<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
SEC File Number 811-07384
<TABLE>
<S> <C>
Filed By Registrant /X/
Filed By Party Other Than Registrant / /
Check Appropriate Box
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
</TABLE>
<TABLE>
<S> <C>
NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS
- ------------------------------------------------------------
(Name of Registrant)
CHARLES H. FIELD, ASSISTANT SECRETARY
- ------------------------------------------------------------
(Name of Person Filing Proxy Statement)
</TABLE>
Payment of Filing Fee:
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act
Rules 14a-6(i)(1).
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
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</TABLE>
<PAGE>
NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS
600 WEST BROADWAY
SAN DIEGO, CALIFORNIA 92101
February 24, 2000
Dear Shareholder:
You are cordially invited to attend a special meeting of shareholders (the
"Special Meeting") of the Nicholas-Applegate Institutional Funds (the "Trust")
to be held on April 7, 2000 at 10 a.m., San Diego time, at the offices of the
Trust, 600 West Broadway, 30th Floor, San Diego, California 92101. At the
Special Meeting, shareholders of the Nicholas-Applegate Global Health Care Fund
(the "Fund") will be asked to approve an amendment to the Fund's fundamental
investment restrictions with respect to diversification of its portfolio
investments.
THE BOARD OF TRUSTEES BELIEVES THE PROPOSED AMENDMENT TO THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES WILL ALLOW THE FUND TO PURSUE A MORE FLEXIBLE
INVESTMENT STRATEGY. ACCORDINGLY, THE TRUSTEES RECOMMEND THAT YOU VOTE "FOR" THE
PROPOSAL TO CHANGE THE FUND'S FUNDAMENTAL INVESTMENT POLICIES. THE AMENDMENTS
WILL BE EFFECTED WITH RESPECT TO THE FUND ONLY IF APPROVED BY A MAJORITY OF THE
FUND'S OUTSTANDING SHARES VOTED IN PERSON OR REPRESENTED BY PROXY. YOUR VOTE IS
EXTREMELY IMPORTANT. WE HOPE YOU WILL PARTICIPATE BY CASTING YOUR VOTE IN
PERSON, OR BY PROXY IF YOU ARE UNABLE TO ATTEND THE MEETING.
We thank you for your attention to this matter. We look forward to seeing
you at the Special Meeting or receiving your proxy card(s) so your shares may be
voted at the Special Meeting. If you have any questions on voting of proxies or
the proposal to be considered at the Special Meeting, please call us toll-free
at 1-800-551-8643.
Sincerely,
/s/ Arthur E. Nicholas
---------------------------------
Arthur E. Nicholas
Chairman of the Board
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
<PAGE>
NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS
600 WEST BROADWAY, 30TH FLOOR
SAN DIEGO, CALIFORNIA 92101
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 7, 2000
A Special Meeting of Shareholders (the "Special Meeting") of the Global
Health Care Fund (the "Fund") of the Nicholas-Applegate Institutional Funds (the
"Trust") will be held at 10 a.m., San Diego time, on April 7, 2000 at the
offices of the Trust, 600 West Broadway, San Diego, California 92101 for the
following purposes:
1. To approve a proposal to amend the Fund's fundamental investment
policy with respect to the diversification of the Fund's portfolio
investments. Your Board of Trustees recommends that you vote FOR this
proposal.
2. To transact any other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record of the Trust at the close of business on February 9,
2000, will be entitled to notice of and to vote at the Special Meeting or any
adjournment thereof. Each shareholder is requested to sign, date and return the
enclosed proxy card(s) without delay, even if you plan to attend the Special
Meeting. A postage-paid envelope is enclosed for this purpose. Any shareholder
present at the Special Meeting may vote personally on all matters brought before
the Special Meeting and in that event your proxy will not be used.
By Order of the Board of Trustees
/s/ E. Blake Moore, Jr.
---------------------------------
E. Blake Moore, Jr.
Secretary
Dated: February 24, 2000
<PAGE>
VOTING INFORMATION
The Trust is furnishing this Proxy Statement in connection with the
solicitation of proxies for use at a special meeting of shareholders to be held
April 7, 2000 and at any adjournment thereof (the "Special Meeting").
Shareholders of record at the close of business on February 9, 2000 (the "Record
Date") are entitled to vote at the Special Meeting or any adjourned session.
These proxy materials are being mailed on or about February 24, 2000.
Each shareholder is entitled to vote for each full share and a fractional
vote for each fractional share outstanding on the books of the Trust in the name
of the shareholder or his or her nominee on the Record Date. If a shareholder
specifies how to vote on a proposal, it will be voted accordingly. If the
shareholder gives no direction, the proxy will be voted FOR the proposals
described in this Proxy Statement. The proxy confers discretionary authority on
the persons designated therein to vote on other business not currently
contemplated which may properly come before the Special Meeting. A shareholder
may revoke a proxy at any time prior to use by revoking the proxy with the
Secretary of the Trust, by submitting a proxy bearing a later date, or by
attending and voting at the Special Meeting.
The presence in person or by proxy of more than one-third of the outstanding
shares of beneficial interest of the Fund entitled to vote at the Special
Meeting will constitute a quorum for the Fund. For purposes of determining the
presence of a quorum, shares represented by abstentions and "broker non-votes"
will be counted as present and have the effect of a "No" vote at the Special
Meeting. If a quorum is not present at the Special Meeting, sufficient votes in
favor of the proposals set forth in the Notice of Meeting are not received by
the time scheduled for the Special Meeting, or the holders of shares present in
person or by proxy determine to adjourn the Special Meeting for any reason, the
shareholders present in person or by proxy may adjourn the Special Meeting from
time to time, without notice other than announcement at the Special Meeting or
any adjournment thereof. Any adjournment will require the affirmative vote of
shareholders holding a majority of the shares present in person or by proxy at
the Special Meeting. The persons named in this Proxy Statement will vote in
favor of adjournment those favorable shares which they represent if adjournment
is necessary to obtain a quorum or to obtain a favorable vote on any proposal,
or for any other reason they determine is appropriate. Business may be conducted
once a quorum is present and may continue until adjournment of the Special
Meeting notwithstanding the withdrawal or temporary absence of sufficient shares
to reduce the number present to less than a quorum.
In addition to solicitations by mail, proxies may be solicited by officers
and regular employees of Nicholas-Applegate Capital Management (the "Investment
Adviser"), by personal interview, by telephone or by facsimile.
Nicholas-Applegate will bear the cost of solicitation of proxies, including the
cost of printing, preparing, assembling, and mailing the Notice of Meeting,
Proxy Statement and form of Proxy.
OUTSTANDING SHARES
As of the Record Date, the Global Health Care Fund (the "Fund") had total
assets of $573,791,385 with 2,668,766.1980 shares outstanding.
2
<PAGE>
On the Record Date, the following shareholders owned of record more than 5
percent of the outstanding shares of the Fund:
<TABLE>
<CAPTION>
SHAREHOLDER NAME SHARES OWNED PERCENTAGE OF FUND
- ---------------- ------------ ------------------
<S> <C> <C>
The Investment Committee TTEE 554,809.4380 20.79%
FBO Short Brothers Pension Sched
U/A/D 2/21/1991
Wake Forest University 392,367.9620 14.70%
Pension Fund Trust Co. TTEE 341,711.1240 12.80%
Bombardier Trust (Canada)
U/A/D 4/14/97
Authur E. Nicholas 186,495.0650 6.99%
Key Trust Company TTEE 164,110.7080 6.15%
FBO Bombardier Trust (US)
U/A/D 11/29/93
</TABLE>
Except as otherwise indicated, the officers and Trustees of the Trust as a
group owned less than 1 percent of the outstanding shares of the Fund on the
Record Date.
PROPOSAL 1. TO APPROVE AN AMENDMENT TO THE FUND'S FUNDAMENTAL INVESTMENT
POLICIES
The Fund is an open-end diversified investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"). It seeks maximum
long-term capital appreciation by investing primarily in the equity securities
of U.S. and foreign companies with business operations in the healthcare and
healthcare-related industries. In pursuing this goal and principal investment
strategy, the Fund operates under the following fundamental investment policy
applicable to all 1940 Act diversified investment companies: with respect to 75
percent of the value of its total assets, the Fund may not purchase securities
of any one issuer if as a result more than 5 percent of its total assets would
be in that issuer, and the Fund will not acquire more than 10 percent of the
outstanding voting securities of such issuer. This limitation is a "fundamental"
investment policy that may only be changed by shareholder approval.
Under certain market conditions, operating the Fund as a diversified
investment company may diminish its ability to realize its full performance
potential, as more fully explained below. Accordingly, the Fund seeks
shareholder approval to change the fundamental investment policy the result of
which will change the classification of the Fund from a diversified investment
company to a non-diversified investment company as defined in the 1940 Act. If
shareholders approve the amendment, the Fund would continue to comply with the
diversification test under Subchapter M of the Internal Revenue Code. The table
below sets forth the Fund's current fundamental investment policy with respect
to diversification of its portfolio securities in the left hand column and the
proposed investment policy in the right hand column.
3
<PAGE>
- -------------------------------------------
EXISTING INVESTMENT POLICY With respect to 75 percent of the Fund's
total assets the Fund will not purchase securities of any one issuer (other
than cash, cash items, or securities issued or guaranteed by the government
of the United States or its agencies or instrumentalities) if as a result
more than 5 percent of the value of its total assets would be invested in
the securities of that issuer, and the Fund will not acquire more than 10
percent of the outstanding voting securities of any one issuer.
- -------------------------------------------
- -------------------------------------------
PROPOSED INVESTMENT POLICY: With respect to 50 percent of the Fund's
total assets, the Fund may not purchase securities of any one issuer (other
than cash and cash items, US Government securities and securities of other
regulated investment companies) if as a result more than 5 percent of the
Fund's total assets would be invested in that issuer, and the Fund will not
own more than 10 percent of the outstanding voting securities of any such
issuer.
- -------------------------------------------
The Fund seeks to amend its diversification policy in order to pursue a more
flexible investment strategy when market conditions favor a specific area within
the healthcare industry. By way of example, there are approximately ten
pharmaceutical companies with market capitalizations exceeding $20 billion. It
is anticipated that mergers and other business combinations may eventually
reduce this number in half. Under certain market conditions, a small group of
large pharmaceutical issuers may offer the best investment potential. However,
under the current investment policy outlined above, it would be difficult for
the Fund to invest a meaningful amount in these large pharmaceutical companies
and remain in compliance with the 5% investment limitation outlined above. To
capture that potential, the Fund is asking its shareholders to amend its
fundamental investment policy on diversification, which will increase the Fund's
flexibility to focus on concentrated areas within the healthcare industry.
If shareholders approve the change in the investment policy, the principal
risk in the Fund will change. Because the Fund may invest in a smaller number of
issuers, the Fund will be more susceptible to any single economic, political, or
regulatory or other material event affecting those issuers than in a diversified
fund.
The Fund adheres to its investment restrictions and policies at the time it
makes an investment. A later change in circumstances will not require the sale
of an investment if it was proper at the time it was made.
If the required approval of the amendment to the fundamental investment
policy with respect to diversification is not obtained, the current investment
policy will continue in effect and the Fund will remain sub-classified as a
"diversified" investment company under the 1940 Act.
BOARD EVALUATION AND RECOMMENDATION
The Trustees believe that the proposed amendment to the Fund's investment
policies will expand the investment opportunities available to the Fund. The
proposed amendment will not affect the Fund's investment objective. Although the
proposed change in the Fund's fundamental policies will allow the Fund greater
flexibility to respond to future investment opportunities, the Board of Trustees
of the Trust does not anticipate that the change will at this time change
materially the manner in which the Fund is managed. Accordingly, the Trustees
recommend that you approve the proposal to change the Fund's fundamental
investment policies as described above.
THE TRUSTEES OF THE FUND RECOMMEND THAT THE SHAREHOLDERS OF THE FUND VOTE
FOR THE PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICIES.
4
<PAGE>
VOTE REQUIRED
Shareholders of the Fund will vote on the approval or disapproval of the
amendment to the Fund's investment policies. Approval of the amendment will
require approval of the vote of the outstanding voting securities of the Fund,
as defined in the Investment Company Act of 1940. A vote of the majority of the
outstanding voting securities of the Fund means the lesser of (A) 67 percent or
more of the voting securities present at such meeting, if the holders of more
than 50 percent of the outstanding voting securities are present or represented
by proxy; (B) more than 50 percent of the outstanding voting securities of the
Fund.
THE BOARD OF TRUSTEES, INCLUDING ITS INDEPENDENT TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL 1
IV. OTHER MATTERS
At the time of the preparation of this Proxy Statement, management knows of
no other matters that may properly be, or which are likely to be, brought before
the Special Meeting. However, if any other business shall properly come before
the Special Meeting, the persons named in the proxy intend to vote thereon in
accordance with their best judgment.
So far as management is presently aware, there is no litigation pending or
threatened against the Funds.
The Trust will furnish to you upon request, without charge, a copy of the
latest annual report for the Trust's fiscal year and a copy of the latest
semi-annual report for any subsequent semi-annual period. Please direct requests
by calling 1-800-551-8643 or by writing the Trust at 600 West Broadway, 30th
Floor, San Diego, California 92101.
III. NEXT MEETING OF SHAREHOLDERS
The Trust is not required to hold annual or other periodic meetings of
shareholders except as required by the Investment Company Act of 1940, and does
not intend to do so. The next meeting of shareholders will be held at such time
as the Board of Trustees may determine or at such time as may be legally
required. Any shareholder proposal intended to be presented at such meeting must
be received by the Trust at its office a reasonable time prior to the meeting,
as determined by the Board of Trustees, to be included in the Trust's proxy
statement and form of proxy relating to such meeting, and must satisfy all other
federal and state legal requirements.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
5
<PAGE>
NICHOLAS-APPLEGATE GLOBAL HEALTH CARE FUND SERIES
OF NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoint(s) E. Blake Moore, Jr., Charles H. Field, Jr.
and Deborah A. Wussow or any one or more of them, proxies, with full power of
substitution, to vote all shares of the Nicholas-Applegate Global Health Care
Fund of the Nicholas-Applegate Institutional Funds which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the Global Health
Care Fund to be held at the offices of the Nicholas-Applegate Institutional
Funds at 600 West Broadway 30th Floor, San Diego, California 92101, on April 7,
2000 at 10 a.m. (San Diego time) and at any adjournment thereof. This Proxy
shall be voted on the proposal described in the Proxy Statement as instructed.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED "FOR" THE PROPOSAL.
This Proxy will not be voted unless it is dated and signed exactly as
instructed below.
<TABLE>
<S> <C>
- ------------------------ ------------------------------------------------------------
</TABLE>
Signature, Title, if applicable Date
- ---------------------------------------------------------
Signature, if held jointly
Please indicate your vote by an "X" in the appropriate box below.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
1. TO APPROVE THE AMENDMENT TO THE FUND'S FUNDAMENTAL INVESTMENT POLICY
REGARDING DIVERSIFICATION
FOR / / AGAINST / / ABSTAIN / /
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
6
