<PAGE>
NICHOLAS -- APPLEGATE-REGISTERED TRADEMARK- INSTITUTIONAL FUNDS
SUPPLEMENT TO PROSPECTUS
INSTITUTIONAL SHARES JULY 24, 2000
OCTOBER 24, 2000
On October 17, 2000 Nicholas-Applegate Management ("NACM") and its parent
company Nicholas-Applegate Global Holding Co., L.P. ("NAGH") entered into a
merger agreement with Allianz of America, Inc. ("AZOA") and certain other
parties (the "Merger Agreement") pursuant to which AZOA will acquire NACM and
the other subsidiaries of NAGH. Completion of the transaction is subject to a
number of conditions, including receipt of certain regulatory approvals. NACM
will undergo a change of control upon the consummation of the transaction,
resulting in the termination of the existing investment advisory agreement and
the subadvisory agreement with respect to the Funds. So that NACM may continue
to serve as investment adviser to the Funds and Criterion Investment Management,
LLC ("Criterion") as subadviser to the Short Intermediate and High Quality Bond
Funds, shareholders of each Fund will be asked to approve a new investment
advisory agreement with NACM and shareholders of the Short Intermediate and High
Quality Bond Funds will be asked to approve a new subadvisory agreement with
Criterion at a meeting to be scheduled in the near future.
Allianz AG, the parent of AZOA, is a publicly traded German
Aktiengesellschaft (a German publicly traded company) which, together with its
subsidiaries, comprise the world's largest insurance group (the "Allianz
Group"). Allianz Group currently has assets under management of approximately
$600 billion. After completion of the transactions contemplated by the Merger
Agreement, Allianz AG, NACM and their subsidiaries would have approximately $640
billion in assets under management, based on assets as of October 17, 2000.
Allianz has indicated that it intends no changes to NACM's management of the
Funds.
THE FOLLOWING INFORMATION IS ADDED UNDER "GOAL AND PRINCIPAL STRATEGY" FOR
THE WORLDWIDE GROWTH FUND ON PAGE 1 OF THE PROSPECTUS:
The Fund seeks maximum long-term capital appreciation. In pursuing this
goal, the Fund invests primarily in large capitalized companies ("large cap
stocks") located in over 50 countries worldwide. In the opinion of the Fund's
Investment Adviser large cap stocks are those whose stock market capitalizations
are predominantly in the top 75% of publicly traded companies as measured by
stock market capitalizations in each country. The market capitalization ranges
of the various countries' large cap stocks may vary greatly due to fluctuating
currency values, differences in the size of the respective economies, and
movements in the local stock markets.
THE FOLLOWING INFORMATION REPLACES INFORMATION UNDER "GOAL AND PRINCIPAL
STRATEGY" FOR THE INTERNATIONAL CORE GROWTH FUND AND EMERGING COUNTRIES FUND ON
PAGES 11 AND 15, RESPECTIVELY:
The Fund may invest up to 35% of its assets in U.S. companies.
THE FOLLOWING INFORMATION REPLACES INFORMATION UNDER "PRINCIPAL INVESTMENTS"
FOR THE MINI CAP GROWTH FUND ON PAGE 27:
Normally, the Fund invests at least 65% of its net assets in common stocks
of "mini" capitalization companies. Generally, these companies are those with
market capitalizations of $350 million and less as measured at the time of
purchase. The Investment Adviser may continue to hold an investment for further
capital growth opportunities even if the company is no longer "mini cap".
THE FOLLOWING INFORMATION REPLACES INFORMATION UNDER "PRINCIPAL INVESTMENTS"
FOR THE CONVERTIBLE FUND ON PAGE 31:
Normally, the Fund invests at least 65% of its total assets in
income-producing equity securities. Equity securities include common stocks,
preferred stocks, and securities (including debt securities) that are
convertible into common stock. It may also invest in securities issued by the
U.S. government and its agencies and instrumentalities.
The Fund may also invest up to 35% of its net assets in debt securities
rated below investment grade ("high risk bonds"). For a description of these
ratings, see "Bond Quality" beginning on page 54.
<PAGE>
THE FOLLOWING INFORMATION IS ADDED UNDER "YOUR ACCOUNT" ON PAGE 42:
EXCHANGES. On any business day you may exchange all or a portion of your
shares for shares of any other available Fund of the same share class. To
protect the interests of other investors in a Fund, the Trust may cancel the
exchange privileges of any parties that, in the opinion of the Investment
Adviser, are using market-timing strategies that adversely affect the Fund.
Guidelines for exchanges are available from the Distributor upon request. The
Trust may also refuse any exchange order.
THE FOLLOWING INFORMATION IS ADDED UNDER "ORGANIZATION AND MANAGEMENT" ON
PAGE 44 OF THE PROSPECTUS:
The International Small Cap, Emerging Countries and Global Technology Funds
invest in the Indian stock markets through Nicholas-Applegate Southeast Asia
Fund, Ltd, a subsidiary company of each of the Funds and incorporated under the
laws of Mauritius (the "Mauritius Subsidiary").
THE FOLLOWING INFORMATION IS ADDED UNDER "PRINCIPAL STRATEGIES, RISKS AND
OTHER INFORMATION" ON PAGE 52:
Each Fund's goal and principal investment strategies, and the main risks of
investing in the Funds, are summarized at the beginning of this prospectus. More
information on investment strategies, investments and risks appears in this
section. Except as noted below, each Fund's investment strategy may be changed
without shareholder approval. There can, of course, be no assurance that any
Fund will achieve its investment goal.
<PAGE>
NICHOLAS -- APPLEGATE-REGISTERED TRADEMARK- INSTITUTIONAL FUNDS
SUPPLEMENT TO PROSPECTUS
RETIREMENT SHARES JULY 24, 2000
OCTOBER 24, 2000
On October 17, 2000 Nicholas-Applegate Management ("NACM") and its parent
company Nicholas-Applegate Global Holding Co., L.P. ("NAGH") entered into a
merger agreement with Allianz of America, Inc. ("AZOA") and certain other
parties (the "Merger Agreement") pursuant to which AZOA will acquire NACM and
the other subsidiaries of NAGH. Completion of the transaction is subject to a
number of conditions, including receipt of certain regulatory approvals. NACM
will undergo a change of control upon the consummation of the transaction,
resulting in the termination of the existing investment advisory agreement and
the subadvisory agreement with respect to the Funds. So that NACM may continue
to serve as investment adviser to the Funds and Criterion Investment Management
LLC ("Criterion") as subadviser to the High Quality Bond Fund, shareholders of
each Fund will be asked to approve a new investment advisory agreement with NACM
and shareholders of the High Quality Bond Fund will be asked to approve a new
subadvisory agreement with Criterion at a meeting to be scheduled in the near
future.
Allianz AG, the parent of AZOA, is a publicly traded German
Aktiengesellschaft (a German publicly traded company) which, together with its
subsidiaries, comprise the world's largest insurance group (the "Allianz
Group"). Allianz Group currently has assets under management of approximately
$600 billion. After completion of the transactions contemplated by the Merger
Agreement, Allianz AG, NACM and their subsidiaries would have approximately $640
billion in assets under management, based on assets as of October 17, 2000.
Allianz has indicated that it intends no changes to NACM's management of the
Funds.
THE FOLLOWING INFORMATION REPLACES INFORMATION UNDER "GOAL AND PRINCIPAL
STRATEGY" FOR THE INTERNATIONAL CORE GROWTH FUND AND EMERGING COUNTRIES FUND ON
PAGES 1 AND 3, RESPECTIVELY:
The Fund may invest up to 35% of its assets in U.S. companies.
THE FOLLOWING INFORMATION IS ADDED UNDER "YOUR ACCOUNT" ON PAGE 20:
EXCHANGES. On any business day you may exchange all or a portion of your
shares for shares of any other available Fund of the same share class. To
protect the interests of other investors in a Fund, the Trust may cancel the
exchange privileges of any parties that, in the opinion of the Investment
Adviser, are using market-timing strategies that adversely affect the Fund.
Guidelines for exchanges are available from the Distributor upon request. The
Trust may also refuse any exchange order.
THE FOLLOWING INFORMATION IS ADDED UNDER "PRINCIPAL STRATEGIES, RISKS AND
OTHER INFORMATION" ON PAGE 28:
Each Fund's goal and principal investment strategies, and the main risks of
investing in the Funds, are summarized at the beginning of this prospectus. More
information on investment strategies, investments and risks appears in this
section. Except as noted below, each Fund's investment strategy may be changed
without shareholder approval. There can, of course, be no assurance that any
Fund will achieve its investment goal.
