    (1,272,742)
                                ----------------------------------------------------------
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............     1,982,342     (1,335,186)     37,677,293     14,902,511
                                ----------------------------------------------------------
    Total increase (decrease)
      in net assets...........     2,021,923       (855,509)     41,528,639     16,618,908
NET ASSETS
  BEGINNING OF PERIOD.........     4,477,994      5,333,503      19,898,986      3,280,078
                                ----------------------------------------------------------
  END OF PERIOD...............   $ 6,499,917    $ 4,477,994   $  61,427,625  $  19,898,986
                                ----------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
45
<PAGE>
- -------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                  INTERNATIONAL GROWTH FUND        WORLDWIDE GROWTH FUND
                                -----------------------------  ------------------------------
                                FOR THE PERIOD                 FOR THE PERIOD
                                    ENDED          FOR THE         ENDED          FOR THE
                                SEPTEMBER 30,    YEAR ENDED    SEPTEMBER 30,     YEAR ENDED
                                     1996         MARCH 31,         1996         MARCH 31,
                                 (UNAUDITED)        1996        (UNAUDITED)         1996
<S>                             <C>             <C>            <C>             <C>
                                -------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................  $      (56,782) $      73,015  $      (56,782) $      299,362
  Net realized gain (loss)
    from security transactions
    and foreign exchange......       7,253,840        259,455       7,253,840       9,015,557
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currency..................        (124,779)     2,584,830        (124,779)      9,091,917
                                -------------------------------------------------------------
    Net increase (decrease) in
      net assets from
      operations..............       7,072,279      2,917,300       7,072,279      18,406,836
                                -------------------------------------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...       6,500,703      6,044,445       6,500,703      17,650,729
  Withdrawals by partners.....     (13,157,561)    (2,768,514)    (13,157,561)    (33,276,911)
                                -------------------------------------------------------------
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............      (6,656,858)     3,275,931      (6,656,858)    (15,626,182)
                                -------------------------------------------------------------
    Total increase (decrease)
      in net assets...........         415,421      6,193,231         415,421       2,780,654
NET ASSETS
  BEGINNING OF PERIOD.........      23,805,628     17,612,397     100,343,026      97,562,372
                                -------------------------------------------------------------
  END OF PERIOD...............  $   45,086,579  $  23,805,628  $  100,758,447  $  100,343,026
                                -------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                              46
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS
- -------------------------------------------------------------------
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION
 
  Nicholas-Applegate Investment Trust (the "Master Trust"), a diversified,
open-end management investment company organized as a Delaware business trust,
is comprised of fifteen investment vehicles (each a "Fund" and collectively the
"Funds") as of September 30, 1996. Up to five Portfolios of Nicholas-Applegate
Mutual Funds have invested in the respective Funds of the Master Trust to
achieve their investment objective.
 
  The investment objectives of the Funds are as follows:
 
  Mini Cap Growth Fund seeks to maximize long-term capital appreciation through
investment primariliy in equity securities of U.S. companies whose earnings and
stock prices are expected to grow faster than the average rate of companies in
the Standard & Poor's 500 Stock Price Index.
 
  Emerging Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in equity securities of U.S. companies with less than $500
million in market capitalization.
 
  Core Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in U.S. companies, generally over $500 million in total
stock market value.
 
  Income & Growth Fund seeks to maximize total return through investment
primarily in convertible and equity securities of U.S. companies.
 
  Balance Growth Fund seeks to provide a balance of long-term capital
appreciation and current income by investing approximately 60% of its total
assets in equity and convertible securities of primarily U.S. companies and 40%
of its total assets in debt securities, money market instruments and other
short-term investments.
 
  Government Income Fund seeks to maximize current income through investment
primarily in intermediate-term debt securities of the U.S. government and its
agencies and instrumentalities.
 
  Emerging Countries Fund seeks to maximize long-term capital appreciation
through investment primarily in equity securities of companies in developing
countries of the world.
 
  International Growth Fund seeks to maximize long-term capital appreciation
through investment primariily in equity securities of non-U.S. companies.
 
  Worldwide Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in growth stocks of U.S. and foreign companies.
 
  Pursuant to Rule 24f-2 under the Investment Company Act, the Trust has elected
to register an indefinite number of shares. The Trust commenced operations on
April 19, 1993.
 
SECURITIES TRANSACTIONS
 
  Equity securities are valued at the last sale price (for exchange-listed
securities) or the mean between the last bid and asked price (if lacking any
sales and for over-the-counter securities). Debt securities generally are valued
at the mean between the last bid and asked prices. Securities with 60 days or
less remaining to maturity are valued on an amortized cost basis which
approximates market value.
 
  Securities for which market quotations are not readily available are valued at
fair value determined in good faith by or under the direction of the Master
Trust's Board of Trustees.
 
  Securities transactions are recognized on the trade date. Realized gains and
losses from securities transactions are calculated using the first-in, first-out
method. Dividend income is recognized on the ex-dividend date, and interest
income is recorded on the accrual basis. Discounts and premiums on securities
purchased are amortized over the life of the respective securities. The
prospectus for Nicholas-Applegate
 
- --------------------------------------------------------------------------------
 
47
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- CONTINUED
- --------------------------------------------------------------------------------
 
Mutual Funds describes each Portfolio's policies with respect to declaration and
payment of dividends and distribution of capital gains.
 
FEDERAL INCOME TAXES
  The Funds are treated as partnerships for federal income tax purposes. Any
interest, dividends and gains or losses of a Fund will be deemed to have been
"passed through" to the Portfolios.
 
DEFERRED ORGANIZATION COSTS
 
  Organization costs incurred by the Master Trust have been allocated to the
various Funds based upon management's best estimate of the costs applicable to
each Fund. These costs have been deferred and will be amortized over a period of
60 months from the date the Funds commenced operations.
 
USE OF ESTIMATES
 
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
 
B. TRANSACTIONS WITH AFFILIATES
 
ADVISORY AGREEMENTS
 
  The investment adviser to the Master Trust is Nicholas-Applegate Capital
Management ("Nicholas-Applegate") The advisory fee is computed daily for the
Funds based upon the following percentages of each Fund's average daily net
asset
 
<TABLE>
<CAPTION>
                              FIRST $500    NEXT $500    EXCESS OF
                                MILLION      MILLION    $1 BILLION
                              -----------  -----------  -----------
<S>                           <C>          <C>          <C>
Mini Cap Growth Fund........       1.25%        1.25%        1.25%
Emerging Growth Fund........       1.00%        1.00%        1.00%
Core Growth Fund............       0.75%       0.675%        0.65%
Income & Growth Fund........       0.75%       0.675%        0.65%
Balanced Growth Fund........       0.75%       0.675%        0.65%
Government Income Fund......       0.40%        0.35%        0.35%
Worldwide Growth Fund.......       1.00%        0.90%        0.85%
International Growth Fund...       1.00%        0.90%        0.85%
Emerging Countries Fund.....       1.25%        1.25%        1.25%
</TABLE>
 
  The cumulative unreimbursed amounts paid by Nicholas-Applegate on behalf of
the Fund's, during the periods from inception (respectively) to September 30,
1996 are as follows:
 
<TABLE>
<S>                                   <C>
Mini Cap Growth Fund................  $  74,158
Income & Growth Fund................     20,720
Balanced Growth Fund................    283,267
Government Income Fund..............    303,447
</TABLE>
 
  Nicholas-Applegate advanced certain organization costs discussed in Note 1. As
of September 30, 1996, the following Funds have amounts due to
Nicholas-Applegate for organizational costs advanced:
 
<TABLE>
<S>                                    <C>
Government Income Fund...............    $24,688
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                                                              48
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- CONTINUED
- --------------------------------------------------------------------------------
 
C. INVESTMENT TRANSACTIONS
 
  The aggregate purchases and sales of investment securities, other than
short-term obligations, for the period ended September 30, 1996, were as follows
(in 000's):
 
<TABLE>
<CAPTION>
                                   PURCHASES      SALES
                                  -----------  -----------
<S>                               <C>          <C>
Mini Cap Growth Fund............  $    22,920  $    22,287
Emerging Growth Fund............      268,714      344,899
Core Growth Fund................      281,890      248,636
Income & Growth Fund............       87,859       84,911
Balanced Growth Fund............       20,119       18,083
Government Income Fund..........        6,392        4,092
Emerging Countries Fund.........       63,858       26,898
International Growth Fund.......       51,800       31,043
Worldwide Growth Fund...........       76,814       84,240
</TABLE>
 
  At September 30, 1996, the net unrealized appreciation (depreciation) based on
the cost of investments for Federal income tax purposes was as follows (in
000's):
 
<TABLE>
<CAPTION>
                             GROSS          GROSS            NET
             TAX COST OF  UNREALIZED     UNREALIZED      UNREALIZED
             INVESTMENTS  APPRECIATION  DEPRECIATION    APPRECIATION
             -----------  -----------  ---------------  -------------
<S>          <C>          <C>          <C>              <C>
Mini Cap
  Growth
  Fund.....   $  24,651    $   6,556      $     716       $   5,840
Emerging
  Growth
  Fund.....     437,864      182,579          9,521         173,058
Core Growth
  Fund.....     392,204      115,777          6,473         109,304
Income &
  Growth
  Fund.....     104,554       16,211            425          15,786
Balanced
  Growth
  Fund.....      23,288        4,216            412           3,804
Government
  Income
  Fund.....       6,395           44             79             (35)
Emerging
  Countries
  Fund.....      57,350        7,307          2,204           5,103
International
  Growth
  Fund.....      41,613        4,656            980           3,676
Worldwide
  Growth
  Fund.....      85,009       16,885          1,873          15,012
</TABLE>
 
D. OFF BALANCE SHEET RISKS
 
  The Nicholas-Applegate Mutual Funds' investment in foreign securities may
entail risks due to the potential of political and economic instability in the
countries where the securities are being offered. In addition, foreign exchange
fluctuations could affect the value of positions held. It is the Master Trust's
policy to continuously monitor its exposure to these risks.
 
- --------------------------------------------------------------------------------
 
49
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
E. SELECTED RATIO DATA
<TABLE>
<CAPTION>
                                        RATIO OF       RATIO OF       RATIO OF NET
                                       EXPENSES TO    EXPENSES TO      INVESTMENT       RATIO OF NET
                                       AVERAGE NET    AVERAGE NET        INCOME          INVESTMENT
                                         ASSETS,        ASSETS,       (DEFICIT) TO    INCOME (DEFICIT)
                                          AFTER         BEFORE        AVERAGE NET      TO AVERAGE NET
                                         EXPENSE        EXPENSE      ASSETS, AFTER     ASSETS, BEFORE
                                       REIMBURSEMENTS REIMBURSEMENTS    EXPENSE           EXPENSE            PORTFOLIO
                                       (RECOUPMENT)  (RECOUPMENT)    REIMBURSEMENTS    REIMBURSEMENTS      TURNOVER RATE
<S>                                    <C>           <C>             <C>              <C>                <C>
                                       -----------------------------------------------------------------------------------
MINI CAP GROWTH(1)
  For the period ended 09/30/96*+....        1.51%           1.74%        (1.13%)            (1.36%)            79.75%
  For the period ended 03/31/96*.....        1.50%           2.02%        (0.93%)            (1.44%)           106.99%
EMERGING GROWTH(2)
  For the period ended 09/30/96*+....        1.10%           1.10%        (0.66%)            (0.66%)            46.42%
  For the year ended 03/31/96........        1.11%           1.11%        (0.57%)            (0.57%)           129.59%
  For the year ended 03/31/95........        1.12%           1.11%        (0.53%)            (0.52%)           100.46%
  For the period ended 03/31/94*.....        1.12%           1.16%        (0.80%)            (0.84%)            50.51%
CORE GROWTH(3)
  For the period ended 09/30/96*+....        0.87%           0.87%        (0.32%)            (0.32%)            57.67%
  For the year ended 03/31/96........        0.89%           0.89%        (0.22%)            (0.22%)           114.48%
  For the year ended 03/31/95........        0.89%           0.89%         0.05%              0.05%             98.09%
  For the period ended 03/31/94*.....        0.92%           0.92%        (0.03%)            (0.03%)            84.84%
INCOME & GROWTH(4)
  For the period ended 09/30/96*+....        0.95%           0.92%         3.45%              3.48%             77.49%
  For the year ended 03/31/96........        0.95%           0.94%         3.94%              3.94%            144.97%
  For the year ended 03/31/95........        0.93%           0.95%         4.37%              4.35%            125.51%
  For the period ended 03/31/94*.....        0.94%           0.97%         3.51%              3.48%            177.52%
BALANCED GROWTH(3)
  For the period ended 09/30/96*+....        0.95%           1.25%         2.59%              2.29%             73.43%
  For the year ended 03/31/96........        0.95%           1.37%         2.83%              2.37%            197.19%
  For the year ended 03/31/95........        0.95%           1.33%         2.13%              1.75%            110.40%
  For the period ended 03/31/94*.....        0.94%           1.37%         1.93%              1.50%             85.43%
GOVERNMENT INCOME FUND(3)
  For the period ended 09/30/96*+....        0.60%           2.59%         5.66%              3.66%             86.79%
  For the year ended 03/31/96........        0.60%           2.72%         6.12%              4.00%            190.47%
  For the year ended 03/31/95........        0.80%           2.21%         5.32%              3.91%            258.72%
  For the period ended 03/31/94......        0.80%           2.80%         3.43%              1.43%            159.17%
EMERGING COUNTRIES FUND(4)
  For the period ended 09/30/96*+....        1.60%           1.60%         0.16%              0.17%             60.16%
  For the year ended 03/31/96........        1.60%           2.80%         0.30%             (0.90%)           118.21%
  For the period ended 03/31/95*.....        1.60%           1.81%         1.73%              1.52%             60.79%
INTERNATIONAL GROWTH FUND(5)
  For the period ended 09/30/96*+....        1.35%           1.37%         0.05%              0.03%             82.38%
  For the year ended 03/31/96........        1.35%           1.98%         0.39%             (0.24%)           141.02%
  For the year ended 03/31/95........        1.35%           1.85%         0.24%             (0.26%)            74.88%
  For the period ended 03/31/94*.....        1.35%           2.28%         0.41%             (0.52%)            23.71%
WORLDWIDE GROWTH FUND(3)
  For the period ended 09/30/96*+....        1.20%           1.27%        (0.11%)            (0.19%)            78.42%
  For the year ended 03/31/96........        1.20%           1.26%         0.31%              0.25%            132.20%
  For the year ended 03/31/95........        1.20%           1.30%         0.24%              0.14%             98.54%
  For the period ended 03/31/94*.....        1.20%           1.36%         0.01%             (0.15%)            95.09%
 
<CAPTION>
 
                                          BROKER
                                        COMMISSIONS
                                         PER SHARE
<S>                                    <C>
 
MINI CAP GROWTH(1)
  For the period ended 09/30/96*+....      $0.0499
  For the period ended 03/31/96*.....      $0.0529
EMERGING GROWTH(2)
  For the period ended 09/30/96*+....      $0.0551
  For the year ended 03/31/96........      $0.0523
  For the year ended 03/31/95........           --
  For the period ended 03/31/94*.....           --
CORE GROWTH(3)
  For the period ended 09/30/96*+....      $0.0567
  For the year ended 03/31/96........      $0.0593
  For the year ended 03/31/95........           --
  For the period ended 03/31/94*.....           --
INCOME & GROWTH(4)
  For the period ended 09/30/96*+....      $0.0569
  For the year ended 03/31/96........      $0.0597
  For the year ended 03/31/95........           --
  For the period ended 03/31/94*.....           --
BALANCED GROWTH(3)
  For the period ended 09/30/96*+....      $0.0593
  For the year ended 03/31/96........      $0.0594
  For the year ended 03/31/95........           --
  For the period ended 03/31/94*.....           --
GOVERNMENT INCOME FUND(3)
  For the period ended 09/30/96*+....           --
  For the year ended 03/31/96........           --
  For the year ended 03/31/95........           --
  For the period ended 03/31/94......           --
EMERGING COUNTRIES FUND(4)
  For the period ended 09/30/96*+....      $0.0015
  For the year ended 03/31/96........      $0.0022
  For the period ended 03/31/95*.....           --
INTERNATIONAL GROWTH FUND(5)
  For the period ended 09/30/96*+....      $0.0208
  For the year ended 03/31/96........      $0.0128
  For the year ended 03/31/95........           --
  For the period ended 03/31/94*.....           --
WORLDWIDE GROWTH FUND(3)
  For the period ended 09/30/96*+....      $0.0173
  For the year ended 03/31/96........      $0.0187
  For the year ended 03/31/95........           --
  For the period ended 03/31/94*.....           --
</TABLE>
 
- -----------------
(1)Commenced operations on July 12, 1995.
 
(2)Commenced operations on October 1, 1993.
 
(3)Commenced operations on April 19, 1993.
 
(4)Commenced operations on November 28, 1994.
 
(5)Commenced operations on January 3, 1994.
 
 *Annualized
 
 +Unaudited
 
- --------------------------------------------------------------------------------
 
                                                                              50
<PAGE>
                      (This page intentionally left blank)


51
<PAGE>
SCHEDULE OF INVESTMENTS SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
FULLY DISCRETIONARY FIXED INCOME FUND
 
                                                 PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
U.S. TREASURY OBLIGATIONS -- 19.8%
- ---------------------------------------------------------
 
<TABLE>
<S>                                               <C>           <C>
U.S. TREASURY BONDS -- 7.3%
  8.50%, 02/15/20............................     $ 120,000     $    139,406
  6.25%, 08/15/23............................        50,000           45,180
  7.63%, 02/15/25............................        85,000           91,269
  6.88%, 08/15/25............................        50,000           49,258
                                                                ------------
                                                                     325,113
                                                                ------------
U.S. TREASURY NOTES -- 7.5%
  7.38%, 11/15/97............................       105,000          106,657
  5.88%, 08/15/98............................       235,000          234,008
                                                                ------------
                                                                     340,665
                                                                ------------
U.S. TREASURY STRIPS -- 5.0%
  0.00%, 08/15/04............................       385,000          228,555
                                                                ------------
TOTAL U.S. TREASURY OBLIGATIONS
  (Cost $897,547)..........................................          894,333
                                                                ------------
- ----------------------------------------------------------------------------
AGENCY OBLIGATIONS -- 55.4%
- ----------------------------------------------------------------------------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -- 20.2%
  POOL 50700
    11.50%, 02/15/12.........................         9,262           10,533
  POOL 64054
    11.50%, 02/15/13.........................         8,225            9,328
  POOL 57459
    12.00%, 02/15/13.........................         2,324            2,698
  POOL 125096
    12.00%, 03/15/15.........................         2,312            2,691
  POOL 141741
    11.00%, 11/15/15.........................        14,617           16,434
  POOL 321741
    7.50%, 01/15/23..........................       371,539          368,752
  POOL 336173
    7.50%, 04/15/23..........................       364,534          362,030
  POOL 352025
    7.50%, 11/15/23..........................       145,285          144,195
                                                                ------------
                                                                     916,661
                                                                ------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 19.3%
  POOL 303481
    10.00%, 10/01/05.........................       162,942          173,381
  POOL 303758
    9.50%, 07/01/06..........................       163,503          172,240
  1993 87 HA
    6.00%, 10/25/21..........................       125,000          117,070
  1993 160PK
    6.50%, 11/25/22..........................       160,000          150,349
  1993 138K
    6.75%, 11/25/22..........................        80,000           76,374
  1993 183K
    6.50%, 07/25/23..........................       200,000          183,000
                                                                ------------
                                                                     872,414
                                                                ------------
</TABLE>
 
                                                 PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
FEDERAL HOME LOAN MORTGAGE CORPORATION -- 15.9%
  POOL 380032
    10.00%, 10/01/03.........................     $ 126,675     $    134,196
  POOL 200112
    9.50%, 11/01/05..........................       114,399          120,083
  POOL 1702 A
    6.50%, 04/15/22..........................        90,000           85,444
  POOL 1669 G
    6.50%, 02/15/23..........................       190,000          182,043
  POOL 1836 H
    6.50%, 09/15/24..........................        95,000           89,597
  POOL 1906 D
    7.50%, 05/15/26..........................       115,000          110,472
                                                                ------------
                                                                     721,835
                                                                ------------
TOTAL AGENCY OBLIGATIONS
  (Cost $2,545,263)........................................
                                                                   2,510,910
                                                                ------------
- ----------------------------------------------------------------------------
CORPORATE BONDS -- 4.5%
- ----------------------------------------------------------------------------
  AT&T UNIVERSAL CARD MASTER TRUST
    5.95%, 10/17/02..........................        70,000           68,163
  AMRO BANK, N.Y.
    7.00%, 04/01/08..........................        45,000           43,639
  BELL SOUTH TELECOM.........................
    7.00%, 12/01/45..........................       100,000           92,976
                                                                ------------
TOTAL CORPORATE BONDS
  (Cost $217,077)..........................................
                                                                     204,778
                                                                ------------
- ----------------------------------------------------------------------------
FOREIGN BONDS -- 17.4%
- ----------------------------------------------------------------------------
  DENMARK BULLET
    9.00%, 11/15/00........................DK     1,000,000          192,514
  FEDERAL NATIONAL MORTGAGE ASSOCATION GLOBAL
    5.00%, 02/16/01........................DM       600,000          392,429
  GERMANY UNITY FUND
    8.50%, 02/20/01........................DM       275,000          204,917
                                                                ------------
TOTAL FOREIGN BONDS
  (Cost $786,484)..........................................
                                                                     789,860
                                                                ------------
- ----------------------------------------------------------------------------
DISCOUNT NOTES -- 6.1%
- ----------------------------------------------------------------------------
  FEDERAL HOME LOAN BANK
    5.18%, 10/02/96
    (Cost $274,960)..........................       275,000          274,960
                                                                ------------
TOTAL INVESTMENTS -- 103.2%
  (Cost $4,721,331)........................................
                                                                $  4,674,841
LIABILITIES IN EXCESS OF OTHER ASSETS -- (3.2%)............
                                                                    (144,301)
                                                                ------------
NET ASSETS -- 100.0%.......................................
                                                                $  4,530,540
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              52
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
SHORT-INTERMEDIATE FIXED INCOME FUND
 
                                                  PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
U.S. TREASURY OBLIGATIONS -- 6.0%
- ---------------------------------------------------------
 
<TABLE>
<S>                                               <C>           <C>
U.S. TREASURY NOTES
  4.75%, 10/31/98............................     $100,000      $     97,328
  5.50%, 11/15/98............................      200,000           197,406
                                                                ------------
TOTAL U. S. TREASURY OBLIGATIONS
  (Cost $294,399)..........................................          294,734
                                                                ------------
- ----------------------------------------------------------------------------
AGENCY OBLIGATIONS -- 39.2%
- ----------------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATION -- 28.2%
  POOL 380032
    10.00%, 10/01/03.........................        7,420             7,860
  POOL 380062
    9.50%, 11/01/04..........................      267,519           281,397
  POOL 1472E
    6.25%, 02/15/05..........................      200,000           198,936
  POOL 380078
    9.00%, 04/01/05..........................      149,158           154,751
  POOL 200112
    9.50%, 11/01/05..........................      163,991           172,139
  POOL G10453
    9.00%, 06/01/07..........................       84,079            87,284
  POOL 1552 EA
    5.85%, 01/15/17..........................      185,000           180,375
  POOL 1836D
    6.25%, 04/15/26..........................      300,000           294,188
                                                                ------------
TOTAL FHLMCS.................................                      1,376,930
                                                                ------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 4.9%
  POOL 50155
    10.00%, 12/01/03.........................        7,585             8,088
  POOL 1991-95Z
    8.50%, 11/25/05..........................      221,495           223,953
  POOL 2454
    14.75%, 10/01/12.........................        7,037             8,453
                                                                ------------
TOTAL FNMAS..................................                        240,494
                                                                ------------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -- 6.1%
  POOL 780328
    10.00%, 10/15/06.........................      163,042           172,621
  POOL 64054
    11.50%, 02/15/13.........................        8,225             9,328
  POOL 59779
    11.50%, 03/15/13.........................        3,357             3,818
  POOL 65569
    12.00%, 09/15/13.........................          700               734
  POOL 67134
    12.00%, 09/15/13.........................        1,804             2,095
  POOL 780179
    12.00%, 10/15/15.........................       74,570            86,968
  POOL 141741
    11.00%, 11/15/15.........................       10,277            11,555
  POOL 200947
    9.50%, 12/15/17..........................        8,398             9,059
                                                                ------------
TOTAL GNMAS..................................                        296,178
                                                                ------------
TOTAL AGENCY OBLIGATIONS
  (Cost $1,911,791)........................................        1,913,602
                                                                ------------
</TABLE>
 
                                                  PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                               <C>           <C>
CMOs AND ASSET-BACKED SECURITIES -- 47.4%
- ----------------------------------------------------------------------------
AUTOS -- 19.2%
  DAIMLER-BENZ AUTO GRANTOR TRUST 1993-A
    3.90%, 10/15/98..........................     $  1,889      $      1,872
  CARCO AUTO LOAN MASTER TRUST 1994-2
    7.88%, 07/15/99..........................      200,000           202,936
  NATIONS BANK AUTO TRUST 1996-A2
    6.13%, 07/15/99..........................      200,000           200,124
  PREMIER AUTO TRUST 1994-4
    6.20%, 10/02/97..........................       29,536            29,555
  PREMIER AUTO TRUST 1995-2A5
    7.15%, 02/04/99..........................      250,000           252,699
  PREMIER AUTO TRUST 1995-3A4
    6.10%, 07/06/99..........................      250,000           250,077
                                                                ------------
TOTAL AUTOS..................................                        937,263
                                                                ------------
BANKS -- 8.8%
  SIGNET CREDIT CARD MASTER TRUST
    5.20%, 02/15/02..........................      235,000           229,931
  STANDARD CREDIT CARD MASTER TRUST 1995-10A
    5.90%, 02/07/01..........................      200,000           197,562
                                                                ------------
TOTAL BANKS..................................                        427,493
                                                                ------------
FINANCE -- 15.3%
  AMERICAN EXPRESS 1992-1
    6.05%, 07/15/97..........................      200,000           200,000
  AT&T UNIVERSAL CARD MASTER TRUST
    5.95%, 10/17/02..........................      225,000           219,094
  BANC ONE CREDIT CARD 94-B
    7.55%, 12/15/99..........................      175,000           177,597
  FIRST DEPOSIT MASTER TRUST 1995-2
    6.05%, 08/15/02..........................      150,000           149,625
                                                                ------------
TOTAL FINANCE................................                        746,316
                                                                ------------
RETAIL -- 4.1%
  SEARS CREDIT ACCOUNT MATER TRUST 1994-2
    7.25%, 07/16/01..........................      200,000           202,062
                                                                ------------
TOTAL CMO'S AND ASSET-BACKED SECURITIES
  (Cost $2,331,422)........................................        2,313,134
                                                                ------------
- ----------------------------------------------------------------------------
DISCOUNT NOTES -- 6.3%
- ----------------------------------------------------------------------------
FEDERAL FARM CREDIT BANK
    5.18%, 10/01/96..........................     $ 15,000      $     15,000
    5.18%, 10/01/96..........................      290,000           290,000
                                                                ------------
TOTAL DISCOUNT NOTES
  (Cost $305,000)..........................................          305,000
                                                                ------------
TOTAL INVESTMENTS -- 98.9%
  (Cost $4,842,612)........................................     $  4,826,470
OTHER ASSETS LESS LIABILITIES -- 1.1%......................           52,232
                                                                ------------
NET ASSETS -- 100.0%.......................................     $  4,878,702
                                                                ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
53
<PAGE>
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
STRATEGIC INCOME FUND
 
                                                   NUMBER
                                                  OF SHARES  VALUE
 
- ---------------------------------------------------------
COMMON STOCKS -- 10.2%
- ---------------------------------------------------------
<TABLE>
<S>                                                     <C>      <C>
INVESTMENT COMPANY -- 2.6%
  Merrill Lynch "IGL", (Strypes)......................   2,500   $   100,937
                                                                 -----------
MEDICAL SUPPLIES -- 3.3%
  United States Surgical Corp.........................   3,000       127,500
                                                                 -----------
SOAPS/COSMETICS -- 2.2%
  AJL Peps Trust......................................   4,300        84,925
                                                                 -----------
TELEPHONE -- 2.1%
  Nortel Inversora SA.................................   2,000        80,750
                                                                 -----------
TOTAL COMMON STOCKS
  (Cost $370,127)..............................................      394,112
                                                                 -----------
- ---------------------------------------------------------
 
<CAPTION>
CONVERTIBLE PREFERRED STOCKS -- 6.3%
<S>                                                     <C>      <C>
- ----------------------------------------------
FINANCE COMPANY -- 3.0%
  Ahmanson H.F. and Company...........................   1,900       116,850
                                                                 -----------
GAS UTILITIES -- 1.0%
  MCN Corp............................................   1,300        36,319
                                                                 -----------
MULTI-LINE INSURERS -- 2.3%
  American Bankers Insurance Group....................   1,500        88,781
                                                                 -----------
TOTAL PREFERRED STOCKS
  (Cost $225,504)..............................................      241,950
                                                                 -----------
</TABLE>
<TABLE>
<CAPTION>
                                                        PRINCIPAL
                                                         AMOUNT        VALUE
<S>                                                     <C>         <C>
- ---------------------------------------------------------
 
<CAPTION>
CONVERTIBLE CORPORATE BONDS -- 48.0%
<S>                                                     <C>         <C>
- ----------------------------------------------
BROADCASTING -- 2.7%
  Sinclair Broadcasting Group, Inc.
    10.000%, 09/30/05.................................  $100,000    $   101,500
                                                                    -----------
COMPUTERS/OFFICE AUTOMATION -- 2.6%
  Data General Corp.
    7.750%, 06/01/01..................................   100,000         99,625
                                                                    -----------
CONTRACT DRILLING -- 2.7%
  Cliffs Drilling
    10.250%, 05/15/03.................................   100,000        104,250
                                                                    -----------
COSMETICS - SOAPS -- 2.0%
  Revlon Consumer Products Corp.
    10.500%, 02/15/03.................................    75,000         78,375
                                                                    -----------
ENVIRONMENTAL SERVICES -- 2.7%
  Molten Metals Technology, Inc.
    5.500%, 05/01/06..................................   100,000        101,000
                                                                    -----------
FINANCIAL SERVICES -- 2.7%
  Ocwen Financial Corp.
    11.875%, 01/01/03.................................   100,000        105,000
                                                                    -----------
INDUSTRIAL ENGINEERING/CONSTRUCTION -- 2.5%
  Empresas CA, Sociedad
    5.000%, 03/15/04..................................   135,000         94,669
                                                                    -----------
</TABLE>
 
                                                  PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                                     <C>         <C>
LEISURE/GAMING -- 6.3%
  Bally's Grand, Inc.
    10.375%, 12/15/03.................................  $ 75,000    $    82,500
  Casino Magic Louisiana
    13.000%, 08/15/03.................................    75,000         76,594
  Majestic Star Casino
    12.750%, 05/15/03.................................    75,000         82,500
                                                                    -----------
                                                                        241,594
                                                                    -----------
LIFE INSURER -- 1.3%
  Penncorp Financial Group
    09.250%, 12/15/03.................................    50,000         50,938
                                                                    -----------
OIL/GAS PRODUCTION -- 3.6%
  KCS Energy, Inc.
    11.000%, 01/15/03.................................   125,000        136,250
                                                                    -----------
OTHER COMMUNICATIONS/INDUSTRIAL SERVICES -- 1.3%
  Iron Mountain, Inc.
    10.125%, 10/01/06.................................    50,000         51,250
                                                                    -----------
OTHER PRODUCERS/MANUFACTURING -- 3.8%
  Gencorp Inc.
    08.000%, 08/01/02.................................    70,000         73,588
  Poindexter J B, Inc.
    12.500%, 05/15/04.................................    75,000         72,187
                                                                    -----------
                                                                        145,775
                                                                    -----------
RESTAURANTS -- 2.0%
  Foodmaker, Inc.
    09.250%, 03/01/99.................................    75,000         75,375
                                                                    -----------
SPECIALITY CHAINS -- 2.0%
  Compusa, Inc.
    09.500%, 06/15/00.................................    75,000         77,250
                                                                    -----------
TELEPHONE -- 7.7%
  PriCellular Wire
    00.000% to 11/15/97
    14.000%, 11/15/01.................................   100,000         90,000
  Sygnet Wireless, Inc.
    11.500%, 10/01/06.................................   100,000        103,250
  Teleport Communications Group Inc.
    09.875%, 07/01/06.................................   100,000        103,250
                                                                    -----------
                                                                        296,500
                                                                    -----------
TELECOMMUNICATIONS EQUIPMENT -- 2.1%
  Net Sat Services (B2,B)
    12.750%, 08/05/04.................................    75,000         80,062
                                                                    -----------
TOTAL CORPORATE BONDS
  (Cost $1,775,928)..............................................     1,839,413
                                                                    -----------
- ---------------------------------------------------------
<CAPTION>
AGENCY OBLIGATIONS -- 27.8%
<S>                                                     <C>         <C>
- ----------------------------------------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 10.8%
  Pool 2468
    10.50%, 12/01/00..................................   120,169        127,491
  Pool 50319
    09.50%, 06/01/05..................................    68,926         72,674
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                             54
<PAGE>
- -------------------------------------------------------------------
 
                                                  PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
AGENCY OBLIGATIONS (Continued)
- ---------------------------------------------------------
<TABLE>
<S>                                                     <C>         <C>
FEDERAL NATIONAL MORTGAGE ASSOCIATION (CONTINUED)
  1991 95Z
    08.50%, 11/25/05..................................  $ 53,238    $    53,829
  1993 202H
    06.00%, 02/25/22..................................    25,000         23,195
  1993 183k
    06.50%, 07/25/23..................................    75,000         68,625
  1993 160PK
    06.50%, 11/25/22..................................    75,000         70,476
                                                                    -----------
                                                                        416,290
                                                                    -----------
FEDERAL HOME LOAN MORTGAGE CORPORATION -- 7.5%
  Pool 380003
    09.50%, 06/01/02..................................    36,997         38,373
  Pool 380062
    09.50%, 11/01/04..................................    80,726         84,913
  Pool 1356J
    05.50%, 10/15/20..................................    35,000         30,953
  Pool 1610PM
    06.25%, 04/15/22..................................    30,000         28,359
  Pool 1722PH
    06.50%, 08/15/22..................................   110,000        105,325
                                                                    -----------
                                                                        287,923
                                                                    -----------
</TABLE>
 
                                                  PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
<TABLE>
<S>                                                     <C>         <C>
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -- 9.5%
  Pool 357262
    07.50%, 09/15/23..................................  $139,084    $   138,041
  Pool 370281
    07.50%, 11/15/23..................................   227,043        225,340
                                                                    -----------
                                                                        363,381
                                                                    -----------
TOTAL AGENCY OBLIGATIONS
  (Cost $1,063,328)..............................................     1,067,594
                                                                    -----------
- ---------------------------------------------------------
 
<CAPTION>
COMMERCIAL PAPER -- 7.4%
<S>                                                     <C>         <C>
- ----------------------------------------------
  Associates Corp of North America
    5.80%, 10/01/96
    (Cost $282,000)...................................   141,000        141,000
  Merrill Lynch, Pierce, Fenner, and Smith
    5.85%, 10/01/96...................................   141,000        141,000
                                                                    -----------
TOTAL COMMERCIAL PAPER
  (Cost $282,000)................................................       282,000
                                                                    -----------
TOTAL INVESTMENTS -- 99.7%
  (Cost $3,716,887)..............................................   $ 3,825,069
OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.3%....................        10,064
                                                                    -----------
NET ASSETS -- 100.0%.............................................   $ 3,835,133
                                                                    -----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
55
<PAGE>
SCHEDULE OF INVESTMENTS SEPTEMBER 30, 1996 (UNAUDITED)
- ------------------------------------------------------------------------
HIGH YIELD BOND FUND
 
                                                   NUMBER
                                                  OF SHARES  VALUE
 
- ---------------------------------------------------------
COMMON STOCK -- 0.2%
- ---------------------------------------------------------
<TABLE>
<S>                                         <C>      <C>
FINANCE COMPANY
  Ocwen Financial*
    (Cost $7,500).........................     500   $     10,188
                                                     ------------
 
<CAPTION>
                                            PRINCIPAL
                                            AMOUNT      VALUE
<S>                                         <C>      <C>
- -----------------------------------------------------------------
CORPORATE BONDS -- 92.0%
- -----------------------------------------------------------------
BROADCASTING -- 9.2%
  Sinclair Broadcasting Group, Incorp.
    10.000%, 09/30/96.....................  $200,000      203,000
  Telemundo Group, Incorp.
    07.000%, 02/15/96.....................  200,000       191,500
                                                     ------------
                                                          394,500
                                                     ------------
BUSINESS SERVICES -- 2.4%
  Iron Mountain, Incorp.
    10.125%, 10/01/06.....................  100,000       102,500
                                                     ------------
COSMETICS - SOAPS -- 5.5%
  Revlon Consumer Products Corp.
    10.500%, 02/15/03.....................  225,000       235,125
                                                     ------------
FINANCE COMPANY -- 5.5%
  Ocwen Financial
    11.875%, 10/01/03.....................  225,000       236,250
                                                     ------------
LESIURE/GAMING -- 15.8%
  Bally's Grand, Incorp.
    10.375%, 12/15/03.....................  225,000       247,500
  Casino Magic
    13.000%, 08/15/03.....................  225,000       229,781
  Majestic Star Casino
    12.750%, 05/15/03.....................  175,000       192,500
                                                     ------------
                                                          669,781
                                                     ------------
LIFE INSURER -- 2.4%
  Penncorp Financial Group
    09.250%, 12/15/03.....................  100,000       101,875
                                                     ------------
OIL/GAS PRODUCTION -- 5.7%
  KCS Energy, Incorp.
    11.000%, 01/15/03.....................  225,000       245,250
                                                     ------------
OILFIELD SERVICES/EQUIPMENT -- 7.3%
  Cliffs Drilling Co.
    10.250%, 05/15/03.....................  300,000       312,750
                                                     ------------
</TABLE>
 
                                                  PRINCIPAL
                                                   AMOUNT    VALUE
 
- ---------------------------------------------------------
 
<TABLE>
<S>                                         <C>      <C>
OTHER PRODUCERS/MANUFACTURING -- 4.5%
  Poindexter J B, Incorp.
    12.500%, 05/15/04.....................  $200,000 $    192,500
                                                     ------------
RESTAURANTS -- 4.1%
  Foodmaker, Incorp.
    09.250%, 03/01/99.....................  175,000       175,875
                                                     ------------
SPECIALTY CHAINS -- 3.6%
  Compusa, Incorp.
    9.500%, 06/15/00......................  150,000       154,500
                                                     ------------
TELEPHONE -- 21.0%
  Intermedia Communications
    0.000% to 5/01/97; 14.000%,
    11/15/01..............................  150,000        94,125
  Pricellular Wire*
    0.000% to 11/15/97; 14.000%,
    11/15/01..............................  200,000       180,000
  Sygnet Wireless,
    11.500%, 10/01/06.....................  250,000       258,125
  Teleport Communications
    09.875%, 07/01/06.....................  300,000       309,750
  Winstar Communications
    14.000%, 10/15/05.....................  100,000        57,000
                                                     ------------
                                                          899,000
                                                     ------------
TELECOMMUNICATIONS EQUIPMENT -- 5.0%
  Net Sat Services
    12.750%, 08/05/04.....................  200,000       213,500
                                                     ------------
TOTAL CORPORATE BONDS
  (Cost $3,833,187)................................  $  3,933,406
                                                     ------------
- -----------------------------------------------------------------
ZERO COUPON BONDS -- 5.2%
- -----------------------------------------------------------------
SOAP/COSMETICS
  Revlon Worldwide Co.*
    (Cost $213,815).......................  $250,000      220,312
                                                     ------------
- -----------------------------------------------------------------
COMMERCIAL PAPER -- 3.4%
- -----------------------------------------------------------------
  Merrill Lynch Pierce Fenner & Smith
    5.850%, 10/01/96 (Cost$145,000).......  145,000       145,000
                                                     ------------
TOTAL INVESTMENTS -- 100.8%
  (Cost$4,199,502).................................  $  4,308,906
LIABILITIES IN EXCESS OF OTHER ASSETS -- (0.8%)....       (34,686)
                                                     ------------
NET ASSETS -- 100.0%...............................  $  4,274,220
                                                     ------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              56
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- CONTINUED
- --------------------------------------------------------------------------------
 
STATEMENTS OF ASSETS AND LIABILITIES FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
SEPTEMBER 30, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                  MINI CAP      EMERGING         CORE         INCOME &       BALANCED
                                   GROWTH        GROWTH         GROWTH         GROWTH         GROWTH
                                    FUND          FUND           FUND           FUND           FUND
<S>                             <C>           <C>            <C>            <C>            <C>
                                -----------------------------------------------------------------------
ASSETS
  Investments, at value*......  $ 30,490,477  $ 610,921,587  $ 501,507,845  $ 120,339,331  $ 27,092,084
  Foreign currencies, at
    value**...................            --             --             --             --            --
  Cash........................           476             --          4,046            900           651
  Receivable for investment
    securities sold...........       461,275      4,455,633      4,402,001      1,701,034     1,110,525
  Receivable for interests
    sold......................        21,000      1,367,624        566,885        323,581        26,500
  Dividends receivable........         5,285         79,563         56,430        215,769         3,759
  Interest receivable.........            --            262             --        621,033       204,673
  Due from adviser............            --             --             --             --            --
  Deferred organization
    costs.....................            --         18,693         24,091         11,947         8,522
  Other assets................            91          3,879         25,137            532            61
                                -----------------------------------------------------------------------
      Total assets............    30,978,604    616,847,241    506,586,435    123,214,127    28,446,775
                                -----------------------------------------------------------------------
LIABILITIES
  Payable for investment
    securities purchased......       857,304             --             --             --            --
  Payable for interests
    repurchased...............            --      7,426,621      7,012,750      2,792,669     1,126,250
  Due to adviser..............            --        743,930        534,968         48,882       139,356
  Accrued expenses............        38,339        572,559        396,561        104,065        21,486
  Cash overdraft..............            --        161,620             --             --            --
                                -----------------------------------------------------------------------
      Total liabilities.......       895,643      8,904,730      7,944,279      2,945,616     1,287,092
                                -----------------------------------------------------------------------
NET ASSETS....................  $ 30,082,961  $ 607,942,511  $ 498,642,156  $ 120,268,511  $ 27,159,683
                                -----------------------------------------------------------------------
COMPOSITION OF NET ASSETS
  Paid-in capital.............  $ 23,368,865  $ 355,184,425  $ 343,504,966  $  81,533,055  $ 19,872,942
  Accumulated net investment
    income (deficit)..........      (236,541)    (8,203,977)    (1,423,696)    13,587,460     1,740,133
  Accumulated net realized
    gain (loss)...............     1,110,856     87,904,363     47,256,935      9,362,281     1,742,511
  Accumulated net realized
    foreign exchange gain
    (loss)....................            --             --             --             --            --
  Net unrealized foreign
    exchange gain (loss)......            --             --             --             --            --
  Net unrealized appreciation
    (depreciation) on
    investments...............     5,839,781    173,057,700    109,303,951     15,785,715     3,804,097
                                -----------------------------------------------------------------------
      Net assets..............  $ 30,082,961  $ 607,942,511  $ 498,642,156  $ 120,268,511  $ 27,159,683
                                -----------------------------------------------------------------------
 *Investments, at cost          $ 24,650,696  $ 437,863,887  $ 392,203,894  $ 104,553,616  $ 23,287,987
                                -----------------------------------------------------------------------
**Foreign currencies, at cost             --             --             --             --            --
                                -----------------------------------------------------------------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
57
<PAGE>
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           FULLY         SHORT-
                                               EMERGING    INTERNATIONAL   WORLDWIDE    DISCRETIONARY INTERMEDIATE   STRATEGIC
                                   VALUE      COUNTRIES       GROWTH        GROWTH      FIXED INCOME  FIXED INCOME    INCOME
                                   FUND          FUND          FUND          FUND           FUND          FUND         FUND
<S>                             <C>          <C>           <C>           <C>            <C>           <C>           <C>
                                -----------------------------------------------------------------------------------------------
ASSETS
  Investments, at value*......  $ 2,362,775  $ 62,453,184  $ 45,289,261  $ 100,021,160   $4,674,841    $4,826,470   $ 3,825,069
  Foreign currencies, at
    value**...................           --       346,142     1,429,378      2,666,936           --            --            --
  Cash........................        2,558           666            --            530        3,119         1,577           253
  Receivable for investment
    securities sold...........           --       935,576        41,818      1,969,837      275,298            --            --
  Receivable for interests
    sold......................           --       507,199     1,431,833        122,036       12,860            --        10,534
  Dividends receivable........        6,292        46,169       110,535        201,917           --            --        12,552
  Interest receivable.........           --            --            --             --       65,185        35,896        40,434
  Due from adviser............        1,351            --            --             --        6,965         7,861            --
  Deferred organization
    costs.....................           --            --           679          9,703        1,709         1,709            --
  Other assets................           --         2,800         1,032            351        5,334        18,535            --
                                -----------------------------------------------------------------------------------------------
      Total assets............    2,372,976    64,291,736    48,304,536    104,992,470    5,045,311     4,892,048     3,888,842
                                -----------------------------------------------------------------------------------------------
LIABILITIES
  Payable for investment
    securities purchased......           --     2,764,775     3,039,586      3,978,944      499,319            --        50,000
  Payable for interests
    repurchased...............           --         9,137            --        135,963           --            --            --
  Due to adviser..............           --            --            --             --           --            --            --
  Accrued expenses............        4,639        90,199        37,547        119,116       15,452        13,346         3,709
  Cash overdraft..............           --            --       140,824             --           --            --            --
                                -----------------------------------------------------------------------------------------------
      Total liabilities.......        4,639     2,864,111     3,217,957      4,234,023      514,771        13,346        53,709
                                -----------------------------------------------------------------------------------------------
NET ASSETS....................  $ 2,368,337  $ 61,427,625  $ 45,086,579  $ 100,758,447   $4,530,540    $4,878,702   $ 3,835,133
                                -----------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
  Paid-in capital.............  $ 2,133,216  $ 56,430,674  $ 40,848,416  $  69,608,120   $4,517,079    $4,665,418   $ 3,627,021
  Accumulated net investment
    income (deficit)..........       19,886        84,234       119,725        488,560      198,617       261,241        46,628
  Accumulated net realized
    gain (loss)...............       95,192      (134,561)      349,175     14,898,238     (151,156)      (31,815)       53,302
  Accumulated net realized
    foreign exchange gain
    (loss)....................           --       (57,873)       95,152        757,906         (146)           --            --
  Net unrealized foreign
    exchange gain (loss)......           --         1,842        (2,254)        (6,857)      12,636            --            --
  Net unrealized appreciation
    (depreciation) on
    investments...............      120,043     5,103,309     3,676,365     15,012,480      (46,490)      (16,142)      108,182
                                -----------------------------------------------------------------------------------------------
      Net assets..............  $ 2,368,337  $ 61,427,625  $ 45,086,579  $ 100,758,447   $4,530,540    $4,878,702   $ 3,835,133
                                -----------------------------------------------------------------------------------------------
 *Investments, at cost          $ 2,242,732  $ 57,349,875  $ 41,612,896  $  85,008,680   $4,721,331    $4,842,612   $ 3,716,887
                                -----------------------------------------------------------------------------------------------
**Foreign currencies, at cost            --  $    345,999  $  1,439,151  $   2,691,094           --            --            --
                                -----------------------------------------------------------------------------------------------
 
<CAPTION>
 
                                HIGH YIELD
                                   BOND
                                   FUND
<S>                             <C>
 
ASSETS
  Investments, at value*......  $ 4,308,906
  Foreign currencies, at
    value**...................           --
  Cash........................          515
  Receivable for investment
    securities sold...........           --
  Receivable for interests
    sold......................           --
  Dividends receivable........           --
  Interest receivable.........       68,423
  Due from adviser............           --
  Deferred organization
    costs.....................           --
  Other assets................           --
 
      Total assets............    4,377,844
 
LIABILITIES
  Payable for investment
    securities purchased......      100,000
  Payable for interests
    repurchased...............           --
  Due to adviser..............           --
  Accrued expenses............        3,624
  Cash overdraft..............           --
 
      Total liabilities.......      103,624
 
NET ASSETS....................  $ 4,274,220
 
COMPOSITION OF NET ASSETS
  Paid-in capital.............  $ 4,029,069
  Accumulated net investment
    income (deficit)..........       59,425
  Accumulated net realized
    gain (loss)...............       76,322
  Accumulated net realized
    foreign exchange gain
    (loss)....................           --
  Net unrealized foreign
    exchange gain (loss)......           --
  Net unrealized appreciation
    (depreciation) on
    investments...............      109,404
 
      Net assets..............  $ 4,274,220
 
 *Investments, at cost          $ 4,199,502
 
**Foreign currencies, at cost            --
 
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              58
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF OPERATIONS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
FOR THE PERIOD ENDED SEPTEMBER 30, 1996 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                 MINI CAP      EMERGING        CORE       INCOME &     BALANCED
                                  GROWTH        GROWTH        GROWTH       GROWTH       GROWTH
                                   FUND          FUND          FUND         FUND         FUND
<S>                             <C>          <C>           <C>           <C>          <C>
                                -----------------------------------------------------------------
INVESTMENT INCOME:
  Dividends...................  $    21,214  $    465,839  $    535,873  $   749,168  $    30,032
  Interest....................       34,108       847,900       719,415    1,736,898      422,677
                                -----------------------------------------------------------------
    Total income..............       55,322     1,313,739     1,255,288    2,486,066      452,709
                                -----------------------------------------------------------------
EXPENSES:
  Advisory fee................      180,936     3,017,321     1,712,555      423,507       96,012
  Accounting fee..............       35,625        92,788        80,662       39,399       37,500
  Administration fee..........        4,452        17,500        70,223       17,372        3,937
  Audit & tax fees............        3,639        75,900        57,549       14,237        3,228
  Custodian fee...............       21,462        67,232        38,123       11,582       11,681
  Insurance...................          175         7,775         2,861          668           91
  Legal fee...................          163         3,402         2,579          638          145
  Miscellaneous...............        1,235        25,752        19,904        4,830        1,095
  Organization costs..........           --         4,269         7,792        3,865        2,758
  Trustees' fee...............        4,319         3,564         3,564        3,564        3,564
                                -----------------------------------------------------------------
    Total expense.............      252,006     3,315,503     1,995,812      519,662      160,011
  Less: Reimbursement to
    (from) adviser............      (33,435)           --            --       16,780      (38,396)
                                -----------------------------------------------------------------
      Net expenses............      218,571     3,315,503     1,995,812      536,442      121,615
                                -----------------------------------------------------------------
        Net investment income
          (deficit)...........     (163,249)   (2,001,764)     (740,524)   1,949,624      331,094
                                -----------------------------------------------------------------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss)
    from security
    transactions..............    1,166,750    63,561,561    28,329,596    6,413,257    1,032,726
  Net realized foreign
    exchange gain (loss)......           --            --            --           --           --
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currencies................    2,679,530    12,427,523    20,550,277    1,520,523    1,059,501
                                -----------------------------------------------------------------
      Net gain (loss) on
        investments...........    3,846,280    75,989,084    48,879,873    7,933,780    2,092,227
                                -----------------------------------------------------------------
NET INCREASE (DECREASE) IN NET
 ASSETS RESULTING FROM
 OPERATIONS...................  $ 3,683,031  $ 73,987,320  $ 48,139,349  $ 9,883,404  $ 2,423,321
                                -----------------------------------------------------------------
</TABLE>
 
- -------------
 +Commenced operations on April 30, 1996.
++Commenced operations on July 31, 1996.
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
59
<PAGE>
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                     FULLY         SHORT-
                                            EMERGING    INTERNATIONAL  WORLDWIDE  DISCRETIONARY INTERMEDIATE  STRATEGIC  HIGH YIELD
                                  VALUE     COUNTRIES     GROWTH       GROWTH     FIXED INCOME  FIXED INCOME   INCOME       BOND
                                  FUND+       FUND         FUND         FUND          FUND          FUND       FUND++      FUND++
<S>                             <C>        <C>          <C>          <C>          <C>           <C>           <C>        <C>
                                ----------------------------------------------------------------------------------------------------
INVESTMENT INCOME:
  Dividends...................  $  26,384  $   323,642   $ 244,293   $   507,538   $  151,459    $  154,377   $  45,089   $  64,091
  Interest....................      2,258       59,829      30,185        42,376           --            --       5,922          --
                                ----------------------------------------------------------------------------------------------------
    Total income..............     28,642      383,471     274,478       549,914      151,459       154,377      51,011      64,091
                                ----------------------------------------------------------------------------------------------------
EXPENSES:
  Advisory fee................      6,867      271,596     196,401       505,580       10,125         7,260       3,757       3,999
  Accounting fee..............      3,750       45,266      37,500        37,733       31,250        31,250          --          --
  Administration fee..........        282        6,654       6,031        15,562          693           745         189         201
  Audit & tax fees............        231        5,481       4,954        12,757          568           612         157         167
  Custodian fee...............      1,964       12,202      17,797        60,163        6,168         5,918       1,210         760
  Insurance...................         --          132         168           735            9            91          --          --
  Legal fee...................         10          246         222           572           26            27           7           7
  Miscellaneous...............         78        1,859       1,681         4,328          193           208          53          57
  Organization costs..........         --           --         150         3,156          245           245          --          --
  Trustees' fee...............      2,070        3,564       3,564         3,564        4,147         4,147       1,388       1,388
                                ----------------------------------------------------------------------------------------------------
    Total expense.............     15,252      347,000     268,468       644,150       53,424        50,503       6,761       6,579
  Less: Reimbursement to
    (from) adviser............     (6,496)         642      (3,327)      (37,454)     (44,424)      (43,243)     (2,378)     (1,913)
                                ----------------------------------------------------------------------------------------------------
      Net expenses............      8,756      347,642     265,141       606,696        9,000         7,260       4,383       4,666
                                ----------------------------------------------------------------------------------------------------
        Net investment income
          (deficit)...........     19,886       35,829       9,337       (56,782)     142,459       147,117      46,628      59,425
                                ----------------------------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED
  GAIN (LOSS) ON INVESTMENTS:
  Net realized gain (loss)
    from security
    transactions..............     95,192      121,909     538,673     7,403,797     (129,328)      (37,941)     53,302      76,322
  Net realized foreign
    exchange gain (loss)......         --      (33,016)    (70,052)     (149,957)      (1,008)           --          --          --
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currencies................    120,043    3,726,624   1,140,702      (124,779)      95,729        14,466     108,182     109,404
                                ----------------------------------------------------------------------------------------------------
      Net gain (loss) on
        investments...........    215,235    3,815,517   1,609,323     7,129,061      (34,607)      (23,475)    161,484     185,726
                                ----------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS..................  $ 235,121  $ 3,851,346   $1,618,660  $ 7,072,279   $  107,852    $  123,642   $ 208,112   $ 245,151
                                ----------------------------------------------------------------------------------------------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              60
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
<TABLE>
<CAPTION>
                                   MINI CAP GROWTH FUND          EMERGING GROWTH FUND
                                ---------------------------  ----------------------------
                                   FOR THE                      FOR THE
                                PERIOD ENDED     FOR THE     PERIOD ENDED      FOR THE
                                SEPTEMBER 30,  PERIOD ENDED  SEPTEMBER 30,   YEAR ENDED
                                    1996        MARCH 31,        1996         MARCH 31,
                                 (UNAUDITED)      1996+       (UNAUDITED)       1996
<S>                             <C>            <C>           <C>            <C>
                                ---------------------------------------------------------
INCREASE (DECREASE) IN NET
 ASSETS OPERATIONS
  Net investment income
    (deficit).................   $  (163,249)   $  (73,292)  $  (2,001,764) $  (2,945,373)
  Net realized gain (loss)
    from security
    transactions..............     1,166,750       (55,894)     63,561,561     78,797,996
  Change in net unrealized
    appreciation
    (depreciation) of
    investments...............     2,679,530     3,160,251      12,427,523     91,635,716
                                ---------------------------------------------------------
    Net increase (decrease) in
      net assets from
      operations..............     3,683,031     3,031,065      73,987,320    167,488,339
                                ---------------------------------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...     6,060,120    22,441,390     151,775,458    107,044,506
  Withdrawals by partners.....    (4,924,159 )    (208,486 )  (201,906,649)  (161,495,614)
                                ---------------------------------------------------------
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............     1,135,961    22,232,904     (50,131,191)   (54,451,108)
                                ---------------------------------------------------------
      Total increase
        (decrease) in net
        assets................     4,818,992    25,263,969      23,856,129    113,037,231
NET ASSETS
  BEGINNING OF PERIOD.........    25,263,969            --     584,086,382    471,049,151
                                ---------------------------------------------------------
  END OF PERIOD...............  $ 30,082,961   $25,263,969   $ 607,942,511  $ 584,086,382
                                ---------------------------------------------------------
</TABLE>
 
- -------------
   + Commenced operations on July 12, 1995.
  ++ Commenced operations on April 30, 1996.
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
61
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      CORE GROWTH FUND            INCOME & GROWTH FUND         BALANCED GROWTH FUND
                                      CORE GROWTH FUND            INCOME & GROWTH FUND         BALANCED GROWTH FUND
                                ----------------------------  ----------------------------  ---------------------------
                                ----------------------------  ----------------------------  ---------------------------
                                   FOR THE                       FOR THE                       FOR THE
                                PERIOD ENDED      FOR THE     PERIOD ENDED      FOR THE     PERIOD ENDED     FOR THE
                                SEPTEMBER 30,   YEAR ENDED    SEPTEMBER 30,   YEAR ENDED    SEPTEMBER 30,   YEAR ENDED
                                    1996         MARCH 31,        1996         MARCH 31,        1996        MARCH 31,
                                 (UNAUDITED)       1996        (UNAUDITED)       1996        (UNAUDITED)       1996
<S>                             <C>            <C>            <C>            <C>            <C>            <C>
                                ---------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................  $    (740,524) $    (752,357) $   1,949,624  $   4,142,172   $   331,094   $    638,909
  Net realized gain (loss)
    from security
    transactions..............     28,329,596     50,587,998      6,413,257     10,319,301     1,032,726      2,837,068
  Change in net unrealized
    appreciation
    (depreciation) of
    investments...............     20,550,277     52,583,826      1,520,523     10,732,341     1,059,501        742,010
                                ---------------------------------------------------------------------------------------
    Net increase (decrease) in
      net assets from
      operations..............     48,139,349    102,419,467      9,883,404     25,193,814     2,423,321      4,217,987
                                ---------------------------------------------------------------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...     72,503,285    113,757,799     14,602,221     15,608,507     4,474,202      4,914,004
  Withdrawals by partners.....    (42,543,081)   (79,489,585)   (15,975,050)   (35,130,807)   (3,582,391 )   (7,102,941)
                                ---------------------------------------------------------------------------------------
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............     29,960,204     34,268,214     (1,372,829)   (19,522,300)      891,811     (2,188,937)
                                ---------------------------------------------------------------------------------------
      Total increase
        (decrease) in net
        assets................     78,099,553    136,687,681      8,510,575      5,671,514     3,315,132      2,029,050
NET ASSETS
  BEGINNING OF PERIOD.........    420,542,603    283,854,922    111,757,936    106,086,422    23,844,551     21,815,501
                                ---------------------------------------------------------------------------------------
  END OF PERIOD...............  $ 498,642,156  $ 420,542,603  $ 120,268,511  $ 111,757,936  $ 27,159,683   $ 23,844,551
                                ---------------------------------------------------------------------------------------
 
<CAPTION>
                                 VALUE FUND
                                 VALUE FUND
                                -------------
                                -------------
                                   FOR THE
                                PERIOD ENDED
                                SEPTEMBER 30,
                                    1996
                                (UNAUDITED)++
<S>                             <C>
 
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................   $    19,886
  Net realized gain (loss)
    from security
    transactions..............        95,192
  Change in net unrealized
    appreciation
    (depreciation) of
    investments...............       120,043
 
    Net increase (decrease) in
      net assets from
      operations..............       235,121
 
TRANSACTIONS IN INTERESTS
  Contributions by partners...     2,206,940
  Withdrawals by partners.....       (73,724 )
 
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............     2,133,216
 
      Total increase
        (decrease) in net
        assets................     2,368,337
NET ASSETS
  BEGINNING OF PERIOD.........            --
 
  END OF PERIOD...............  $  2,368,337
 
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              62
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
NOTES TO THE FINANCIAL STATEMENTS -- Continued
- --------------------------------------------------------------------------------
 
STATEMENTS OF CHANGES IN NET ASSETS FOR NICHOLAS-APPLEGATE INVESTMENT TRUST
 
<TABLE>
<CAPTION>
                                  EMERGING COUNTRIES FUND     INTERNATIONAL GROWTH FUND
                                ---------------------------  ---------------------------
                                   FOR THE                      FOR THE
                                PERIOD ENDED     FOR THE     PERIOD ENDED     FOR THE
                                SEPTEMBER 30,   YEAR ENDED   SEPTEMBER 30,   YEAR ENDED
                                    1996        MARCH 31,        1996        MARCH 31,
                                 (UNAUDITED)       1996       (UNAUDITED)       1996
<S>                             <C>            <C>           <C>            <C>
                                --------------------------------------------------------
INCREASE (DECREASE) IN NET
 ASSETS OPERATIONS
  Net investment income
    (deficit).................   $    35,829   $     26,122   $   (56,782)  $     73,015
  Net realized gain (loss)
    from security transactions
    and foreign exchange......        88,893        (61,164)    7,253,840        259,455
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currency..................     3,726,624      1,751,439      (124,779)     2,584,830
                                --------------------------------------------------------
    Net increase (decrease) in
      net assets from
      operations..............     3,851,346      1,716,397     7,072,279      2,917,300
                                --------------------------------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...    39,571,901     16,175,253     6,500,703      6,044,445
  Withdrawals by partners.....    (1,894,608 )   (1,272,742)  (13,157,561 )   (2,768,514)
                                --------------------------------------------------------
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............    37,677,293     14,902,511    (6,656,858 )    3,275,931
                                --------------------------------------------------------
      Total increase
        (decrease) in net
        assets................    41,528,639     16,618,908       415,421      6,193,231
NET ASSETS
  BEGINNING OF PERIOD.........    19,898,986      3,280,078    23,805,628     17,612,397
                                --------------------------------------------------------
  END OF PERIOD...............  $ 61,427,625   $ 19,898,986  $ 45,086,579   $ 23,805,628
                                --------------------------------------------------------
</TABLE>
 
- -------------
 + Commenced operations on August 31, 1995.
++ Commenced operations on July 31, 1996.
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
63
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  FULLY DISCRETIONARY          SHORT-INTERMEDIATE
                                   WORLDWIDE GROWTH FUND          FULLY DISCRETIONARY          SHORT-INTERMEDIATE
                                                                   FIXED INCOME FUND            FIXED INCOME FUND
                                   WORLDWIDE GROWTH FUND           FIXED INCOME FUND            FIXED INCOME FUND
                                ----------------------------  ---------------------------  ---------------------------
                                ----------------------------  ---------------------------  ---------------------------
                                   FOR THE                       FOR THE                      FOR THE
                                PERIOD ENDED      FOR THE     PERIOD ENDED     FOR THE     PERIOD ENDED     FOR THE
                                SEPTEMBER 30,   YEAR ENDED    SEPTEMBER 30,  PERIOD ENDED  SEPTEMBER 30,  PERIOD ENDED
                                    1996         MARCH 31,        1996        MARCH 31,        1996        MARCH 31,
                                 (UNAUDITED)       1996        (UNAUDITED)      1996+       (UNAUDITED)      1996+
<S>                             <C>            <C>            <C>            <C>           <C>            <C>
                                --------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................  $     (56,782) $     299,362   $   142,459    $   56,158    $   147,117    $  114,124
  Net realized gain (loss)
    from security transactions
    and foreign exchange......      7,253,840      9,015,557      (130,336)      (20,966)       (37,941)        6,126
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currency..................       (124,779)     9,091,917        95,729      (129,583)        14,466       (30,608)
                                --------------------------------------------------------------------------------------
    Net increase (decrease) in
      net assets from
      operations..............      7,072,279     18,406,836       107,852       (94,391 )      123,642        89,642
                                --------------------------------------------------------------------------------------
TRANSACTIONS IN INTERESTS
  Contributions by partners...      6,500,703     17,650,729       167,563     4,542,991        592,048     4,708,688
  Withdrawals by partners.....    (13,157,561)   (33,276,911)     (184,960 )      (8,515 )     (598,211 )     (37,107)
                                --------------------------------------------------------------------------------------
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............     (6,656,858)   (15,626,182)      (17,397 )   4,534,476         (6,163 )   4,671,581
                                --------------------------------------------------------------------------------------
      Total increase
        (decrease) in net
        assets................        415,421      2,780,654        90,455     4,440,085        117,479     4,761,223
NET ASSETS
  BEGINNING OF PERIOD.........    100,343,026     97,562,372     4,440,085            --      4,761,223            --
                                --------------------------------------------------------------------------------------
  END OF PERIOD...............  $ 100,758,447  $ 100,343,026  $  4,530,540   $ 4,440,085   $  4,878,702   $ 4,761,223
                                --------------------------------------------------------------------------------------
 
<CAPTION>
                                  STRATEGIC
                                  STRATEGIC
                                 INCOME FUND
                                 INCOME FUND    HIGH YIELD
                                -------------    BOND FUND
                                -------------  -------------
                                   FOR THE        FOR THE
                                PERIOD ENDED   PERIOD ENDED
                                SEPTEMBER 30,  SEPTEMBER 30,
                                    1996           1996
                                (UNAUDITED)++  (UNAUDITED)++
<S>                             <C>            <C>
 
INCREASE (DECREASE) IN NET
  ASSETS OPERATIONS
  Net investment income
    (deficit).................   $    46,628    $    59,425
  Net realized gain (loss)
    from security transactions
    and foreign exchange......        53,302         76,322
  Change in net unrealized
    appreciation
    (depreciation) of
    investments and foreign
    currency..................       108,182        109,404
 
    Net increase (decrease) in
      net assets from
      operations..............       208,112        245,151
 
TRANSACTIONS IN INTERESTS
  Contributions by partners...     3,772,529      4,093,822
  Withdrawals by partners.....      (145,508 )      (64,753 )
 
    Net increase (decrease) in
      net assets from
      transactions in
      interests...............     3,627,021      4,029,069
 
      Total increase
        (decrease) in net
        assets................     3,835,133      4,274,220
NET ASSETS
  BEGINNING OF PERIOD.........            --             --
 
  END OF PERIOD...............  $  3,835,133   $  4,274,220
 
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
 
                                                                              64
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS
- -------------------------------------------------------------------
 
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION
 
  Nicholas-Applegate Investment Trust (the "Master Trust"), a diversified,
open-end management investment company organized as a Delaware business trust,
is comprised of fifteen investment vehicles (each a "Fund" and collectively the
"Funds") as of September 30, 1996. Up to five Portfolios of Nicholas-Applegate
Mutual Funds have invested in the respective Funds of the Master Trust to
achieve their investment objective.
 
  The investment objectives of the Funds are as follows:
 
  Mini Cap Growth Fund seeks to maximize long-term capital appreciation through
investment primariliy in equity securities of U.S. companies whose earnings and
stock prices are expected to grow faster than the average rate of companies in
the Standard & Poor's 500 Stock Price Index.
 
  Emerging Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in equity securities of U.S. companies with less than $500
million in market capitalization.
 
  Core Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in U.S. companies, generally over $500 million in total
stock market value.
 
  Income & Growth Fund seeks to maximize total return through investment
primarily in convertible and equity securities of U.S. companies.
 
  Balance Growth Fund seeks to provide a balance of long-term capital
appreciation and current income by investing approximately 60% of its total
assets in equity and convertible securities of primarily U.S. companies and 40%
of its total assets in debt securities, money market instruments and other
short-term investments.
 
  Value Fund seeks to provide a total return consisting of capital appreciation
plus dividend and interest income that exceeds the total return on the Standard
& Poor's 500 Stock Price Index by investing primarily in a diversified portfolio
of equity securities of issuers with larger market capitalizations.
 
  Emerging Countries Fund seeks to maximize long-term capital appreciation
through investment primarily in equity securities of companies in developing
countries of the world.
 
  International Growth Fund seeks to maximize long-term capital appreciation
through investment primarily in equity securities of non-U.S. companies.
 
  Worldwide Growth Fund seeks to maximize long-term capital appreciation through
investment primarily in growth stocks of U.S. and foreign companies.
 
  Fully Discretionary Fixed Income Fund seeks to maximize total return through
investment primarily in investment grade fixed-income securities with an average
portfolio duration between two and eight years.
 
  Short-Intermediate Fixed Income Fund seeks to preserve principal and liquidity
and realize a relatively high level of current income through investment
primarily in investment grade fixed-income securities with a maximum average
dollar-weighted portfolio maturity of five years.
 
  Strategic Income Fund seeks to provide a high level of current income by
investing primarily in convertible, lower quality and mortgage-backed debt
securities.
 
  High Yield Bond Fund seeks to provide a higher level of income and capital
growth by investing primarily in debt and equity securities, with an emphasis on
lower quality debt securities.
 
SECURITIES TRANSACTIONS
 
  Equity securities are valued at the last sale price (for exchange-listed
securities) or the mean between the last bid and asked price (if lacking any
sales and
 
- --------------------------------------------------------------------------------
 
65
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- CONTINUED
- --------------------------------------------------------------------------------
 
for over-the-counter securities). Debt securities generally are valued at the
mean between the last bid and asked prices. Securities with 60 days or less
remaining to maturity are valued on an amortized cost basis which approximates
market value.
 
  Securities for which market quotations are not readily available are valued at
fair value determined in good faith by or under the direction of the Master
Trust's Board of Trustees.
 
  Securities transactions are recognized on the trade date. Realized gains and
losses from securities transactions are calculated using the first-in, first-out
method. Dividend income is recognized on the ex-dividend date, and interest
income is recorded on the accrual basis. Discounts and premiums on securities
purchased are amortized over the life of the respective securities. The
prospectus for Nicholas-Applegate Mutual Funds describes each Portfolio's
policies with respect to declaration and payment of dividends and distribution
of capital gains.
 
FEDERAL INCOME TAXES
 
  The Funds are treated as partnerships for federal income tax purposes. Any
interest, dividends and gains or losses of a Fund will be deemed to have been
"passed through" to the Portfolios.
 
DEFERRED ORGANIZATION COSTS
 
  Organization costs incurred by the Master Trust have been allocated to the
various Funds based upon management's best estimate of the costs applicable to
each Fund. These costs have been deferred and will be amortized over a period of
60 months from the date the Funds commenced operations.
 
USE OF ESTIMATES
 
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
 
B. TRANSACTIONS WITH AFFILIATES
 
ADVISORY AGREEMENTS
 
  The investment adviser to the Master Trust is Nicholas-Applegate Capital
Management ("Nicholas-Applegate"). The advisory fee is computed daily for the
Funds based upon the following percentages of each Fund's average daily net
assets:
 
<TABLE>
<CAPTION>
                              FIRST $500    NEXT $500    EXCESS OF
                                MILLION      MILLION    $1 BILLION
                              -----------  -----------  -----------
<S>                           <C>          <C>          <C>
Mini Cap Growth Fund........       1.25%        1.25%        1.25%
Emerging Growth Fund........       1.00%        1.00%        1.00%
Core Growth Fund............       0.75%       0.675%        0.65%
Income & Growth Fund........       0.75%       0.675%        0.65%
Balanced Growth Fund........       0.75%       0.675%        0.65%
Value Fund..................       0.75%        0.75%        0.75%
Worldwide Growth Fund.......       1.00%        0.90%        0.85%
International Growth Fund...       1.00%        0.90%        0.85%
Emerging Countries Fund.....       1.25%        1.25%        1.25%
Fully Discretionary Fixed
  Income Fund...............             See Footnote 1
Short-Intermediate Fixed
  Income Fund...............             See Footnote 1
Strategic Income Fund.......       0.60%        0.60%        0.60%
High Yield Bond Fund........       0.60%        0.60%        0.60%
</TABLE>
 
(1)  The advisory fee for Fully Discretionary Fixed Income Fund is computed as
follows: 0.45% of the first $500 million of the Fund's average net assets, 0.40%
of the next $250 million of average net assets, and 0.35% of average net assets
in excess of $750 million. The advisory fee for Short-Intermediate Fixed Income
Fund is computed as follows: 0.30% of the first $250 million of the Fund's
average net assets and 0.25% of average net assets in excess of $250 million.
 
- --------------------------------------------------------------------------------
 
                                                                              66
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- CONTINUED
- --------------------------------------------------------------------------------
 
  The cumulative unreimbursed amounts paid by Nicholas-Applegate on behalf of
the Funds, during the periods from inception to September 30, 1996, are as
follows:
 
<TABLE>
<S>                                    <C>
Mini Cap Growth Fund.................  $  74,158
Income & Growth Fund.................     20,720
Balanced Growth Fund.................    283,267
Value Fund...........................      6,496
Emerging Countries Fund..............    111,131
International Growth Fund............    198,984
Worldwide Growth Fund................    271,377
Fully Discretionary Fixed Income
  Fund...............................     64,506
Short-Intermediate Fixed Income
  Fund...............................     64,122
Strategic Income Fund................      2,378
High Yield Bond Fund.................      1,913
</TABLE>
 
  Nicholas-Applegate advanced certain organization costs discussed in Note A. As
of September 30, 1996, the following Funds have amounts due to
Nicholas-Applegate for organizational costs advanced:
 
<TABLE>
<S>                                    <C>
Fully Discretionary Fixed Income
  Fund...............................      2,240
Short-Intermediate Fixed Income
  Fund...............................      2,240
</TABLE>
 
C. INVESTMENT TRANSACTIONS
 
  The aggregate purchases and sales of investment securities, other than
short-term obligations, for the period ended September 30, 1996, were as follows
(in 000's):
 
<TABLE>
<CAPTION>
                                   PURCHASES      SALES
                                  -----------  -----------
<S>                               <C>          <C>
Mini Cap Growth Fund............  $    22,920  $    22,287
Emerging Growth Fund............      268,714      344,899
Core Growth Fund................      281,890      248,636
Income & Growth Fund............       87,859       84,911
Balanced Growth Fund............       20,119       18,083
Value Fund......................        4,501        2,354
Emerging Countries Fund.........       63,858       26,898
International Growth Fund.......       51,800       31,043
Worldwide Growth Fund...........       76,814       84,240
Fully Discretionary Fixed Income
  Fund..........................        4,024        4,252
Short-Intermediate Fixed Income
  Fund..........................        2,939        2,937
Strategic Income Fund...........        5,834        2,458
High Yield Bond Fund............        9,872        5,900
</TABLE>
 
- --------------------------------------------------------------------------------
 
67
<PAGE>
NICHOLAS-APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS -- CONTINUED
- --------------------------------------------------------------------------------
 
  At September 30, 1996, the net unrealized appreciation (depreciation) based on
the cost of investments for Federal income tax purposes was as follows (in
000's):
 
<TABLE>
<CAPTION>
                                                              NET
                                GROSS         GROSS       UNREALIZED
                TAX COST OF  UNREALIZED    UNREALIZED    APPRECIATION
                INVESTMENTS  APPRECIATION DEPRECIATION   (DEPRECIATION)
                -----------  -----------  -------------  -------------
<S>             <C>          <C>          <C>            <C>
Mini Cap
   Growth
   Fund.......   $  24,651    $   6,556     $     716      $   5,840
Emerging
   Growth
   Fund.......     437,864      182,579         9,521        173,058
Core Growth
   Fund.......     392,204      115,777         6,473        109,304
Income &
   Growth
   Fund.......     104,554       16,211           425         15,786
Balanced
   Growth
   Fund.......      23,288        4,216           412          3,804
Value Fund....       2,243          188            68            120
Emerging
   Countries
   Fund.......      57,350        7,307         2,204          5,103
International
   Growth
   Fund.......      41,613        4,656           980          3,676
Worldwide
   Growth
   Fund.......      85,009       16,885         1,873         15,012
Fully
 Discretionary
   Fixed
   Income
   Fund.......       4,721           24            70            (46)
Short-
  Intermediate
   Fixed
   Income
   Fund.......       4,843           10            26            (16)
Strategic
   Income
   Fund.......       3,717          116             8            108
High Yield
   Bond
   Fund.......       4,200          121            11            109
</TABLE>
 
D. OFF BALANCE SHEET RISKS
 
  The Master Trust's investment in foreign securities may entail risks due to
the potential of political and economic instability in the countries where the
securities are being offered. In addition, foreign exchange fluctuations could
affect the value of positions held. It is the Master Trust's policy to
continuously monitor its exposure to these risks.
 
- --------------------------------------------------------------------------------
 
                                                                             68
<PAGE>
NICHOLAS APPLEGATE INVESTMENT TRUST
NOTES TO THE FUNDS' FINANCIAL STATEMENTS
- -------------------------------------------------------------------
E. SELECTED RATIO DATA
<TABLE>
<CAPTION>
                                                                  RATIO OF       RATIO OF       RATIO OF NET
                                                                 EXPENSES TO    EXPENSES TO      INVESTMENT       RATIO OF NET
                                                                 AVERAGE NET    AVERAGE NET        INCOME          INVESTMENT
                                                                   ASSETS,        ASSETS,       (DEFICIT) TO    INCOME (DEFICIT)
                                                                    AFTER         BEFORE        AVERAGE NET      TO AVERAGE NET
                                                                   EXPENSE        EXPENSE      ASSETS, AFTER     ASSETS, BEFORE
                                                                 REIMBURSEMENTS REIMBURSEMENTS    EXPENSE           EXPENSE
                                                                 (RECOUPMENT)  (RECOUPMENT)    REIMBURSEMENTS    REIMBURSEMENTS
<S>                                                              <C>           <C>             <C>              <C>
- --------------------------------------------------------------------------------------------------------------------------------
MINI CAP GROWTH(1)
  For the period ended 09/30/96*#..............................        1.51%           1.74%        (1.13%)            (1.36%)
  For the period ended 03/31/96*...............................        1.50%           2.02%        (0.93%)            (1.44%)
EMERGING GROWTH(2)
  For the period ended 09/30/96*#..............................        1.10%           1.10%        (0.66%)            (0.66%)
  For the year ended 03/31/96..................................        1.11%           1.11%        (0.57%)            (0.57%)
  For the year ended 03/31/95..................................        1.12%           1.11%        (0.53%)            (0.52%)
  For the period ended 03/31/94*...............................        1.12%           1.16%        (0.07%)            (0.84%)
CORE GROWTH(3)
  For the period ended 09/30/96*#..............................        0.87%           0.87%        (0.32%)            (0.32%)
  For the year ended 03/31/96..................................        0.89%           0.89%        (0.22%)            (0.22%)
  For the year ended 03/31/95..................................        0.89%           0.89%         0.05%              0.05%
  For the period ended 03/31/94*...............................        0.92%           0.92%        (0.03%)            (0.03%)
INCOME & GROWTH(3)
  For the period ended 09/30/96*#..............................        0.95%           0.92%         3.45%              3.48%
  For the year ended 03/31/96..................................        0.95%           0.94%         3.94%              3.94%
  For the year ended 03/31/95..................................        0.93%           0.95%         4.37%              4.35%
  For the period ended 03/31/94*...............................        0.94%           0.97%         3.51%              3.48%
BALANCED GROWTH(3)
  For the period ended 09/30/96*#..............................        0.95%           1.25%         2.59%              2.29%
  For the year ended 03/31/96..................................        0.95%           1.37%         2.83%              2.37%
  For the year ended 03/31/95..................................        0.95%           1.33%         2.13%              1.75%
  For the period ended 03/31/94*...............................        0.94%           1.37%         1.93%              1.50%
VALUE FUND(4)
  For the period ended 09/30/96*#..............................        0.93%           1.63%         2.12%              1.43%
EMERGING COUNTRIES FUND(5)
  For the period ended 09/30/96*#..............................        1.60%           1.60%         0.16%              0.17%
  For the year ended 03/31/96..................................        1.60%           2.80%         0.30%             (0.90%)
  For the period ended 03/31/95*...............................        1.60%           1.81%         1.73%              1.52%
INTERNATIONAL GROWTH FUND(5)...................................
  For the period ended 09/30/96*#..............................        1.35%           1.37%         0.05%              0.03%
  For the year ended 03/31/96..................................        1.35%           1.98%         0.39%             (0.24%)
  For the year ended 03/31/95..................................        1.35%           1.85%         0.24%             (0.26%)
  For the period ended 03/31/94*...............................        1.35%           2.28%         0.41%             (0.52%)
WORLDWIDE GROWTH FUND(3)
  For the period ended 09/30/96*#..............................        1.20%           1.27%        (0.11%)            (0.19%)
  For the year ended 03/31/96..................................        1.20%           1.26%         0.31%              0.25%
  For the year ended 03/31/95..................................        1.20%           1.30%         0.24%              0.14%
  For the period ended 03/31/94*...............................        1.20%           1.36%         0.01%             (0.15%)
FULLY DISCRETIONARY FIXED INCOME(7)
  For the period ended 09/30/96*#..............................        0.40%           2.37%         6.08%              4.36%
  For the year ended 03/31/96*.................................        0.45%           3.49%         7.38%             60.06%
SHORT-INTERMEDIATE FIXED INCOME(7)
  For the period ended 09/30/96*#..............................        0.30%           2.09%         4.08%              4.29%
  For the period ended 03/31/96*...............................        0.30%           3.24%         2.76%            114.38%
STRATEGIC INCOME FUND(8)
  For the period ended 09/30/96*#..............................        0.70%           1.08%         7.45%              7.07%
HIGH YIELD BOND FUND(8)
  For the period ended 09/30/96*#..............................        0.70%           0.99%         8.92%              8.63%
 
<CAPTION>
 
                                                                                        BROKER
                                                                     PORTFOLIO        COMMISSIONS
                                                                   TURNOVER RATE       PER SHARE
<S>                                                              <C>                 <C>
- ---------------------------------------------------------------
MINI CAP GROWTH(1)
  For the period ended 09/30/96*#..............................         79.73%           $0.0499
  For the period ended 03/31/96*...............................        106.99%           $0.0529
EMERGING GROWTH(2)
  For the period ended 09/30/96*#..............................         46.42%           $0.0537
  For the year ended 03/31/96..................................        129.59%           $0.0523
  For the year ended 03/31/95..................................        100.46%                --
  For the period ended 03/31/94*...............................         50.51%                --
CORE GROWTH(3)
  For the period ended 09/30/96*#..............................         57.67%           $0.0567
  For the year ended 03/31/96..................................        144.48%           $0.0593
  For the year ended 03/31/95..................................         96.09%                --
  For the period ended 03/31/94*...............................         84.84%                --
INCOME & GROWTH(3)
  For the period ended 09/30/96*#..............................         77.49%           $0.0569
  For the year ended 03/31/96..................................        144.97%           $0.0597
  For the year ended 03/31/95..................................        125.51%                --
  For the period ended 03/31/94*...............................        177.52%                --
BALANCED GROWTH(3)
  For the period ended 09/30/96*#..............................         73.43%           $0.0593
  For the year ended 03/31/96..................................        197.19%           $0.0594
  For the year ended 03/31/95..................................        110.40%                --
  For the period ended 03/31/94*...............................         85.43%                --
VALUE FUND(4)
  For the period ended 09/30/96*#..............................        107.55%           $0.0584
EMERGING COUNTRIES FUND(5)
  For the period ended 09/30/96*#..............................         60.16%           $0.0015
  For the year ended 03/31/96..................................        118.21%           $0.0022
  For the period ended 03/31/95*...............................         60.79%                --
INTERNATIONAL GROWTH FUND(5)...................................
  For the period ended 09/30/96*#..............................         82.38%           $0.0208
  For the year ended 03/31/96..................................        141.02%           $0.0128
  For the year ended 03/31/95..................................         74.88%                --
  For the period ended 03/31/94*...............................         23.71%                --
WORLDWIDE GROWTH FUND(3)
  For the period ended 09/30/96*#..............................         78.42%           $0.0173
  For the year ended 03/31/96..................................        132.20%           $0.0187
  For the year ended 03/31/95..................................         98.54%                --
  For the period ended 03/31/94*...............................         95.09%                --
FULLY DISCRETIONARY FIXED INCOME(7)
  For the period ended 09/30/96*#..............................         97.77%              0.00
  For the year ended 03/31/96*.................................         60.09%              0.00
SHORT-INTERMEDIATE FIXED INCOME(7)
  For the period ended 09/30/96*#..............................         63.75%              0.00
  For the period ended 03/31/96*...............................        114.38%              0.00
STRATEGIC INCOME FUND(8)
  For the period ended 09/30/96*#..............................         68.24%           $0.0590
HIGH YIELD BOND FUND(8)
  For the period ended 09/30/96*#..............................        145.73%           $0.0300
</TABLE>
 
- --------------------
 
       (1) Commenced Operations on July 12, 1995.
       (2) Commenced Operations on October 1, 1993.
       (3) Commenced Operations on April 19, 1993.
       (4) Commenced Operations on April 30, 1996.
       (5) Commenced Operations on November 26, 1994.
       (6) Commenced Operations on January 3, 1994.
       (7) Commenced Operations on August 31, 1993.
       (8) Commenced Operations on July 31, 1996.
         * Annualized
         # Unaudited
 
- --------------------------------------------------------------------------------
 
69
<PAGE>
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                                                                             70
<PAGE>
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71

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<RESTATED> 
<CIK> 0000895414
<NAME> NICHOLAS-APPLEGATE INVESTMENT TRUST
<SERIES>
   <NUMBER> 1
   <NAME> CORE GROWTH FUND
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                        392203894
<INVESTMENTS-AT-VALUE>                       501507845
<RECEIVABLES>                                  5025316
<ASSETS-OTHER>                                    3879
<OTHER-ITEMS-ASSETS>                             23001
<TOTAL-ASSETS>                               506586435
<PAYABLE-FOR-SECURITIES>                       7012750
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       931529
<TOTAL-LIABILITIES>                            7944279
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     343504966
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                    (1423696)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       47256935
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     109303951
<NET-ASSETS>                                 498642156
<DIVIDEND-INCOME>                               535873
<INTEREST-INCOME>                               719415
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 1995812
<NET-INVESTMENT-INCOME>                       (740524)
<REALIZED-GAINS-CURRENT>                      28329596
<APPREC-INCREASE-CURRENT>                     20550277
<NET-CHANGE-FROM-OPS>                         48139349
<EQUALIZATION>                                       1
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                        29960204
<ACCUMULATED-NII-PRIOR>                       (683173)
<ACCUMULATED-GAINS-PRIOR>                     18927339
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          1712555
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                1995812
<AVERAGE-NET-ASSETS>                         455433672
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.89
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<RESTATED> 
<CIK> 0000895414
<NAME> NICHOLAS-APPLEGATE INVESTMENT TRUST
<SERIES>
   <NUMBER> 2
   <NAME> INCOME AND GROWTH FUND
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                        104553616
<INVESTMENTS-AT-VALUE>                       120339331
<RECEIVABLES>                                  2861417
<ASSETS-OTHER>                                     532
<OTHER-ITEMS-ASSETS>                             12847
<TOTAL-ASSETS>                               123214127
<PAYABLE-FOR-SECURITIES>                       2792669
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       152947
<TOTAL-LIABILITIES>                            2945616
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      81533055
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                     13587460
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        9362281
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      15785715
<NET-ASSETS>                                 120268511
<DIVIDEND-INCOME>                               749168
<INTEREST-INCOME>                              1736898
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  536442
<NET-INVESTMENT-INCOME>                        1949624
<REALIZED-GAINS-CURRENT>                       6413257
<APPREC-INCREASE-CURRENT>                      1520523
<NET-CHANGE-FROM-OPS>                          9883404
<EQUALIZATION>                                       1
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       (1372829)
<ACCUMULATED-NII-PRIOR>                       11637836
<ACCUMULATED-GAINS-PRIOR>                      2949024
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           423507
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 519662
<AVERAGE-NET-ASSETS>                         112626620
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.95
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<RESTATED> 
<CIK> 0000895414
<NAME> NICHOLAS APPLEGATE INVESTMENT TRUST
<SERIES>
   <NUMBER> 3
   <NAME> GOVERNMENT INCOME FUND
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                          6395277
<INVESTMENTS-AT-VALUE>                         6359649
<RECEIVABLES>                                    33349
<ASSETS-OTHER>                                  138781
<OTHER-ITEMS-ASSETS>                             41188
<TOTAL-ASSETS>                                 6539701
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        39784
<TOTAL-LIABILITIES>                              39784
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       5780066
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                      8891155
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (135676)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (35628)
<NET-ASSETS>                                   6499917
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               149963
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   14382
<NET-INVESTMENT-INCOME>                         135591
<REALIZED-GAINS-CURRENT>                      (134140)
<APPREC-INCREASE-CURRENT>                        38130
<NET-CHANGE-FROM-OPS>                            39581
<EQUALIZATION>                                       1
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         2021923
<ACCUMULATED-NII-PRIOR>                         755564
<ACCUMULATED-GAINS-PRIOR>                       (1536)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                             9558
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  62152
<AVERAGE-NET-ASSETS>                           4780708
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                   0.60
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<RESTATED> 
<CIK> 0000895414
<NAME> NICHOLAS APPLEGATE INVESTMENT TRUST
<SERIES>
   <NUMBER> 4
   <NAME> WORLDWIDE GROWTH FUND
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                         85008680
<INVESTMENTS-AT-VALUE>                       100021160
<RECEIVABLES>                                  2293790
<ASSETS-OTHER>                                 2677169
<OTHER-ITEMS-ASSETS>                               351
<TOTAL-ASSETS>                               104992470
<PAYABLE-FOR-SECURITIES>                       4114907
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       119116
<TOTAL-LIABILITIES>                            4234023
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      69608120
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                       488560
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       15656144
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      15005623
<NET-ASSETS>                                 100758447
<DIVIDEND-INCOME>                               507538
<INTEREST-INCOME>                                42376
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  606696
<NET-INVESTMENT-INCOME>                        (56782)
<REALIZED-GAINS-CURRENT>                       7253840
<APPREC-INCREASE-CURRENT>                     (124779)
<NET-CHANGE-FROM-OPS>                          7072279
<EQUALIZATION>                                       1
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          415421
<ACCUMULATED-NII-PRIOR>                         545343
<ACCUMULATED-GAINS-PRIOR>                      8402303
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           505580
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 644150
<AVERAGE-NET-ASSETS>                         100833733
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
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