<PAGE>
As filed with the Securities and Exchange Commission
on January 19, 1996
Registration No. 33-56094
811-7428
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. __ [ ]
POST-EFFECTIVE AMENDMENT NO. 25 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 27
(Check appropriate box or boxes)
__________________
NICHOLAS-APPLEGATE MUTUAL FUNDS
(Exact Name of Registrant as Specified in Charter)
600 WEST BROADWAY, 30TH FLOOR
SAN DIEGO, CALIFORNIA 92101
(Address of Principal Executive Offices, including Zip Code)
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)
COPY TO: ROBERT E. CARLSON
PAUL, HASTINGS, JANOFSKY & WALKER
555 S. FLOWER STREET, TWENTIETH FLOOR
LOS ANGELES, CALIFORNIA 90071
__________________
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE FOLLOWING EFFECTIVE DATE.
__________________
[X ] immediately upon filing pursuant to paragraph (b)
[ ] on ______________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on ____________ pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii), of Rule 485
------------
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has registered an indefinite number of shares by this Registration Statement.
Registrant filed a Notice under such Rule for its fiscal year ended March 31,
1995 on May 27, 1995. This Registration Statement has been executed by the
trustees and principal officers of the Registrant and of Nicholas-Applegate
Investment Trust.
__________________
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
N-1A ITEM NO. LOCATION
- ------------- --------
PART A
Item 1. Cover Page. . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis. . . . . . . . . . . . . . . . . . . Summary of Expenses;
Prospectus Summary
Item 3. Condensed Financial Information . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . Cover Page; Prospectus
Summary; Investment
Objectives and
Policies; Organization
and Management;
Appendix
Item 5. Management of Fund. . . . . . . . . . . . . . Organization and
Management
Item 6. Capital Stock and Other Securities. . . . . . Dividends,
Distributions and
Taxes; Purchasing
Shares
Item 7. Purchase of Securities Being Offered. . . . . Purchasing Shares;
Reducing Your Sales
Charge; Redeeming
Shares; Shareholder
Services
Item 8. Redemption of Repurchase. . . . . . . . . . . Redeeming Shares;
Shareholder Services
Item 9. Pending Legal Proceedings . . . . . . . . . . Not Applicable
PART B
Item 10. Cover Page. . . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . . . . Table of Contents
Item 12. General Information and History . . . . . . . General Information
Item 13. Investment Objectives and Policies. . . . . . Investment Objectives
and Policies;
Investment
Restrictions
Item 14. Management of the Fund. . . . . . . . . . . . Trustees and Officers;
Administrator;
Distributor
Item 15. Control Persons and Principal
Holders of Securities . . . . . . . . . . . . Principal Holders of
Securities
Item 16. Investment Advisory and Other Services. . . . Administrator;
Investment Adviser;
Distributor;
Custodian, Transfer
and Dividend
Disbursing Agent,
Independent
Accountants and Legal
Counsel
Item 17. Brokerage Allocation and Other Practices. . . Portfolio Transactions
and Brokerage
Item 18. Capital Stock and Other Securities. . . . . . Miscellaneous
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . . . . Purchase and Redemption
of Portfolio Shares;
Shareholder Services
Item 20. Tax Status. . . . . . . . . . . . . . . . . . Dividends,
Distributions and Taxes
Item 21. Underwriters. . . . . . . . . . . . . . . . . Distributor
Item 22. Calculation of Performance Data . . . . . . . Performance
Information
Item 23. Financial Statements. . . . . . . . . . . . . Financial Statements
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to the Registration Statement.
<PAGE>
NICHOLAS--APPLEGATE MUTUAL FUNDS
- -------------------------------------------------
MINI CAP GROWTH INSTITUTIONAL PORTFOLIO
PROSPECTUS
Nicholas-Applegate Mutual Funds (the "Trust") is an open-end management
investment company comprised of a number of diversified investment portfolios,
including the Mini Cap Growth Institutional Portfolio ("Portfolio") offered
hereby. The Portfolio seeks to maximize long-term capital appreciation. It
invests in the Nicholas-Applegate Mini Cap Growth Fund, which in turn invests
primarily in a diversified portfolio of common stocks of U.S. corporations with
smaller market capitalizations. It is generally offered to institutional
investors, high net worth individuals, and participants in certain mutual fund
asset allocation programs.
- --------------------------------------------------------------------------------
THE PORTFOLIO, UNLIKE MANY OTHER INVESTMENT COMPANIES WHICH DIRECTLY ACQUIRE
AND MANAGE THEIR OWN PORTFOLIOS OF SECURITIES, SEEKS TO ACHIEVE ITS INVESTMENT
OBJECTIVE BY INVESTING ALL OF ITS ASSETS IN A CORRESPONDING SERIES ("FUND") OF
NICHOLAS-APPLEGATE INVESTMENT TRUST, WHICH HAS THE SAME OBJECTIVE AS THE
PORTFOLIO. THE FUND IN TURN INVESTS ITS ASSETS, INCLUDING THOSE OF THE
PORTFOLIO, IN PORTFOLIO SECURITIES. ACCORDINGLY, THE INVESTMENT EXPERIENCE OF
THE PORTFOLIO WILL CORRESPOND DIRECTLY WITH THE INVESTMENT EXPERIENCE OF THE
FUND. INVESTORS SHOULD CAREFULLY CONSIDER THIS INVESTMENT APPROACH. SEE
"INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS--SPECIAL CONSIDERATIONS
REGARDING MASTER/FEEDER STRUCTURE," PAGE 7, FOR ADDITIONAL INFORMATION REGARDING
THIS UNIQUE STRUCTURE. THERE CAN BE NO ASSURANCE THAT THE PORTFOLIO OR FUND WILL
ACHIEVE ITS INVESTMENT OBJECTIVE.
- --------------------------------------------------------------------------------
SHARES OF THE PORTFOLIO ARE NOT BANK DEPOSITS AND ARE NOT FEDERALLY INSURED
BY, GUARANTEED BY, OBLIGATIONS OF OR OTHERWISE SUPPORTED BY THE U.S. GOVERNMENT,
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER GOVERNMENTAL AGENCY. INVESTMENT IN THE PORTFOLIO INVOLVES INVESTMENT RISK,
INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
This Prospectus presents information you should know before investing in the
Portfolio. It should be retained for future reference. A Statement of Additional
Information for Nicholas-Applegate Mutual Funds dated January 19, 1996 has been
filed with the Securities and Exchange Commission and is incorporated by
reference into this Prospectus. The Statement may be obtained, without charge,
by writing to the Trust, P.O. Box 82169, San Diego, California 92138-2169, or by
calling (800) 551-8643. Inquiries regarding any of the Portfolios can also be
made by calling (800) 551-8643.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
JANUARY 19, 1996
<PAGE>
NICHOLAS--APPLEGATE MUTUAL FUNDS
- -------------------------------------------------
MINI CAP GROWTH INSTITUTIONAL PORTFOLIO
TABLE OF CONTENTS
Summary of Expenses...................3
Prospectus Summary....................4
Financial Highlights..................6
Investment Objective, Policies and Risk
Considerations........................7
Organization and Management..........10
Purchasing Shares....................12
Investor Services....................14
Redeeming Shares.....................16
Dividends, Distributions and Taxes...17
General Information..................18
Appendix-Investment Policies, Strategies
and Risks............................20
- --------------------------------------------
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE PORTFOLIO OR THE DISTRIBUTOR. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER BY THE PORTFOLIO OR THE DISTRIBUTOR TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
2
<PAGE>
- --------------------------------------------------------------------------------
SUMMARY OF EXPENSES
This table is designed to help you understand the costs of investing in the
Portfolio. These are expected expenses of the Portfolio for its first year of
operations, and because the Portfolio invests all of its assets in the Fund, the
Portfolio's expenses include its proportionate share of the operating expenses
of the Fund. Actual expenses may be more or less than those shown.
<TABLE>
<CAPTION>
MINI CAP
GROWTH
INSTITUTIONAL
PORTFOLIO
<S> <C>
- ----------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES:
Maximum sales charge on purchases (as a percentage of
offering price) None
Sales charge on reinvested dividends None
Deferred sales charge (as a percentage of original
purchase price or redemption proceeds, whichever is
lower) None
Redemption fee None
Exchange fee None
- ----------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF
AVERAGE NET ASSETS (AFTER EXPENSE REDUCTION):(1)
Management fees 1.25%
12b-1 expenses None
All other expenses (after expense reduction)(1) 0.31%
Total operating expenses (after expense reduction)(1) 1.56%
</TABLE>
The Board of Trustees of the Trust believes that the aggregate per share
expenses of the Portfolio are no greater than the expenses that the Portfolio
would incur if it retained the services of an investment adviser and the assets
of the Portfolio were invested directly in the types of securities held by the
Fund. For a detailed description of the expenses of the Portfolio and the Fund,
see "Organization and Management."
- ---------------------------
(1) The Investment Adviser has agreed to reduce its fees, and to absorb other
operating expenses, to ensure that the expenses for the Portfolio (other
than interest, taxes, brokerage commissions and other portfolio transaction
expenses, capital expenditures and extraordinary expenses) will not exceed
1.56% of the Portfolio's average net assets on an annual basis through
March 31, 1996. In subsequent years, overall operating expenses for the
Portfolio will not fall below 1.56% of average net assets until the
Investment Adviser has fully recouped fees foregone or expenses paid by the
Investment Adviser under this agreement, as the Portfolio will reimburse
the Investment Adviser when operating expenses (before recoupment) for the
Portfolio are less than 1.56% of average net assets. Accordingly, until all
such reduced fees or expenses have been recouped by the Investment Adviser,
the Portfolio's expenses will be higher, and its yields will be lower, than
would otherwise be the case. See "Organization and Management-Expense
Limitation." Actual operating expenses for the Portfolio for the fiscal
year ended March 31, 1996 are estimated to be 1.56% of the Portfolio's
average net assets (annualized). The various operating expenses of the
Portfolio are further described under "Organization and Management."
EXAMPLE OF PORTFOLIO EXPENSES. The following table illustrates the expenses that
an investor would pay on a hypothetical $1,000 investment in the Portfolio over
various time periods, assuming (1) a 5% annual return and (2) redemption at the
end of each time period. The Portfolio does not charge a redemption fee.
<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C> <C>
- -----------------------------------------------------------------------------
Mini Cap Growth Institutional
Portfolio $ 16 $ 49
</TABLE>
This Example assumes that all dividends and other distributions are reinvested
and that the percentage amounts listed under the heading "Annual Portfolio
Operating Expenses" in the fee table above remain the same in the years shown.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND THE PORTFOLIO'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE
SHOWN. The hypothetical 5% annual return is used for illustrative purposes only
and should not be interpreted as an estimate of the Portfolio's annual return,
as there can be no guarantee of the Portfolio's future performance.
3
<PAGE>
- --------------------------------------------------------------------------------
PROSPECTUS SUMMARY
Nicholas-Applegate Mutual Funds (the "Trust") is an open-end management
investment company comprised of a number of diversified investment portfolios,
including the Mini Cap Growth Institutional Portfolio ("Portfolio") offered
hereby. The Portfolio is generally offered to institutional investors, high net
worth individuals and participants in certain mutual fund asset allocation
programs.
INVESTMENT OBJECTIVE. The investment objective of the Portfolio is described on
the front cover of this Prospectus. There can be no assurance that the Portfolio
will achieve its investment objective. See "Investment Objective, Policies and
Risk Considerations" and "Appendix: Investment Policies, Strategies and Risks."
MASTER/FEEDER STRUCTURE. The Portfolio seeks to achieve its investment objective
by investing all of its assets in the Mini Cap Growth Fund series ("Fund") of
Nicholas-Applegate Investment Trust (the "Master Trust"), a diversified,
open-end management investment company. The Fund has the same investment
objective as the Portfolio. The Fund, in turn, holds investment securities.
Although the "master/feeder" structure employed by the Portfolio to achieve its
investment objectives could provide certain efficiencies and economies of scale,
it could also have potential adverse effects such as those resulting from
large-scale redemptions by other investors of their interests in the Fund, or
from the failure by investors of the Portfolio to approve a change in investment
objectives and policies that has been approved by the investors of the Fund.
There may also be other investment companies through which you can invest in the
Fund which may have higher or lower fees and expenses than those of the
Portfolio. See "Investment Objective, Policies and Risk Considerations-Special
Considerations Regarding Master/Feeder Structure."
The Portfolio may cease investing in the Fund only if the Trust's Board of
Trustees determines that this is in the best interests of the Portfolio and its
investors, and only with the approval of the Portfolio's investors. In such
event the Board of Trustees would consider alternative arrangements such as
investing all of the Portfolio's assets in another investment company with the
same investment objective as the Portfolio or hiring an investment adviser to
manage the Portfolio's assets in accordance with the Portfolio's investment
policies. No assurance exists that satisfactory alternative arrangements would
be available.
INVESTMENT RISKS AND CONSIDERATIONS. INVESTMENT RISKS AND OTHER CONSIDERATIONS
RELEVANT TO THE SECURITIES IN WHICH THE PORTFOLIO INVESTS THROUGH THE FUND ARE
DESCRIBED UNDER "INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS" AND IN
"APPENDIX: INVESTMENT POLICIES, STRATEGIES AND RISKS." They include the
following:
The securities of many companies in which the Fund invests are subject to more
volatile market movements than securities of larger, more established companies
because the issuers are typically more subject to changes in earnings and
prospects. The net asset value of the Portfolio therefore can be expected to
experience above-average fluctuations.
Investments by the Fund in securities of foreign companies and governments
involve special risks in addition to the usual risks inherent in domestic
investments, including 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. Settlement of transactions in
foreign markets may be delayed or less frequent than in the U.S., and foreign
governments may withhold taxes from dividends and interest paid on securities
held by the Fund. There is also likely to be less publicly available information
about certain foreign issuers than is available about U.S. companies, and
foreign companies are not generally subject to uniform financial reporting
standards comparable to those applicable to U.S. companies.
4
<PAGE>
The Investment Adviser's investment approach results in above-average portfolio
turnover. A high rate of portfolio turnover involves correspondingly greater
brokerage commission expenses, and may also result in the realization and
distribution to shareholders of net capital gains which are taxable to them as
ordinary income for federal tax purposes.
For hedging purposes, the Fund may purchase or write put and call options on
securities and securities indices, and effect transactions in futures contracts
and related options on stock indices. These are derivative instruments, whose
value derives from the value of an underlying security or index. Risks
associated with the use of such instruments include the possibility that the
Investment Adviser's forecasts of market values and currency rates of exchange
and other factors are not correct; imperfect correlation between the Fund's
hedging technique and the asset or liability being hedged; default by the other
party to the transaction; and inability to close out a position because of the
lack of a liquid market. Investment in such derivative instruments may not be
successful, and may reduce the returns and increase the volatility of the Fund.
See "Appendix: Investment Policies, Strategies and Risks" in this Prospectus and
"Investment Objectives, Policies and Risks" in the Statement of Additional
Information.
THE FUND MAY ALSO ENGAGE IN SHORT SALES, WHICH THEORETICALLY INVOLVE UNLIMITED
LOSS POTENTIAL AND MAY BE CONSIDERED A SPECULATIVE TECHNIQUE. SEE THE
DESCRIPTION OF THE RISKS OF SHORT SALES UNDER "SHORT SALES" IN "APPENDIX:
INVESTMENT POLICIES, STRATEGIES AND RISKS."
The Fund may enter into repurchase agreements and lend its portfolio securities,
which involve the risk of loss upon the default of the seller or borrower. The
Fund may also borrow money from banks for temporary purposes which, among other
things, may require the Fund to sell portfolio securities to meet interest and
principal payments at an unfavorable time. See "Repurchase Agreements,"
"Securities Lending" and "Borrowing" in "Appendix: Investment Policies,
Strategies and Risks."
INVESTMENT ADVISER. The Trust has not retained the services of an investment
adviser for the Portfolio, as the Portfolio seeks to achieve its investment
objectives by investing all of its assets in the Fund. Nicholas-Applegate
Capital Management serves as investment adviser to the Fund. The Investment
Adviser has been in the investment advisory business since 1984 and currently
manages over $28 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.
The Investment Adviser is compensated for its services to the Fund in the form
of monthly fees at the annual rate of 1.25% of the Fund's net assets. The
advisory fees paid by the Fund are higher than those paid by most other
investment companies. See "Organization and Management."
DISTRIBUTOR. Nicholas-Applegate Securities (the "Distributor"), an affiliate of
the Investment Adviser, serves as distributor of shares of the Portfolio. The
Portfolio does not pay distribution or other fees to the Distributor in
connection with services it provides.
ADMINISTRATOR, TRANSFER AGENT AND CUSTODIAN. Investment Company Administration
Corporation (the "Administrator") is the administrator for the Trust, with
responsibility for managing the daily business operations of the Portfolio,
subject to the supervision of the Trust's Board of Trustees. It also acts as
administrator for the Master Trust. PNC Bank (the "Custodian") is the custodian
for the Trust and the Master Trust, and State Street Bank and Trust Company (the
"Transfer Agent") is the transfer and dividend disbursing agent for the Trust.
PURCHASE OF SHARES. Shares of the Portfolio are generally offered to
institutional investors and high net worth individuals. Purchases may only be
made by check or by wiring federal funds to the Transfer Agent. Shares are
purchased at the next offering price without any sales charge, after an order is
received in proper form by the Transfer Agent or a sub-transfer agent. The
minimum initial investment is $250,000 and the minimum subsequent investment is
$10,000. The minimum initial and subsequent investments are waived for
individual participants of
5
<PAGE>
qualified retirement plans and for certain others, and may be waived from time
to time by the Distributor for other investors. Shares of the Portfolio may also
be purchased with securities which are otherwise appropriate for investment by
the Portfolio. See "Purchasing Shares."
INVESTOR SERVICES. The following services are provided to investors of the
Portfolio for their convenience and flexibility: an automatic investment plan;
automatic reinvestment and cross-reinvestment of dividends and capital gains
distributions; an exchange privilege; and automatic withdrawals. See "Investor
Services." Individual participants of qualified retirement plans should direct
inquiries to their plan sponsor or administrator.
REDEEMING SHARES. Shares of the Portfolio may be redeemed by writing to the
Transfer Agent or by telephone if telephone redemption privileges have been
established. Redemption proceeds will be wired to your bank. Participants of
qualified retirement plans must make redemption requests to the plan sponsor or
administrator. The price received for Portfolio shares redeemed is at the next
determined net asset value after the request is received by the Transfer Agent
or a sub-transfer agent, which may be more or less than the purchase price. No
contingent deferred sales charge or other fee is imposed on redemptions. See
"Redeeming Shares."
DIVIDENDS, DISTRIBUTIONS AND TAXES. The Portfolio declares and pays annual
dividends of net investment income and makes distributions at least annually of
any net capital gains. All dividends and distributions will be paid in the form
of additional shares at net asset value unless cash payment is requested.
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
The following information is for the period from commencement of operations of
the Portfolio through September 30, 1995, has been prepared by the Trust and is
not audited. The information should be read in conjunction with the Portfolio's
unaudited financial statements for the period and the notes thereto, which are
included in the Trust's Semi-Annual Report to shareholders incorporated by
reference in the Statement of Additional Information.
<TABLE>
<CAPTION>
MINI CAP
GROWTH
INSTITUTIONAL
PORTFOLIO
- -----------------------------------------------------------------------------------------------
7-12-95+
to 9-30-95*
---------------
<S> <C>
PER SHARE DATA:
Net asset value, beginning of period $ 12.50
Income from investment operations:
Net investment income (deficit) (0.01)
Net realized and unrealized gains on securities 1.29
------
Total from investment operations 13.78
Less distributions:
Dividends from net investment income --
Distributions from capital gains --
------
Net asset value, end of period $ 13.78
------
------
TOTAL RETURN: 10.24%
RATIOS/SUPPLEMENTAL DATA:
Net assets ($000), end of period $ 8,636
Ratio of expenses to average net assets++ 1.55%**
Ratio of net income (deficit) to average net assets++ (0.69%)**
Portfolio turnover 41.72%***
</TABLE>
- ------------------------------
* Unaudited
** Annualized
*** Portfolio turnovers are for the corresponding Fund of the Master Trust.
+ Portfolio commenced operations on July 12, 1995.
++ Net of expense reimbursement equivalent to 0.35% of average net assets.
Includes expense allocated from the Master Trust Mini Cap Growth Fund of
1.51%, net of expense reimbursement equivalent to 0.43% of average net
assets of the Fund.
6
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS
The investment objective and policies of the Portfolio are discussed below and
in "Appendix: Investment Policies, Strategies and Risks."
SPECIAL CONSIDERATIONS REGARDING MASTER/FEEDER STRUCTURE. The Portfolio seeks to
achieve its investment objective by investing all of its assets in the Fund,
which has the same objective as the Portfolio. The Fund, in turn, holds
investment securities. Accordingly, the investment experience of the Portfolio
will correspond directly with the investment experience of the Fund. For a
description of the Fund's objective, policies, restrictions, management and
expenses, see "Investment Objective, Policies and Risk Considerations" below,
the Appendix and "Organization and Management." There can be no assurance that
the Portfolio or Fund will achieve its investment objective. The Portfolio's and
Fund's investment objective is a fundamental policy which may not be changed
without the approval of the holders of a majority of the outstanding shares of
the Portfolio or Fund, respectively, as defined in the Investment Company Act of
1940 (the "Investment Company Act"). Upon any such approval, the Portfolio will
provide at least 30 days' written notice to its investors before any change is
made to its or the Fund's investment objective.
There are certain risks to the Portfolio related to the use of the
"master/feeder" structure. Such risks include, but are not limited to, the
following: Large-scale redemptions by other investment companies of their
interests in the Fund, could have adverse effects, such as lack of portfolio
diversity and decreased economies of scale, and could result in the shareholders
of the Portfolio, as the remaining investor in the Fund, bearing all the
operating costs of the Fund and thus experiencing higher pro rata operating
expenses and lower returns than would otherwise be the case. In addition, the
total withdrawal by another investment company as an investor in the Fund will
cause the Fund to terminate automatically in 120 days, unless the Portfolio and
any other investors in the Fund unanimously agree to continue the business of
the Fund. As the Portfolio is required to submit such matters to a vote of its
shareholders, it will be required to incur the expenses of shareholder meetings
in connection with such withdrawals. If unanimous agreement is not reached to
continue the Fund, the Board of Trustees of the Trust would need to consider
alternative arrangements for the Portfolio, including investing all of the
Portfolio's assets in another investment company with the same investment
objective as the Portfolio or hiring an investment adviser to manage the
Portfolio's assets in accordance with the investment policies described below
and in "Appendix: Investment Policies, Strategies and Risks." The absence of
substantial experience with the master/feeder structure could result in
accounting or other difficulties. Failure by investors of the Portfolio to
approve a change in the investment objective and policies of the Portfolio
parallel to a change that has been approved by the investors of the Fund would
require the Portfolio to redeem its shares of the Fund; this could result in a
distribution in kind to the Portfolio of the portfolio securities of the Fund
(rather than a cash distribution), causing the Portfolio to incur brokerage fees
or other transaction costs in converting such securities to cash, reducing the
diversification of the Portfolio's investments and adversely affecting its
liquidity. Other shareholders in the Fund may have a greater ownership interest
in the Fund than the Portfolio's interest, and could thus have effective voting
control over the operation of the Fund.
The Trust's Board of Trustees believes that the Portfolio will achieve certain
efficiencies and economies of scale through the "master/feeder" structure, and
that the aggregate expenses of the Portfolio will be less than if the Portfolio
invested directly in the securities held by the Fund. However, other investment
companies that offer their shares to the public also may invest all or
substantially all of their assets in the Fund. Accordingly, there may be other
investment companies through which investors can invest indirectly in the Fund.
The fees charged by such other investment companies may be higher or lower than
those charged by
7
<PAGE>
the Portfolio, which may reflect, among other things, differences in the nature
and level of the services and features offered by such companies to their
investors. Information about the availability of other investment companies that
invest in the Fund can be obtained by calling (800) 551-8643.
The Portfolio may cease investing in the Fund only if the Board of Trustees of
the Trust determines that such action is in the best interests of the Portfolio
and its investors, and only with the approval of the Portfolio's investors. In
that event, the Board of Trustees would consider alternative arrangements,
including investing all of the Portfolio's assets in another investment company
with the same investment objective as the Portfolio or hiring an investment
adviser to manage the Portfolio's assets in accordance with the investment
policies described below and in "Appendix: Investment Policies, Strategies and
Risks."
MINI CAP GROWTH INSTITUTIONAL PORTFOLIO. The Mini Cap Growth Institutional
Portfolio seeks to maximize long-term capital appreciation. It invests all of
its assets in the Nicholas-Applegate Mini Cap Growth Fund, which has the same
investment objective as the Portfolio. Assets of the Fund are invested primarily
in common stocks of U.S. companies the earnings and stock prices of which are
expected by the Fund's Investment Adviser to grow faster than the average rate
of companies in the Standard & Poor's 500 Stock Price 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. Although the Fund is not restricted to
investments in companies of any particular size, it intends to invest primarily
in companies with small market capitalizations (generally, 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. See "Appendix: Investment Policies, Strategies and Risks" 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 and convertible securities issued by similar growth companies,
investment grade corporate debt securities, securities issued or guaranteed by
the U.S. Government and its agencies or instrumentalities and various other
securities and instruments described in "Appendix: Investment Policies,
Strategies and Risks." 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 the Appendix for a discussion of the risks
associated with investment in foreign securities. The debt securities in which
the 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. These securities are of investment grade, which means that their
issuers 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 security will be sold as promptly as
practicable. The Fund may also make short sales, which is considered a
speculative technique. See the Appendix for a discussion of the risks associated
with short sale transactions.
8
<PAGE>
INVESTMENT TECHNIQUES AND PROCESSES. The focus of the Investment Adviser's
investment program is growth over time. In making decisions with respect to
equity securities for the Fund, 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
world; computer-assisted fundamental analysis of thousands of domestic 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 collects data on approximately 26,000 companies in 35 countries
(adjusted for reporting and accounting differences). There can be no assurance
that use of the proprietary investment methodology will be successful.
The decision to invest assets of the Fund in any particular debt security 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. In managing the Fund's debt security investments, 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.
INVESTMENT POLICIES, STRATEGIES AND RISKS. The Appendix and the Statement of
Additional Information describe certain investment securities and techniques of
the Fund, and the associated risks. These include short-term investments in cash
and cash equivalents; investment in sovereign debt securities of U.S. and
foreign governments and their agencies and instrumentalities; floating and
variable rate demand notes and bonds; non-convertible corporate debt securities;
convertible securities and warrants; depository receipts; over-the-counter
securities; when-issued securities and firm commitment agreements; put and call
options on securities; stock index futures contracts; repurchase agreements;
illiquid securities; securities lending; and borrowing.
INVESTMENT RESTRICTIONS. The Portfolio and Fund are 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 shares of the Portfolio or Fund, respectively, as defined in the
Investment Company Act. An investment policy or restriction which is not
described as fundamental in this Prospectus or the Statement of Additional
Information may be changed or modified by the Board of Trustees of the Trust or
Master Trust, as the case may be, without shareholder approval.
Certain of the investment restrictions which are fundamental policies are set
forth below. Additional investment restrictions are discussed in the Appendix
and Statement of Additional Information.
1. Neither the Portfolio nor the Fund may invest more than 5% of its total
assets in the securities of any one issuer. However, up to 25% of the
Portfolio's or Fund's total
9
<PAGE>
assets may be invested without regard to this limitation, and this
limitation does not apply to investments in securities of the U.S.
Government or its agencies and instrumentalities.
2. Neither the Portfolio nor the 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. Neither the Portfolio nor the 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.
4. Neither the Portfolio nor the 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).
5. Neither the Portfolio nor the Fund may invest more than 15% of its net
assets in illiquid securities.
The investment restrictions described above do not apply to an investment by the
Portfolio of all of its assets in the Fund.
PORTFOLIO TURNOVER. The Investment Adviser's investment approach results in
above-average portfolio turnover, as the Investment Adviser sells portfolio
securities when it believes the reasons for their initial purchase are no longer
valid or when it believes that the sale of a security owned by the Fund and the
purchase of another security of better value can enhance principal or increase
income. A security may also be sold to avoid a prospective decline in market
value or purchased in anticipation of a market rise. Although it is not possible
to predict future portfolio turnover rates accurately, and such rates may vary
greatly from year to year, the Investment Adviser anticipates that the Fund's
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
involves correspondingly greater brokerage commission expenses, which will be
borne directly by the Fund and ultimately by the investors of the Portfolio.
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.
- --------------------------------------------------------------------------------
ORGANIZATION AND MANAGEMENT
ORGANIZATION. The Portfolio is a series of Nicholas-Applegate Mutual Funds, a
Delaware business trust. The Board of Trustees of the Trust, in addition to
reviewing the actions of the Trust's Administrator and Distributor, as set forth
below, decides upon matters of general policy with respect to the Portfolio. See
"General Information." The trustees and officers of the Trust and of the Master
Trust are described in "Trustees and Principal Officers" in the Statement of
Additional Information. None of the disinterested trustees of the Trust are the
same individuals as the disinterested trustees of the Master Trust.
INVESTMENT ADVISER. The Trust has not retained the services of an investment
adviser for the Portfolio, as the Portfolio seeks to achieve its investment
objective by investing all of its assets in the Fund. Nicholas-Applegate Capital
Management, 600 West Broadway, 30th Floor, San
10
<PAGE>
Diego, California 92101, serves as the Investment Adviser to the Fund. The
Investment Adviser currently manages a total of approximately $28 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. The Investment Adviser was
organized in 1984 as a California limited partnership. Its general partner is
Nicholas-Applegate Capital Management Holdings, L.P., a California limited
partnership controlled by Arthur E. Nicholas. He and fourteen other partners
manage a staff of approximately 300 employees.
As compensation for the services it provides, the Investment Adviser receives a
monthly fee at the annual rate of 1.25% of the Fund's net assets. The advisory
fees paid by the Fund are higher than those paid by most other investment
companies.
The Fund has been managed since inception under the general supervision of Mr.
Nicholas, who has been the Chief Investment Officer of the Investment Adviser
since its organization. In addition, since December 1995, John D. Wylie, as
Chief Investment Officer-Retail, is also responsible for general oversight of
the Fund's portfolio. Catherine Somhegyi has been primarily responsible for the
Investment Adviser's day-to-day management of the Fund's portfolio since the
Fund began operation. She has managed similar institutional accounts for the
Investment Adviser for more than the last five years.
ADMINISTRATOR. Investment Company Administration Corporation, a Delaware
corporation, is the Administrator of the Portfolio. 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. For the services
it provides to the Trust, the Administrator receives an annual fee of between
$5,000 and $35,000 for each of the groups of portfolios of the Trust investing
in the various series of the Master Trust; the fee is allocated among various
series of the Trust, including the Portfolio, in accordance with relative net
asset values. The Administrator provides similar services as the administrator
of the Master Trust, subject to the supervision of its Board of Trustees, and is
compensated separately for the services rendered to the Fund at an annual rate
of approximately .02% of the average daily net assets of the Fund.
EXPENSE LIMITATION. To limit the expenses of the Portfolio, the Investment
Adviser has agreed to defer its fees, and to absorb the other operating expenses
of the Portfolio, to ensure that the expenses of the Portfolio (excluding
interest, taxes, brokerage commissions and other portfolio transaction expenses,
capital expenditures and extraordinary expenses, but including the Portfolio's
proportionate share of the Fund's similar operating expenses) do not exceed
1.56% of the Portfolio's average net assets on an annual basis through March 31,
1996. The Portfolio will reimburse the Investment Adviser for fees foregone or
other expenses paid by the Investment Adviser pursuant to this agreement in
later years in which operating expenses for the Portfolio are less than the
applicable percentage limitation set forth above for any such year. No interest,
carrying or finance charge will be paid by the Portfolio with respect to any
amounts representing fees deferred or other expenses paid by the Investment
Adviser. In addition, neither the Portfolio nor the Fund will be required to
repay any unreimbursed amounts to the Investment Adviser upon termination of its
Investment Advisory Agreement with the Master Trust.
11
<PAGE>
DISTRIBUTOR. Nicholas-Applegate Securities, 600 West Broadway, 30th Floor, San
Diego, California 92101, a California limited partnership, serves as the
Distributor of shares of each Portfolio. The general partner of the Distributor
is Nicholas-Applegate Capital Management Holdings, L.P. and its limited partner
is the Investment Adviser.
CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT. PNC Bank, Airport Business
Center, International Court 2, 200 Stevens Drive, Lester, Pennsylvania, 19113,
serves as Custodian for the Portfolio and the Fund. PFPC Inc., an affiliate of
the Custodian, provides accounting services to the Portfolio and the Fund. State
Street Bank and Trust Company, Mutual Funds Division, Nicholas-Applegate, 2
Heritage Drive, 7th Floor, North Quincy, Massachusetts 02171, is the Transfer
Agent and the Dividend Disbursing Agent for the Portfolio.
PORTFOLIO TRANSACTIONS AND BROKERAGE. The Investment Adviser is responsible for
the Fund's portfolio transactions and the allocation of the brokerage business.
In executing such transactions, the Investment Adviser seeks to obtain the best
price and execution for the Fund. Subject to obtaining the best price and
execution, the Investment Adviser may effect transactions through brokers who
sell shares of the Portfolio or provide research services to the Investment
Adviser, which may result in the payment of higher commissions than those
charged by other brokers. However, the selection of such brokers will be made in
accordance with Section 28(e) of the Securities Exchange Act of 1934. Section
28(e) requires the Investment Adviser to make a good faith determination that
the commissions paid are reasonable in relation to the value of the brokerage
and research services provided by such broker, viewed in terms of either that
particular transaction or the Investment Adviser's overall responsibilities with
respect to the accounts as to which it exercises investment discretion.
- --------------------------------------------------------------------------------
PURCHASING SHARES
HOW TO PURCHASE SHARES. Shares of the Portfolio are offered to institutional
investors, high net worth individuals and participants in mutual fund asset
allocation programs sponsored by certain broker-dealers. Shares of the Portfolio
are also offered to former limited partners and participants of certain
investment partnerships and pooled trusts previously managed by the Investment
Adviser (the "former partners"); to partners, officers and employees of the
Investment Adviser and Distributor and their immediate family members; and to
certain other persons determined from time to time by the Distributor.
Investments by individual participants of qualified retirement plans are made
through their plan sponsor or administrator, who is responsible for transmitting
all orders for the purchase, redemption and exchange of Portfolio shares. The
availability of an investment by a plan participant in the Portfolio, and the
procedures for investing, depend upon the provisions of the qualified retirement
plan and whether the plan sponsor or administrator has contracted with the Trust
or the Transfer Agent for special processing services, including subaccounting.
Other institutional investors and eligible purchasers must arrange for services
through the Transfer Agent or Distributor by calling (800) 551-8043.
Shares of the Portfolio may be purchased at net asset value without a sales
charge. The minimum initial investment is $250,000 and the minimum subsequent
investment is $10,000. The minimum initial and subsequent investments are waived
for individual participants of qualified retirement plans and for the former
partners and trust participants described above, and may be waived from time to
time by the Distributor for other investors. Shares of the Portfolio may also be
purchased with securities which are otherwise appropriate for investment
12
<PAGE>
by the Portfolio. Shares will be purchased for a participant of a qualified
retirement plan only upon receipt by the plan's recordkeeper of the
participant's funds accompanied by the information necessary to determine the
proper share allocation for the participant.
An account may be opened by completing and signing an account application and
sending it to the address indicated on the application. Account applications can
be obtained from the Distributor or Transfer Agent. Individual participants of
qualified retirement plans can obtain an account application from their plan
sponsor or administrator. Plan sponsors and administrators will be responsible
for forwarding to the Transfer Agent all relevant information and account
applications for plan participants.
PURCHASE BY WIRE. Purchases of shares of the Portfolio can only be made by
wiring federal funds to the Transfer Agent. Before wiring federal funds, you
must first telephone the Transfer Agent at (800) 551-8043 (toll-free) between
the hours of 8:00 A.M. and 4:00 P.M. (Eastern Time) on a day when the New York
Stock Exchange is open for normal trading to receive an account number. The
following information will be requested: your name, address, tax identification
number, dividend distribution election, amount being wired and wiring bank.
Instructions should then be given by you to your bank to transfer funds by wire
to the Portfolio's Transfer Agent, State Street Bank and Trust Company, 225
Franklin Street, Boston, Massachusetts, 02110, ABA No. 011000028, DDA No.
9904-645-0 Attention: Mutual Funds Division, Nicholas-Applegate, specifying on
the wire the name of the Portfolio, the account number assigned by the Transfer
Agent and your name. If you arrange for receipt by the Transfer Agent of federal
funds prior to close of trading (currently 4:00 P.M., Eastern time) of the New
York Stock Exchange on a day when the Exchange is open for normal trading, you
may purchase shares of the Portfolio as of that day. Your bank is likely to
charge you a fee for wire transfers.
Subsequent purchases by wire may be made at any time by calling the Transfer
Agent and wiring federal funds as outlined above.
Individual participants of qualified retirement plans should purchase Portfolio
shares through their plan sponsor or administrator who is responsible for
forwarding payment to the Transfer Agent.
SHARE PRICE. Shares are purchased at the next offering price after the order is
received in proper form by the Transfer Agent or a sub-transfer agent. An order
in proper form must include all correct and complete information, documents and
signatures required to process your purchase, as well as a check or bank wire
payment properly drawn and collectable. For purchases by a qualified retirement
plan, an order in proper form is defined as receipt of funds and the information
necessary to determine the proper share allocation for each participant. The
price per share is its net asset value, which is determined as of the close of
trading of the New York Stock Exchange on each day the Exchange is open for
normal trading. Orders received before 4:00 P.M. (Eastern time) on a day when
the Exchange is open for normal trading will be processed as of the close of
trading on that day. Otherwise, processing will occur on the next business day.
To determine the Portfolio's net asset value per share, the current value of the
Portfolio's total assets, less all liabilities, is divided by the total number
of shares outstanding, and the result is rounded to the nearer cent.
Investors may be charged a fee if they affect transactions through a broker or
agent.
RETIREMENT PLANS. You may invest in the Portfolio through various retirement
plans including IRAs, Simplified Employee Plan (SEP) IRAs, 403(b) plans, 457
plans, and all qualified
13
<PAGE>
retirement plans (including 401(k) plans). For further information about any of
the plans, agreements, applications and annual fees, contact the Distributor or
your dealer. To determine which retirement plan is appropriate for you, please
consult your tax adviser.
OTHER PORTFOLIOS. Currently, the Trust has eight Institutional Portfolios. Four
domestic Institutional Portfolios and three global Institutional Portfolios are
offered pursuant to separate prospectuses which can be obtained by calling (800)
551-8643. The Distributor also offers shares of other portfolios of the Trust
which invest in the same Funds of the Master Trust as the Institutional
Portfolios. These other portfolios have different sales charges and other
expenses than the Institutional Portfolios, which may affect their performance.
Information about these other portfolios can be obtained from your dealer or by
calling (800) 551-8045.
OTHER PURCHASE INFORMATION. Purchases of Portfolio shares will be made in full
and fractional shares. In the interest of economy and convenience, certificates
for shares will generally not be issued.
The Portfolio reserves the right to reject any purchase order or to suspend or
modify the continuous offering of its shares. 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 Master Trust may from time to time recommend
that the Trust indefinitely discontinue the sale of shares of the Portfolio to
new investors (other than trustees, directors, officers and employees of the
Trust, the Master Trust, the Investment Adviser and affiliated companies). In
such event, the Board of Trustees of the Trust would determine whether such
discontinuance is in the best interests of the Portfolio and its shareholders.
If sales of shares were discontinued, existing shareholders of the Portfolio
would continue to be able to make additional investments in the Portfolio and to
have their dividends and capital gains distributions reinvested. The Portfolio
may recommence the offering of shares to new investors at any time thereafter if
in the Board of Trustees' opinion doing so would be in the best interests of the
Portfolio and its shareholders.
- --------------------------------------------------------------------------------
INVESTOR SERVICES
AUTOMATIC INVESTMENT PLAN. Investors may make regular monthly or quarterly
investments in the Portfolio through automatic withdrawals of specified amounts
from their bank account once an automatic investment plan is established.
Individual participants of qualified retirement plans may make regular
investments in the Portfolio through payroll deductions in accordance with
procedures adopted by the plan sponsor or administrator. Further details about
this service and an application form are available from the Distributor or from
your plan sponsor or administrator.
AUTOMATIC REINVESTMENT. Dividends and capital gain distributions are reinvested
in additional shares at no sales charge unless you indicate otherwise on the
account application. You may elect to have dividends and capital gain
distributions paid in cash.
CROSS-REINVESTMENT. You may cross-reinvest dividends or dividends and capital
gain distributions paid by the Portfolio into shares of any other Institutional
Portfolio series of the Trust, subject to conditions outlined in the Statement
of Additional Information and the applicable provisions of the qualified
retirement plan.
EXCHANGE PRIVILEGE. Shares of the Portfolio may be exchanged into shares of any
other available Institutional Portfolio series of the Trust by writing to the
Transfer Agent, State Street Bank
14
<PAGE>
and Trust Company, Attention: Mutual Funds Division, Nicholas-Applegate, P.O.
Box 8326, Boston, Massachusetts 02266-8326. Please specify the name of the
applicable series, the number of shares or dollar amount to be exchanged and
your name and account number. Shares may also be exchanged by telephoning the
Transfer Agent at (800) 551-8043 or by sending the Transfer Agent a facsimile at
(617) 774-2651, between the hours of 8:00 A.M. and 4:00 P.M. (Eastern time) on a
day when the New York Stock Exchange is open for normal trading (see "Telephone
Privilege" below). The Trust's exchange privilege is not intended to afford
shareholders a way to speculate on short-term market movements. Accordingly, the
Trust reserves the right to limit the number of exchanges an investor or
participant may make in any year, to avoid excessive Portfolio expenses.
Individual participants of qualified retirement plans may exchange shares
(depending upon the provisions of the plan) by written or telephone request
through the plan sponsor or administrator. Such participants may exchange shares
only for shares of other Institutional Portfolios that are included in their
plans. In addition, the exchange privilege may not be available to investors who
are eligible to purchase shares of the Portfolio as a result of agreements
between the Distributor and certain broker-dealers, financial planners and
similar institutions.
Before effecting an exchange, investors should obtain the currently effective
prospectus of the series into which the exchange is to be made. All exchanges
will be made on the basis of the relative net asset values of the two series
next determined after a completed request is received. Exchange purchases are
subject to the minimum investment requirements of the series being purchased. An
exchange will be treated as a redemption and purchase for tax purposes.
TELEPHONE PRIVILEGE. Investors may exchange or redeem shares by telephone if
they have elected the telephone privilege on their account application.
Participants in qualified retirement plans may make telephone requests only
through their plan sponsor or administrator and only if such service is offered
under the plan. Investors should realize that by electing the telephone
privilege, they may be giving up a measure of security that they may have if
they were to exchange or redeem their shares in writing. Furthermore, in periods
of severe market or economic conditions, telephone exchanges or redemptions may
be difficult to implement, in which case investors should mail or send by
overnight delivery a written exchange or redemption request to the Transfer
Agent. Overnight deliveries should be sent to the Transfer Agent, Attention:
Mutual Funds Division, Nicholas-Applegate, 2 Heritage Drive, 7th Floor, North
Quincy, Massachusetts 02171. Requests for telephone exchanges or redemptions
received before 4:00 P.M. (Eastern time) on a day when the New York Stock
Exchange is open for normal trading will be processed as of the close of trading
on that day. Otherwise, processing will occur on the next business day.
The Trust will employ procedures designed to provide reasonable assurance that
instructions communicated by telephone are genuine and, if it does not do so, it
may be liable for any losses due to unauthorized or fraudulent instructions. The
procedures employed by the Trust include requiring personal identification by
account number and social security number, tape recording of telephone
instructions, and providing written confirmation of transactions. The Trust
reserves the right to refuse a telephone exchange or redemption request if it
believes, for example, that the person making the request is neither the record
owner of the shares being exchanged or redeemed nor otherwise authorized by the
investor to request the exchange or redemption. Investors will be promptly
notified of any refused request for a telephone exchange. Neither the Portfolio
nor its agents will be liable for any loss, liability or cost which results from
acting upon instructions of a person reasonably believed to be an investor with
respect to the telephone exchange privilege.
15
<PAGE>
AUTOMATIC WITHDRAWAL PLAN. An automatic withdrawal plan may be established by an
investor or by a qualified retirement plan sponsor or administrator for its
participants subject to the requirements of the plan and applicable Federal law.
Individual participants of qualified retirement plans must establish automatic
withdrawal plans with the plan sponsor or administrator rather than the Trust.
Automatic withdrawals of $250 or more may be made on a monthly, quarterly,
semi-annual or annual basis if you have an account of at least $15,000 when the
automatic withdrawal plan begins. Withdrawal proceeds will normally be received
prior to the end of the period designated. All income dividends and capital gain
distributions on shares under the Automatic Withdrawal Plan must be reinvested
in additional shares of the Portfolio. For the protection of investors and the
Trust, wiring instructions must be on file prior to executing any request for
the wire transfer of automatic withdrawal proceeds.
ACCOUNT STATEMENTS. An account is opened in accordance with applicable
registration instructions. Transactions in the account, such as additional
investments and dividend reinvestments, will be reflected on regular
confirmation statements from the Transfer Agent.
REPORTS TO INVESTORS. The Portfolio will send its investors annual and
semi-annual reports. The financial statements appearing in annual reports will
be audited by independent accountants. In order to reduce duplicate mailing and
printing expenses, the Portfolios may provide one annual and semi-annual report
and annual prospectus per household. In addition, quarterly unaudited financial
data are available from the Portfolio upon request.
INVESTOR INQUIRIES. Investor inquiries should be addressed to the Trust, P.O.
Box 82169, San Diego, California 92138-2169, or by telephone, at (800) 551-8643
(toll free). Individual participants of qualified retirement plans should direct
inquiries to their plan sponsor or administrator.
The services referred to above are available only in states where the Portfolio
to be purchased may be legally offered and may be terminated or modified at any
time upon 60 days' written notice. Investors seeking to add to, change or cancel
their selection of available services should contact the Transfer Agent of the
address and telephone number provided above.
- --------------------------------------------------------------------------------
REDEEMING SHARES
HOW TO REDEEM SHARES. Shares of the Portfolio may be redeemed by writing to the
Transfer Agent, State Street Bank and Trust Company, Attention: Mutual Funds
Division, Nicholas-Applegate, P.O. Box 8326, Boston, Massachusetts 02266-8326.
Redemptions by participants in qualified retirement plans must be made in
writing to the plan sponsor or administrator rather than the Trust. Please
specify the name of the Portfolio, the number of shares or dollar amount to be
sold and your name and account number. The price received for the shares
redeemed is at the next determined net asset value for the Portfolio shares
after the redemption request is received by the Transfer Agent or a sub-transfer
agent. No charge will be imposed by the Trust or the Transfer Agent for
redemptions.
The signature on a redemption request must be exactly as names appear on the
Portfolio's account records, and the request must be signed by the minimum
number of persons designated on the account application that are required to
effect a redemption. Requests by participants of qualified retirement plans must
include all other signatures required by the plan and applicable Federal law.
If redemption is requested by a corporation, partnership, trust or fiduciary,
written evidence of authority acceptable to the Transfer Agent must be submitted
before such request will be accepted. If the proceeds of the redemption exceed
$50,000, are to be paid to a person other than the record owner, are to be sent
to an address other than the address on the Transfer
16
<PAGE>
Agent's records, or are to be paid to a corporation, partnership, trust or
fiduciary, the signature(s) on the redemption request may be required to be
guaranteed by an "eligible guarantor," which includes a bank or savings and loan
association that is federally insured or a member firm of a national securities
exchange.
REDEMPTIONS BY TELEPHONE. If an election is made on the account application (or
subsequently in writing), redemptions of shares may be requested by contacting
the Transfer Agent by telephone at (800) 551-8043 or by facsimile at (617)
774-2651 between the hours of 8:00 A.M. and 4:00 P.M. (Eastern time) on a day
when the New York Stock Exchange is open for normal trading. Investors should
state the name of the Portfolio, the number of shares or dollar amount to be
sold and their name and account number. Participants of qualified retirement
plans may make telephonic or facsimile redemption requests through their plan
sponsor or administrator, provided that such service is offered under the plan
and satisfactory arrangements have been made with the Transfer Agent. Redemption
requests received by the Transfer Agent before 4:00 P.M. (Eastern time) on a day
when the New York Stock Exchange is open for normal trading will be processed
that day. Otherwise, processing will occur on the next business day. See
"Shareholder Services-Telephone Privilege" above.
Payment for shares presented for redemption will ordinarily be wired to your
bank one business day after redemption is requested, but may take up to three
business days after receipt by the Transfer Agent of a written or telephonic
redemption request except as indicated below. Such payment may be postponed or
the right of redemption suspended at times when the New York Stock Exchange is
closed for other than customary weekends and holidays, when trading on such
Exchange is restricted, when an emergency exists as a result of which disposal
by the Portfolio of securities owned by it is not reasonably practicable or it
is not reasonably practicable for the Portfolio fairly to determine the value of
its net assets, or during any other period when the Securities and Exchange
Commission, by order, so permits.
INVOLUNTARY REDEMPTION. In order to reduce expenses of the Portfolio, the Trust
may redeem all of the shares of any investor whose account has a net asset value
of less than $10,000 due to redemptions other than a shareholder who is a
participant in a qualified retirement plan. The Trust will give such investors
60 days' prior written notice in which to purchase sufficient additional shares
to avoid such redemption.
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Trust intends to qualify the Portfolio as a regulated investment company
under the Internal Revenue Code. Accordingly, the Portfolio will not be subject
to federal income taxes on its net investment income and capital gains, if any,
that it distributes to its investors. All dividends out of net investment
income, together with distributions of short-term capital gains, will be taxable
as ordinary income to the investors whether or not reinvested. Any net long-term
capital gains distributed to investors will be taxable as such to the investors,
whether or not reinvested and regardless of the length of time an investor has
owned his shares.
The Portfolio declares and pays annual dividends of net investment income and
makes distributions at least annually of its net capital gains, if any. In
determining amounts of capital gains to be distributed by the Portfolio, any
capital loss carryovers from prior years will be offset against its capital
gains. Under U.S. Treasury Regulations, the Portfolio is required to withhold
and remit to the U.S. Treasury 31% of the dividends, capital gains and
redemption proceeds on the accounts of those investors who fail to furnish their
correct tax identification numbers on IRS Form W-9 (or IRS Form W-8, in the case
of certain foreign investors) with the required certifications regarding the
investor's status under the federal income tax law or
17
<PAGE>
who are subject to backup withholding for failure to include payments of
interest or dividends on their returns. Notwithstanding the foregoing, dividends
of net income and short-term capital gains to a foreign investor will generally
be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate).
The Trust may elect to "pass through" to the Portfolio's shareholders the amount
of foreign income taxes paid by the Portfolio. The Trust will make such an
election only if it is deemed to be in the best interests of the shareholders.
If this election is made, shareholders of the Portfolio will be required to
include in their gross income their pro rata share of foreign taxes paid by the
Portfolio. However, shareholders will be able to treat their pro rata share of
foreign taxes as either an itemized deduction or a foreign credit against U.S.
income taxes (but not both) on their tax return.
The Fund is not required to pay federal income taxes on its net investment
income and capital gains, as it is treated as a partnership for tax purposes.
Any interest, dividends and gains or losses of the Fund will be deemed to have
been "passed through" to the Portfolio and other investors in the Fund,
regardless of whether such interest, dividends or gains have been distributed by
the Fund or losses have been realized by the Portfolio and such other investors.
Investors should consult their own tax advisers regarding specific questions as
to federal, state or local taxes. See "Dividends, Distributions and Taxes" in
the Statement of Additional Information.
- --------------------------------------------------------------------------------
GENERAL INFORMATION
PERFORMANCE INFORMATION. From time to time the Trust may advertise the
Portfolio's total return and, if applicable, its yield. These figures are based
on historical earnings and are not intended to indicate future performance.
Total return shows how much an investment in the Portfolio would have increased
(or decreased) over a specified period of time (I.E., one, five or ten years or
since inception of the Portfolio) assuming that all distributions and dividends
by the Trust to investors of the Portfolio were reinvested on the reinvestment
dates during the period. Total return does not take into account any federal or
state income taxes which may be payable by the investor. Yield will be
calculated on a 30-day period pursuant to a formula prescribed by the Securities
and Exchange Commission (the "Commission"). The Trust also may include
comparative performance information in advertising or marketing Portfolio
shares. Such performance information may include data from Lipper Analytical
Services, Inc., other industry publications, business periodicals, rating
services and market indices. See "Performance Information" in the Statement of
Additional Information.
DESCRIPTION OF SHARES. The Portfolio is a series of Nicholas-Applegate Mutual
Funds, a diversified, open-end management investment company. The Trust was
organized in December 1992 as a Delaware business trust. The Trust is authorized
to issue an unlimited number of shares of the Portfolio. Shares of the
Portfolio, when issued, are fully paid, nonassessable, fully transferable and
redeemable at the option of the holder. Shares of the Portfolio are also
redeemable at the option of the Trust under certain circumstances. There are no
conversion, preemptive or other subscription rights. In the event of
liquidation, each share of the Portfolio is entitled to its portion of all of
the Portfolio's assets after all debts and expenses of the Portfolio have been
paid. Pursuant to the Trust's Declaration of Trust, the Board of Trustees of the
Trust may authorize the creation of additional series, and classes within
series, with such preferences, privileges, limitations and voting and dividend
rights as the Board may determine.
18
<PAGE>
Investors of the Portfolio are entitled to one vote for each full share held and
fractional votes for fractional shares held, and will vote by series except as
otherwise required by law or when the Board of Trustees of the Trust determines
that a matter to be voted upon affects only the interests of investors of a
particular series. Shares of the Trust do not have cumulative voting rights for
the election of Trustees. The Trust does not intend to hold annual meetings of
its investors unless otherwise required by law. The Trust will not be required
to hold meetings of investors unless the election of Trustees or any other
matter is required to be acted on by investors under the Investment Company Act.
Investors have certain rights, including the right to call a meeting upon the
request of 10% of the outstanding shares of the Portfolio, for the purpose of
voting on the removal of one or more Trustees.
MASTER TRUST. The Funds are series of Nicholas-Applegate Investment Trust, a
diversified, open-end management investment company organized as a Delaware
business trust in December 1992. The trustees and officers of the Master Trust
are described in the Statement of Additional Information. Whenever the Portfolio
is requested to vote on matters pertaining to the Fund or the Master Trust in
its capacity as a shareholder of the Fund, the Trust will hold a meeting of its
investors and will cast its vote as instructed by such investors or, in the case
of a matter pertaining exclusively to the Fund, as instructed particularly by
investors of the Portfolio and other series of the Trust which invest in the
Fund. The Trust will vote shares for which it has received no voting
instructions in the same proportion as the shares for which it does receive
voting instructions.
ADDITIONAL INFORMATION. This Prospectus, including the Statement of Additional
Information which has been incorporated by reference herein, does not contain
all the information set forth in the Registration Statement filed by the Trust
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Master Trust has also filed a Registration Statement with the
Commission. Copies of the Trust's and Master Trust's Registration Statement may
be obtained at a reasonable charge from the Commission or may be examined,
without charge, at the office of the Commission in Washington, D.C.
19
<PAGE>
APPENDIX
- --------------------------------------------------------------------------------
INVESTMENT POLICIES, STRATEGIES AND RISKS
The investment policies and strategies of the Portfolio (as implemented through
its investment in the Fund) encompass the following securities, techniques and
risk considerations.
SHORT-TERM INVESTMENTS. The Fund may invest in 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 the Fund's total assets will be
retained in cash (U.S. dollars) and cash equivalents. However, the Fund may
invest without restriction in short-term investments 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 Fund
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 Fund will only invest
in short-term investments which, in the opinion of the Investment Adviser,
present minimal credit and interest rate risk.
U.S. GOVERNMENT OBLIGATIONS. Securities issued or guaranteed by the U.S.
Government or its agencies and instrumentalities in which the Fund 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 Fund 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.
CERTIFICATES OF DEPOSIT, TIME DEPOSITS AND BANKERS' ACCEPTANCES. The Fund may
invest in certificates of deposit, time deposits and bankers' acceptances issued
by domestic banks, foreign banks, foreign branches of domestic banks, domestic
and foreign branches of foreign banks, and domestic savings and loan
associations, all of which at the date of investment have capital, surplus and
undivided profits as of the date of their 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
20
<PAGE>
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. The Fund 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. Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs.
VARIABLE RATE MASTER DEMAND NOTES. The Fund 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 the 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 established
secondary market for these obligations, although they are redeemable at face
value. Such obligations frequently are not rated by credit rating agencies and
the 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 the 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% of net assets
if there is no secondary market available for these obligations.
CORPORATE DEBT SECURITIES. The non-convertible corporate debt securities in
which the Fund 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 held by the Fund
are generally of investment grade. For short-term purposes, the Fund may also
invest in corporate obligations issued by domestic and foreign issuers 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 which are unrated but determined by the Investment Adviser to be of minimal
credit risk and comparable quality.
21
<PAGE>
CONVERTIBLE SECURITIES AND WARRANTS. The Fund 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 the yield is higher and the
security is senior to common stock. Convertible securities may also include
warrants which 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 the Fund's entire investment therein. As a matter of operating policy,
the Fund will not invest more than 5% of its net assets in warrants.
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 the Fund's investments
will be reflected in its and the Portfolio's 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 the Fund is called for redemption, the Fund will be
required to permit the issuer to redeem the security, convert it into the
underlying common stock or sell it to a third party.
Convertible debt securities purchased by the Fund, which are acquired in whole
or substantial part for their equity characteristics, are not subject to rating
requirements.
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION CERTIFICATES. The Fund may invest in
certificates issued by the Government National Mortgage Association as a
short-term investment. GNMA certificates are 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
22
<PAGE>
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.
EQUITY SECURITIES OF SMALLER GROWTH COMPANIES. The Fund will invest primarily in
companies with small market capitalizations (E.G., $100 million or less),
including growth companies, cyclical companies and companies believed to be
undergoing a basic change in operations or markets which could result in a
significant improvement in earnings. Small companies and new companies often
have limited product lines, markets or financial resources, and may be dependent
upon one or few key persons for management. The securities of such companies may
be subject to more volatile market movements than securities of larger, more
established companies, both because the securities typically are traded in lower
volume and because the issuers typically are more subject to changes in earnings
and prospects. The Portfolio's net asset values can be expected to experience
above-average fluctuations, as above-average risk is assumed by the Fund in
investing in such growth companies in seeking higher than average growth in
capital.
DEPOSITORY RECEIPTS. The Fund 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. 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.
FOREIGN INVESTMENT CONSIDERATIONS. There are special risks associated with
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 or confiscatory
taxation, limitations on liquidity of securities or political or economic
developments which could affect the foreign investments of the 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 the 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. 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. See "Investment Objectives, Policies and Risks--Foreign
Investments" in the Statement of Additional Information.
23
<PAGE>
SPECIAL CONSIDERATIONS REGARDING EMERGING MARKETS INVESTMENTS. Investments in
securities issued by the governments of emerging or developing countries, and of
companies within those countries, involves greater risks than other foreign
investments. 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 of the U.S. market. Small trading volumes may result
in the Fund 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.
OVER-THE-COUNTER SECURITIES. Securities owned by the Fund 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 the Fund of portfolio
securities to meet redemptions by investors or otherwise may require the Fund 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. The Fund 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 the Fund enters into such a transaction may not
perform its commitment. The Fund will normally enter into these transactions
with the intention of actually receiving or delivering the securities. The Fund
may sell the securities before the settlement date.
To the extent the 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 Fund will segregate liquid assets such as cash, U.S. Government
securities and other liquid high quality debt securities in an amount sufficient
to meet their payment obligations with respect to these transactions. The Fund
may not purchase when-issued securities or enter into firm commitments if, as a
result, more than 15% of the Fund's net assets would be segregated to cover such
contracts.
SHORT SALES. 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, the Fund
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
24
<PAGE>
not own or have the right to acquire. A short sale that is not made "against the
box" is a transaction in which the 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 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 Fund 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 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 the 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 the 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 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. The 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 Securities and Exchange 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 or U.S. Government 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 cash or U.S. Government
securities 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 U.S. Government securities deposited with the broker
and otherwise segregated may not at any time be less than the market value of
the securities sold short at the time of the short sale. As a matter of policy,
the Master Trust's Board of Trustees has determined that the 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 total assets, taken at market value.
25
<PAGE>
The Fund's ability to enter into short sales transactions is limited by the
requirements of the Internal Revenue Code with respect to the Portfolio's
qualification as a regulated investment company. See "Dividends, Distributions
and Taxes" in the Statement of Additional Information.
OPTIONS. The Fund may purchase listed covered "put" and "call" options with
respect to securities which are otherwise eligible for purchase by the Fund and
with respect to various stock indices, for hedging purposes, subject to the
following restrictions: the aggregate premiums on call options purchased by the
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, the Fund will not 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 derivatives securities traded on United States 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 Fund 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 Fund's 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 Fund may also write listed covered options on up to 25% of the value of its
net assets. Call options written by the Fund give the holder the right to buy
the underlying securities from the Fund at a stated exercise price; put options
written by the 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 cash
or cash equivalents equal to the exercise price in a segregated amount with its
Custodian. If an option written by the 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 the 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 the Fund
may be closed out by an offsetting purchase or sale of an option of the same
series. The 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. See "Investment Objectives, Policies and Risks--Options on
Securities and Securities Indices" in the Statement of Additional Information.
26
<PAGE>
FUTURES CONTRACTS. The Fund 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.
Stock index futures contracts are derivatives instruments traded on United
States 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.
The Fund 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 Fund. As a general rule, the Fund
will not purchase or sell futures if, immediately thereafter, more than 25% of
its net assets would be hedged. In addition, the Fund may not 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. In
instances involving the purchase of futures contracts by the 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 Fund's Custodian or with a
broker to collateralize the position and thereby insure that the use of such
futures is unleveraged. See "Investment Objectives, Policies and Risks--Futures
Contracts and Related Options" in the Statement of Additional Information.
SPECIAL OPTIONS AND FUTURES CONSIDERATIONS. Special risks are associated with
the use of options and futures contracts 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 the 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 or futures
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. If the Investment
Adviser is incorrect in its forecasts regarding market values or other relevant
factors, the Fund may be in a worse position than if the Fund had not engaged in
options or futures transactions. The potential loss incurred by the Fund in
writing options on futures and engaging in futures transactions is unlimited.
The Investment Adviser is experienced in the use of options and futures
contracts as an investment technique.
There can be no assurance that a liquid market will exist at a time when the
Fund seeks to close out an option position or futures contract. Most futures
exchanges and boards of trade limit the amount of 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 the Fund from liquidating an unfavorable position and the
Fund would remain obligated to meet margin
27
<PAGE>
requirements until the position is closed. See "Investment Objectives, Policies
and Risks-- Options and Securities and Securities Indices" and "--Futures
Contracts and Related Options" in the Statement of Additional Information.
The Fund's ability to enter into options and futures contracts is limited by the
requirements of the Internal Revenue Code with respect to the Portfolio's
qualification as a regulated investment company. See "Dividends, Distributions
and Taxes" in the Statement of Additional Information.
REPURCHASE AGREEMENTS. The 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. The 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 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 the Fund may be
delayed or limited. The 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.
ILLIQUID SECURITIES. The Fund may invest up to 15% 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 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 Master 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
28
<PAGE>
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
Fund to the extent that the qualified institutional buyers become uninterested
in purchasing such securities.
SECURITIES LENDING. To increase its income, the 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 Master
Trust's Board of Trustees has adopted an operating policy that limits the amount
of loans made by the 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.
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. The 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.
Borrowing involves special risk considerations. Interest costs on borrowings may
fluctuate with changing 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, 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. All borrowings by the 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" are considered borrowings for purposes of the percentage
limitations applicable to borrowings.
29
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
MINI-CAP GROWTH INSTITUTIONAL PORTFOLIO
600 West Broadway
San Diego, California 92101
(800) 551-8043
STATEMENT OF ADDITIONAL INFORMATION
January 19, 1996
Nicholas-Applegate Mutual Funds (the "Trust") is a diversified, open-end
management investment company currently offering a number of separate series
(each a "Portfolio" and collectively the "Portfolios"). This Statement of
Additional Information contains information regarding one of those Portfolios:
Nicholas-Applegate Mini-Cap Growth Institutional Portfolio (the "Mini-Cap
Portfolio").
This Statement of Additional Information is not a prospectus, but
contains information in addition to and more detailed than that set forth in the
Mini-Cap Portfolio's Prospectus and should be read in conjunction with such
Prospectus. The Prospectus may be obtained without charge by calling or writing
the Trust at the address and phone number given above.
TABLE OF CONTENTS
Page
----
General Information. . . . . . . . . . . . . . . . . . . . . . B-2
Investment Objectives and Policies . . . . . . . . . . . . . . B-2
Investment Restrictions. . . . . . . . . . . . . . . . . . . . B-20
Principal Holders of Securities. . . . . . . . . . . . . . . . B-24
Trustees and Principal Officers. . . . . . . . . . . . . . . . B-24
Investment Adviser . . . . . . . . . . . . . . . . . . . . . . B-28
Administrator. . . . . . . . . . . . . . . . . . . . . . . . . B-29
Distributor. . . . . . . . . . . . . . . . . . . . . . . . . . B-31
Portfolio Transactions and Brokerage . . . . . . . . . . . . . B-31
Purchase and Redemption of Portfolio Shares. . . . . . . . . . B-32
Shareholder Services . . . . . . . . . . . . . . . . . . . . . B-33
Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . . B-34
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-36
Performance Information. . . . . . . . . . . . . . . . . . . . B-42
Custodian, Transfer and Dividend Disbursing
Agent, Independent Accountants and Legal Counsel . . . . . . B-43
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . B-43
Appendix A - Description of Securities Ratings . . . . . . . . A-1
B-1
<PAGE>
GENERAL INFORMATION
The Trust and the Master Trust were organized in December 1992 as
business trusts under the laws of Delaware. The Trust offers shares of
numerous Portfolios with differing sales load, shareholder service plan and
distribution plan arrangements, including Series A Portfolios, Series B
Portfolios, Series C Portfolios, Institutional Portfolios and Qualified
Portfolios. This Statement of Additional Information contains information
regarding one Portfolio, the Mini-Cap Growth Institutional Portfolio.
The various Portfolios of the Trust seek to achieve their respective
investment objectives by investing all of their assets in corresponding
series of the Nicholas-Applegate Investment Trust (the "Master Trust"), a
diversified open-end management investment company organized as a Delaware
business trust. The Master Trust offers shares of ten series (each a "Fund"
and collectively the "Funds") to the Trust and other investment companies and
institutional investors, including the Nicholas-Applegate Mini-Cap Growth
Fund (the "Mini-Cap Fund"), in which the Mini-Cap Portfolio invests.
INVESTMENT OBJECTIVES, POLICIES AND RISKS
The following discussion supplements the discussion of the Mini-Cap
Portfolio's investment objective and policies as set forth in the Portfolio's
Prospectus. As the Mini-Cap Portfolio seeks to achieve its investment objective
by investing all of its assets in the Mini-Cap Fund, which has the same
investment objective as the Portfolio, the following discussion describes the
various investment policies and techniques employed by the Mini-Cap Fund. There
can be no assurance that the investment objective of the Mini-Cap Fund or the
Mini-Cap Portfolio can be achieved.
EQUITY SECURITIES OF SMALL GROWTH COMPANIES
The Mini-Cap Fund invests in equity securities of domestic and foreign
companies, the earnings and stock prices of which are expected by the Master
Trust's Investment Adviser to grow at an above-average rate. 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.
CONVERTIBLE SECURITIES AND WARRANTS
The Mini-Cap Fund 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.
B-2
<PAGE>
A warrant gives the holder a right to purchase at any time during a
specified period a predetermined number of shares 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).
OTHER CORPORATE DEBT SECURITIES
The Mini-Cap Fund invests in non-convertible debt securities of
foreign and domestic companies over a cross-section of industries. The debt
securities in which the Fund 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 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. The ability of the
Mini-Cap Fund to achieve its investment objective also depends on the
continuing ability of the issuers of the debt securities in which the Fund
invests to meet their obligations for the payment of interest and principal
when due.
SHORT-TERM INVESTMENTS
The Mini-Cap Fund may invest in any of the following securities and
instruments:
BANK CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND TIME DEPOSITS.
The 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 Fund will be
dollar-denominated obligations of domestic or foreign banks or financial
institutions which
B-3
<PAGE>
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 bank obligations are fully insured by the U.S. Government.
The Fund's holdings of 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 Investments" 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
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 the
Fund may acquire.
In addition to purchasing certificates of deposit and bankers
acceptances, to the extent permitted under its investment objective and policies
stated above and in its Prospectus, the 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 Fund 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 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
Fund may invest a portion of its 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.
B-4
<PAGE>
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 Fund may
purchase corporate 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. The Fund may under certain circumstances invest a
portion of its assets in money market funds. The Investment Company Act
prohibits the Fund from investing more than 5% of the value of its total assets
in any one investment company, or more than 10% of the value of its total assets
in investment companies as a group, and also restricts its investment in any
investment company to 3% of the voting securities of such investment company.
The Investment Adviser will not impose an advisory fee on assets of the Fund
invested in a money market mutual fund. However, an investment in a money
market mutual fund will involve payment by the Fund of its pro rata share of
advisory and administrative fees charged by such fund.
GOVERNMENT OBLIGATIONS. The 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, 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, Federal Home Loan Mortgage Corporation,
and the Student Loan Marketing Association.
Some of these obligations, such as those of the Government National
Mortgage Association, 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 Federal National Mortgage Association, 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.
VARIABLE AND FLOATING RATE INSTRUMENTS. The Fund 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 the Fund will be determined by the Investment Adviser under
guidelines established by the Master Trust's 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
B-5
<PAGE>
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.
FOREIGN INVESTMENTS
The Mini-Cap Fund may invest in securities of foreign issuers that are
not publicly traded in the United States. The Fund may also invest in
depository receipts.
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 Fund. If such restrictions should be reinstituted, it might become
necessary for the Fund to invest substantially all of its assets in United
States securities. In such event, the Board of Trustees of the Trust would
consider alternative arrangements, including reevaluation of the Mini-Cap
Portfolio's investment objective and policies, investment of all of the
Portfolio's assets in another investment company with different investment
objectives and policies than the Fund or hiring on investment adviser to manage
the Portfolio's assets. However, the Portfolio would adopt any revised
investment objective and fundamental policies only after approval by the
shareholders holding a majority (as defined in the Investment Company Act) of
the shares of the Portfolio.
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.
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 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.
B-6
<PAGE>
CURRENCY FLUCTUATIONS. The 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 the Fund's assets denominated in that currency. Such changes will also
affect the Fund's income. The value of the 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 Fund invests 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 Fund's 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 Fund 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 the
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 Fund's foreign portfolio
securities may be subject to foreign withholding taxes, thus reducing the net
amount of income available for distribution to the Portfolio's shareholders. A
shareholder 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 Fund.
COSTS. The expense ratio of the Fund is 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
B-7
<PAGE>
located. The extent to which the Fund will be invested in foreign companies
and countries, and depository receipts will fluctuate from time to time
within the limitations described in the Prospectus, depending on the
Investment Adviser's assessment of prevailing market, economic and other
conditions.
OPTIONS ON SECURITIES AND SECURITIES INDICES
PURCHASING PUT AND CALL OPTIONS. The Mini-Cap Fund is authorized to
purchase covered "put" and "call" options with respect to securities which are
otherwise eligible for purchase by the Fund and with respect to various stock
indices subject to certain restrictions. The Fund will engage in trading of
such derivative securities exclusively for hedging purposes.
If the 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 the Fund is holding a stock which it feels has strong
fundamentals, but for some reason may be weak in the near term, the Fund may
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 the 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
B-8
<PAGE>
an option of the same series as the option previously purchased. The 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 Mini-Cap Fund may write covered call options.
A call option is "covered" if the 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
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 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 the 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.
The 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. The 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. The Fund may also purchase put and call options
with respect to the S&P 500 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 the 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
B-9
<PAGE>
the 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 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 Fund 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 INVESTING 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 the Fund may enter into options transactions may be limited
by the Internal Revenue Code requirements for qualification of the corresponding
Portfolio as a regulated investment company. See "Dividends, Distributions and
Taxes."
In addition, when trading options on foreign exchanges, many of the
projections 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, the Fund as an option writer
could lose amounts substantially in excess of its initial investment,
B-10
<PAGE>
due to the margin and collateral requirements typically associated with such
option writing. See "Dealer Options" below.
DEALER OPTIONS. The Mini-Cap Fund will engage in transactions involving
dealer options as well as exchange-traded options. Certain risks are specific
to dealer options. While the Fund might look to a clearing corporation to
exercise exchange-traded options, if the 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, the 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 the 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 Fund 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 Fund,
there can be no assurance that the 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, the Fund may be unable to liquidate a dealer
option. With respect to options written by the Fund, the inability to enter
into a closing transaction may result in material losses to the Fund. For
example, since the 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 (the "Commission")
has taken the position that purchased dealer options are illiquid securities.
The 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, the Fund will treat dealer options as subject to the Fund's
limitation on unmarketable securities. If the Commission changes its position
on the liquidity of dealer options, the Fund will change its treatment of such
instruments accordingly.
FUTURES CONTRACTS AND RELATED OPTIONS
The Mini-Cap Fund may invest in futures contracts and options on futures
contracts as a hedge against changes in market conditions or interest rates.
The Fund will trade in such derivative securities for bona fide hedging purposes
and otherwise in accordance with the rules of the Commodity Futures Trading
Commission ("CFTC"). The Fund will segregate liquid assets in a separate
account with the Custodian when required to
B-11
<PAGE>
do so by CFTC guidelines in order to cover its obligation in connection with
futures and options transactions.
STOCK INDEX FUTURES CONTRACTS. The Mini-Cap Fund 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.
No price is paid or received by the 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 or U.S. Treasury bills 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 the 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 the
Fund has purchased a stock 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 a stock index
futures contract and the price of the underlying stock 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, the 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.
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, the 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
B-12
<PAGE>
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.
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 Fund
intends 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 Fund would continue to be required to make daily cash payments of
variation margin. When futures contracts have been used to hedge portfolio
securities,
B-13
<PAGE>
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 the 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 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 the 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. The Mini-Cap Fund 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
B-14
<PAGE>
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 Fund 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. The
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 Fund. The Fund
may not purchase or sell futures or purchase related options if, immediately
thereafter, more than 25% of its net assets would be hedged. The Fund also may
not purchase or sell futures or purchase 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.
Upon the purchase of futures contracts by the 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 the Fund may enter into futures and options
transactions may be limited by the Internal Revenue Code requirements for
qualification of the Mini-Cap Portfolio as a regulated investment company. See
"Dividends, Distributions and Taxes."
REPURCHASE AGREEMENTS
The Mini-Cap 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 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
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
B-15
<PAGE>
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
The Mini-Cap Fund 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 Custodian will set aside portfolio
securities to satisfy a purchase commitment. In such a case, the 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 Fund does not intend to engage in these transactions for speculative
purposes but only in furtherance of their investment objectives. Because the
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.
The 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,
the 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 the 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 the
Fund's incurring a loss or missing an opportunity to obtain a price credited to
be advantageous.
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 the Fund starting on the day the Fund agrees to
purchase the securities. The 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 Mini-Cap Fund 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
B-16
<PAGE>
of borrowing by the Fund involves special risk considerations that may not be
associated with other funds having similar objectives and policies. Since
substantially all of the 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
The Mini-Cap Fund 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.
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. However, the Investment
Adviser believes that its approach also identifies securities the prices of
which can be expected to decline. Therefore, the Fund 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 has the right to acquire.
In a short sale that is not "against the box," the 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.
B-17
<PAGE>
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 the 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 the 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. To secure its obligation to deliver securities sold short, the 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.
The 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 the Fund may enter into short sales transactions may
be limited by the Internal Revenue Code requirements for qualification of the
Mini-Cap Portfolio as a regulated investment company. See "Dividends,
Distributions and Taxes."
B-18
<PAGE>
ILLIQUID SECURITIES
The Mini-Cap Fund may not invest more than 15% 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 Master Trust's 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 of 1933, as amended (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 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 Commission under the Securities
Act, the Master Trust's 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.
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 the Portfolios' prospectuses under "Investment Objectives and
Policies -- Investment Techniques and Processes." In making decisions with
respect to equity securities for the Fund, growth over time 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.
B-19
<PAGE>
The Investment Adviser emphasizes growth over time through investment in
securities of companies with earnings growth potential. The Investment
Adviser's style is a "bottum-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 positive change? Is it sustainable? Is
it timely? The Investment Adviser uses these three factors because it focuses
on discovering positive 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 capitalizations or whether
they are domestic or foreign.
As indicated in the Mini-Cap Portfolio's Prospectus, 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 Master Trust 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 the Mini-Cap Portfolio's prospectus, the equity
investments of the Fund are diversified, as with respect to at least 75% of the
Fund's assets the Fund may not 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 the 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 the prospectus. 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
The Trust, on behalf of the Mini-Cap Portfolio, and the Master Trust, on
behalf of the Mini-Cap Fund have adopted the following fundamental policies that
cannot be changed without the affirmative vote of a majority of the outstanding
shares of the Portfolio or Fund, respectively (as defined in the Investment
Company Act). Whenever the Mini-Cap Portfolio is requested to vote on a change
in the investment restrictions of the Fund, the Trust will hold a meeting of its
shareholders and will cast its vote as instructed by the shareholders. If the
investment restrictions of the Fund are changed, the Mini-Cap Portfolio may
withdraw its investment in the Fund if the Trust's Board of Trustees determines
that withdrawal is in the best interests of the Portfolio and its shareholders,
but only upon shareholder approval. Upon such withdrawal, the Trust's Board
would consider alternative investments, including investing all of the Mini-Cap
Portfolio's assets in another investment company with the same investment
objective, policies and restrictions as the
B-20
<PAGE>
Portfolio or hiring an investment adviser to manage the Portfolio's assets in
accordance with the investment objectives, policies and restrictions of the
Portfolio described in the Portfolio's Prospectus and in this Statement of
Additional Information.
All percentage limitations set forth below apply immediately after a
purchase or initial investment, and any subsequent change in any applicable
percentage resulting from market fluctuations will not require elimination of
any security from the relevant portfolio.
Neither the Mini-Cap Fund nor the Mini-Cap Portfolio:
1. May 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, except that up to 25% of the Portfolio or the Fund's total assets may be
invested without regard to this restriction and the Portfolio will be permitted
to invest all or a portion of its assets in the Fund or another diversified,
open-end management investment company with substantially the same investment
objective, policies and restrictions as the Portfolio. This restriction also
does not apply to investments by the Portfolio or the Fund in securities of the
U.S. Government or any of its agencies and instrumentalities.
2. May 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, except that the
Portfolio will be permitted to invest all or a portion of its assets in the Fund
or another diversified, open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Portfolio.
3. May invest 25% or more of the market value of its total assets in
the securities of issuers in any one particular industry, except that the
Portfolio will be permitted to invest all or a portion of its assets in the Fund
or another diversified, open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Portfolio. This restriction does not apply to investments by the Portfolio or
the Fund in securities of the U.S. Government or its agencies and
instrumentalities.
4. May purchase or sell real estate. However, the Portfolio or the
Fund may invest in securities secured by, or issued by companies that invest in,
real estate or interests in real estate.
5. May make loans of money, except that the Portfolio or the Fund may
purchase publicly distributed debt instruments and certificates of deposit and
enter into repurchase agreements. The Portfolio and the Fund each 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. May 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, provided that, 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
B-21
<PAGE>
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 Portfolio or Fund will take prompt action to
reduce its borrowings as required by applicable law.
7. May 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 Portfolio or Fund
from engaging in options, futures and foreign currency transactions.
8. May underwrite securities of other issuers, except insofar as it may
be deemed an underwriter under the Securities Act in selling portfolio
securities.
9. May invest more than 15% 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.
10. May purchase securities on margin, except for initial and variation
margin on options and futures contracts, and except that the Portfolio or the
Fund may obtain such short-term credit as may be necessary for the clearance of
purchases and sales of securities.
11. May invest in securities of other investment companies, except
(a) that the Portfolio may invest all or a portion of its assets in the Fund or
another diversified, open-end management investment company with the same
investment objective policies and restrictions as the Portfolio; (b) in
compliance with the Investment Company Act and applicable state securities laws,
or (c) as part of a merger, consolidation, acquisition or reorganization
involving the Portfolio or Fund.
12. May issue senior securities, except that the Portfolio or the Fund
may borrow money as permitted by restrictions 6 and 7 above. This restriction
shall not prohibit the Portfolio or Fund from engaging in short sales, options,
futures and foreign currency transactions.
13. May enter into transactions for the purpose of arbitrage, or invest
in commodities and commodities contracts, except that the Fund or the Portfolio
may invest in stock index, currency and financial futures contracts and related
options in accordance with any rules of the Commodity Futures Trading
Commission.
14. May purchase or write options on securities, except for hedging
purposes and then only if (i) aggregate premiums on call options purchased by
the Fund do not exceed 5% of its net assets, (ii) aggregate premiums on put
options purchased by the Fund do not exceed 5% of its net assets, (iii) not more
than 25% of the Fund's net assets would be hedged, and (iv) not more than 25% of
the Fund's net assets are used as cover for options written by the Fund.
B-22
<PAGE>
OPERATING RESTRICTIONS
As a matter of operating (not fundamental) policy adopted by the Board
of Trustees of the Trust and the Master Trust, neither the Mini-Cap Portfolio
nor the Mini-Cap Fund:
1. May invest in interests in oil, gas or other mineral exploration or
development programs or leases, or real estate limited partnerships, although
the Portfolio or the Fund may invest in the securities of companies which invest
in or sponsor such programs.
2. May purchase any security if as a result the Portfolio or 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 (a) that the Portfolio may invest
all or a portion of its assets in the Fund or another diversified, open-end
management investment company with the same investment objective, policies and
restrictions as the Portfolio in compliance with the Investment Company Act or
(b) as part of a merger, consolidation, acquisition or reorganization involving
the Portfolio or Fund.
3. May purchase securities of any issuer if any officer or trustee of
the Portfolio or Fund, or of the Administrator, the Distributor, the Investment
Adviser, or the Sub-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 Portfolio's or Fund's net assets, or in
excess of 2% of the market value of the Portfolio's or 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.
BLUE SKY RESTRICTIONS
In order to permit the sale of shares of a Portfolio in certain states,
the Boards of Trustees of the Trust and the Master Trust may, in their sole
discretion, adopt additional restrictions on investment policies more
restrictive than those described above. Should either of such Boards determine
that any such restrictive policy is no longer in the best interests of such
respective Trust or its investors, the Trust may cease offering shares of a
Portfolio in the state involved and the Boards of Trustees may revoke such
restrictive policy. Moreover, if the states involved no longer require any such
restrictive policy, the Boards of Trustees may, at their sole discretion, revoke
such policy.
The Master Trust has agreed in connection with certain undertakings
given by the Trust to the State of South Dakota, that (i) the Fund will not
invest more than 10% of its total assets in interests in real estate investments
trusts, (ii) the Fund will not invest more than 15% of its total assets in
equity securities of issuers which are not readily
B-23
<PAGE>
marketable, in securities of issuers which the Portfolio or 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 of 1933 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 (these restrictions will not affect the ability of the Portfolio to
invest in securities of the corresponding Fund or other diversified, open-end
management investment companies with the same investment objectives, policies
and restrictions as the Portfolio), and (iii) the Master Trust will provide
adequate notice to the Trust of changes in certain of the Fund's
non-fundamental investment restrictions to enable the Trust to provide at
least 30 days advance notice of such changes to its shareholders.
The Master Trust has agreed, in connection with certain undertakings
given by the Trust to the State of Ohio, that the Fund will not 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).
PRINCIPAL HOLDERS OF SECURITIES
As of November 30, 1995, the following persons held of record more than
5% of the outstanding shares of the Mini-Cap Growth Institutional Portfolio:
U.S. National Bank of Oregon, FBD Ford Family Foundation, P.O. Box 3168,
Portland, Oregon 97208 (55.5%); Arthur E. Nicholas and Sherryl A. Nicholas
JTTEN, P.O. Box 2169, Del Mar, California 92014 (23.6%); Firstcinco FBO 15-3701,
P.O. Box 1118, Cincinnati, Ohio 45201 (8.9%).
TRUSTEES AND PRINCIPAL OFFICERS
TRUST
The names and addresses of the Trustees and principal officers of the
Trust, including their positions and principal occupations during the past five
years, are shown below. Trustees whose names are followed by an asterisk are
"interested persons" of the Trust (as defined by the Investment Company Act).
Unless otherwise indicated, the address of each Trustee and officer 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. Trustee and Chairman of the Board of Trustees of
Nicholas-Applegate Investment Trust since June 1993. Director and Chairman of
the Board of Directors of Nicholas-Applegate Fund, Inc., a registered open-end
investment company, since 1987.
FRED C. APPLEGATE, TRUSTEE. 885 La Jolla Corona Court, La Jolla,
California. President, Hightower Management Co., a financial management firm
(since January 1992);
B-24
<PAGE>
formerly President, Nicholas-Applegate Capital Management (from August 1984
to December 1991). Mr. Applegate's interests in Nicholas-Applegate Capital
Management, Inc., the general partner of the Investment Adviser, were
acquired by Mr. Nicholas in 1991 and 1992.
ARTHUR B. LAFFER, TRUSTEE. 5405 Morehouse Drive, Suite 340, San Diego,
California. Chairman, A.B. Laffer, V.A. Canto & Associates, an economic
consulting firm (since 1979); Chairman, Laffer Advisors Incorporated, economic
consultants (since 1981); Trustee, Nicholas-Applegate Growth Equity Fund;
Director, U.S. Filter Corporation (since March 1991) and MasTec Inc.,
construction (since 1994); Chairman, Calpurt Asset Management, Inc. (since
1992); formerly Distinguished University Professor and Director, Pepperdine
University (from September 1985 to May 1988). A.B. Laffer, V.A. Canto &
Associates received $165,000 in 1994 and $0 in 1995 from the Investment Adviser
as compensation for consulting services provided from time to time to the
Investment Adviser.
CHARLES E. YOUNG, TRUSTEE. UCLA, 2147 Murphy Hall, Los Angeles,
California. Chancellor, UCLA (since 1968); Trustee, Nicholas-Applegate Growth
Equity Fund; Director, Intel Corp. (since 1974), Academy of Television Arts and
Sciences Foundation (since October 1988), Los Angeles World Affairs Council
(since 1977) and Town Hall of California (since 1982).
JOHN D. WYLIE, PRESIDENT. Partner (since January 1994), Chief
Investment Officer - Retail (since December 1995), and Portfolio Manager (since
January 1990), Nicholas-Applegate Capital Management. Mr. Wylie is also the
President of the Master Trust.
THOMAS PINDELSKI, CHIEF FINANCIAL OFFICER. Partner (since January 1996)
and Chief Financial Officer (since January 1993), Nicholas-Applegate Capital
Management, and Chief Financial Officer, Nicholas-Applegate Securities (since
January 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). Mr. Pindelski is also the Chief Financial
Officer of the Master Trust.
PETER J. JOHNSON, VICE PRESIDENT. Partner and Director, Client
Service/Marketing, Nicholas-Applegate Capital Management (since January 1992);
formerly, Marketing Director, Pacific Financial Asset Management Company, an
investment management firm (from July 1989 to December 1991), and Senior
Marketing Representative, Fidelity Investments Institutional Services (from
August 1987 to July 1989). Mr. Johnson is also the Vice President of the Master
Trust.
ASHLEY T. RABUN, VICE-PRESIDENT. Partner and Director - Investor
Services Group, Nicholas-Applegate Capital Management (since May 1992) and
Senior Vice President, Nicholas-Applegate Securities (since December 1992);
formerly Vice President - Marketing, Interinvest Corporation, an asset
management firm (from December 1990 to May 1992), and Vice President, Dean
Witter (from 1984 to 1990). Ms. Rabun is also the Vice-President of the Master
Trust.
B-25
<PAGE>
E. BLAKE MOORE, JR., SECRETARY. General Counsel and Secretary,
Nicholas-Applegate Capital Management and Nicholas-Applegate Securities (since
1993); formerly Attorney, Luce, Forward, Hamilton and Scripps (from 1989 to
1993). Mr. Moore is also Secretary of the Master Trust.
Each Trustee of the Trust 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 following table sets forth the aggregate compensation paid by the
Trust for the fiscal year ended March 31, 1995, 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 of all other funds in
the Trust complex (as defined in Schedule 14A under the Securities Exchange Act
of 1934):
<TABLE>
<CAPTION>
Total
Pension or Estimated Compensation
Aggregate Retirement Benefits Annual from Trust and
Compensation Accrued as Part of Benefits Upon Trust Complex
Name from Trust Trust Expenses Retirement Paid to Trustee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred C. Applegate $16,000 None N/A $30,000 (26*)
Arthur B. Laffer $17,000 None N/A $34,000 (26*)
Charles E. Young $16,000 None N/A $32,000 (26*)
</TABLE>
* Indicates total number of funds in Trust complex, including the Portfolio.
MASTER TRUST
The names and addresses of the Trustees and principal officers of the
Master Trust, including their positions and principal occupations during the
past five years, are shown below. The positions and principal occupations of
the officers during the past five years, are set forth above. Trustees whose
names are followed by an asterisk are "interested persons" of the Trust (as
defined by the Investment Company Act). Unless otherwise indicated, the address
of each Trustee and officer is 600 West Broadway, 30th Floor, San Diego,
California 92101.
ARTHUR E. NICHOLAS, TRUSTEE AND CHAIRMAN OF THE BOARD OF TRUSTEES.*/
DANN V. ANGELOFF, TRUSTEE. 727 West Seventh Street, Los Angeles,
California. President, The Angeloff Company, corporate financial advisers
(since 1976); Trustee, Nicholas-Applegate Fund, Inc. (since 1987); University
Counselor to the President, University of Southern California (since 1987);
Director, Storage Equities, Inc., a real estate investment trust (since 1980),
Storage Properties, a real estate investment trust (since 1989), Datametrics
Corporation, a provider of computer peripherals and communications products
(since 1993) and SEDA Specialty Packaging, Inc. (since 1993).
B-26
<PAGE>
WALTER E. AUCH, TRUSTEE. 6001 North 62nd Place, Paradise Valley,
Arizona. Director, Geotech Communications, Inc., a mobile radio communications
company (since 1987); Fort Dearborn Fund (since 1987), Brinson Funds (since
1994); and Smith Barney Trak Fund (since 1992), registered investment companies;
Pimco, L.P., an investment manager (since 1994); and Banyan Realty Fund (since
1987), Banyan Strategic Land Fund (since 1984), 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).
THEODORE J. COBURN, TRUSTEE. 17 Cotswold Road, Brookline,
Massachusetts. Partner, Brown Coburn & Co., an investment banking firm (since
1991) and student, Harvard Graduate School of Education (since September 1991);
Director, Nicholas-Applegate Fund, Inc. (since 1987); Emerging Germany Fund
(since 1991); Premier Radio Networks (since 1991); Sage Analytics International
(since 1991); Tonights Feature Ltd. (since 1995). Formerly Managing Director of
Global Equity Transactions Group and member of 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); 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,
Nicholas-Applegate Strategic Opportunities Ltd. and Nicholas-Applegate
Securities International; Director, Jurika & Voyles Fund Group (since 1994) and
King's Wood Montessori School (since 1995); Member of Advisory Board, Financial
Women's Association (since 1995). DeRemer Associates received $54,247 in 1994
and $100,736 in 1995 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, 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, National Association of College and
University Business Officers (since 1993); Trustee, Fairfield University (since
1993); Director, The Bramwell Funds, Inc. (since 1994); Chairman of the Board,
Trigen Energy Corporation (since 1994). Director, Universal Stainless & Alloy
Products, Inc. (since 1994); formerly President, Endowment Advisers, Inc. (from
August 1987 to December 1992).
JOHN D. WYLIE, PRESIDENT.
THOMAS PINDELSKI, CHIEF FINANCIAL OFFICER.
PETER J. JOHNSON, VICE PRESIDENT.
B-27
<PAGE>
ASHLEY RABUN, VICE PRESIDENT.
E. BLAKE MOORE, JR., SECRETARY.
Each Trustee of the Master Trust who is not an officer or affiliate of
the Master Trust, the Investment Adviser or the Distributor receives an
aggregate annual fee of $10,000 for services rendered as a Trustee of the Master
Trust, and $1,000 for each meeting attended. Each Trustee is also reimbursed
for out-of-pocket expenses incurred as a Trustee.
The following table sets forth the aggregate compensation paid by the
Master Trust for the fiscal year ended March 31, 1995, to the Trustees who are
not affiliated with the Investment Adviser and the aggregate compensation paid
to such Trustees for service on the Master Trust's board and that of all other
funds in the Master Trust complex (as defined in Schedule 14A under the
Securities Exchange Act of 1934):
<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Aggregate Benefits Accrued Estimated from Master
Compensation as Part of Annual Benefits Trust and Master
from Master Master Trust Upon Trust Complex
Name Trust Expenses Retirement Paid to Trustee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dann V. Angeloff $17,000 None N/A $34,000 (10*)
Walter E. Auch $11,500 None N/A $11,500 (9*)
Theodore J. Coburn $16,000 None N/A $30,000 (10*)
George K. Keane $16,000 None N/A $16,000 (9*)
</TABLE>
* Indicates total number of funds in Master Trust complex, including the
Master Trust Portfolio.
INVESTMENT ADVISER
The Trust has not engaged the services of an investment adviser because
its Portfolios invest all of their assets in corresponding Funds. The
Investment Adviser to the Master Trust is Nicholas-Applegate Capital Management,
a California limited partnership, with offices at 600 West Broadway, 30th Floor,
San Diego, California 92101.
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 thirteen partners (including
Mr. Nicholas) who manage a staff of approximately 300 employees, including 26
portfolio managers.
B-28
<PAGE>
Under the Investment Advisory Agreement between the Master Trust and the
Investment Adviser with respect to the Mini-Cap Fund, the Master Trust retains
the Investment Adviser to manage the Mini-Cap Fund's investment portfolio,
subject to the direction of the Master Trust's Board of Trustees. The
Investment Adviser is authorized to determine which securities are to be bought
or sold by the Fund and in what amounts.
The Investment Advisory Agreement provides that the Investment Adviser
will not be liable for any error of judgment or for any loss suffered by the
Mini-Cap Fund or the Master 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 Master 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
Master Trust. The Investment Adviser is not entitled to indemnification with
respect to any liability to the Master Trust or its investors 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 with respect to the Mini-Cap
Fund by the Master Trust (by the Board of Trustees of the Master Trust or vote
of a majority of the outstanding voting securities of the Mini-Cap Fund, as
defined in the Investment Company Act) or the Investment Adviser upon not more
than 60 days' written notice, without payment of any penalty. The Investment
Advisory Agreement provides that it will continue in effect with respect to the
Mini-Cap Fund only so long as such continuance is specifically approved at least
annually in conformity with the Investment Company Act.
EXPENSE LIMITATION
Under the Investment Advisory Agreement, the Investment Adviser has
agreed to reduce its fees, and to absorb other expenses of the Mini-Cap
Portfolio (including administrative fees and distribution expenses for the
Portfolio, and the Portfolio's allocable share of the operating expenses of the
Fund, 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 Portfolio do not exceed 1.56% of the
average net assets of the Portfolio through March 31, 1996.
ADMINISTRATOR
The Administrator of the Trust is Investment Company Administration
Corporation, 4455 East Camelback Road, Suite 261-E, Phoenix, Arizona 85018.
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.
B-29
<PAGE>
The Administrator has no supervisory responsibility over the investment
operations of the Portfolios. 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. Investment Company
Administration Corporation also serves as the Administrator for the Master
Trust.
For its services, the Administrator receives under the Administration
Agreement $35,000 for each grouping of five similar portfolios (e.g., Core
Growth Portfolio A, Portfolio B, Portfolio C, Institutional and Qualified
Portfolios), $25,000 for each grouping of three similar portfolios, $20,000 for
each grouping of two similar portfolios and $5,000 for one portfolio. As a
result, the Administrator currently receives aggregate compensation at the rate
of $230,000 per year for all of the series of the Trust. Such fees will be
allocated among the series in each grouping based on relative net asset values.
For its services to the Master Trust, the Administrator receives, pursuant to an
Administration Agreement, a monthly fee at the following annual rates: 0.05% on
the first $100 million of aggregate net assets of the Funds, 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 of the Funds in excess of
$850 million. The Administrator will receive a minimum of $150,000 per year
allocated among the Funds based on average net assets.
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 or the Sub-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 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
members, (j) the cost of maintaining the Trust's existence, taxes and interest,
(k) the cost of fidelity and liability insurance, (l) the fees and expenses
involved in registering and maintaining the registration of the Trust and of its
shares with the Commission and registering the Trust as a broker or dealer and
qualifying their shares under state securities laws, including the preparation
and printing of the Trust's registration statement, prospectuses and statements
of additional information, (m) allocable communication expenses with respect to
investor services and all expenses of shareholders' and Board of Trustees'
meetings and of preparing, printing and mailing prospectuses and reports to
shareholders, (n) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the business of
the Trust, and (o) expenses assumed by the Trust pursuant to any plan of
distribution adopted in conformity with Rule 12b-1 under the Investment Company
Act.
B-30
<PAGE>
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 will terminate automatically if assigned, and may be terminated
without penalty by either the Administrator or the Trust (by the Board of
Trustees of the Trust 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.
DISTRIBUTOR
Nicholas-Applegate Securities (the "Distributor"), 600 West Broadway,
30th Floor, San Diego, California 92101, is the principal underwriter and
distributor for the Trust and, in such capacity, is responsible for distributing
shares of the Portfolios. The Distributor is a California limited partnership
organized in 1992 to distribute shares of the Trust. Its general partner is
Nicholas-Applegate Capital Management Holdings, L.P., the general partner of the
Investment Adviser.
Pursuant to its Distribution Agreement with the Trust, the Distributor
has agreed to use its best efforts to effect sales of shares of the Portfolios,
but is not obligated to sell any specified number of shares. The Distribution
Agreement contains provisions with respect to renewal and termination similar to
those in the Investment Advisory Agreement discussed above. Pursuant to the
Distribution Agreement, the Trust has agreed to indemnify the Distributor to the
extent permitted by applicable law against certain liabilities under the
Securities Act.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policies established by the Master Trust's Board of Trustees,
the Investment Adviser is primarily responsible for the execution of the Mini-
Cap Fund's 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 Fund, 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 Fund invest may be
traded in the over-the-counter markets, and the Fund deals 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 Fund does 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 of the Master Trust.
The Mini-Cap Fund has 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 sell shares of the Portfolios or
provide supplemental research, market and statistical information and other
research services and products to the
B-31
<PAGE>
Investment Adviser may receive orders for transactions by the Fund. 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 Master Trust, and not all such
information, services and products are used by the Investment Adviser in
connection with the Fund. 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 Fund. The
Investment Adviser is authorized to pay higher commission on brokerage
transactions for the Fund to brokers in order to secure the information,
services and products described above, subject to review by the Master
Trust's Board of Trustees from time to time as to the extent and continuation
of this practice.
Although investment decisions for the Master Trust are made
independently from those of the other accounts managed by the Investment
Adviser, investments of the kind made by the Mini-Cap Fund 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 Fund 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
Fund and its other managed accounts, and the price paid to or received by the
Fund 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 Fund or the size of the position purchased or sold by the
Fund.
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.
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
Shares of the Mini-Cap Portfolio may be purchased and redeemed at their
net asset value without any initial or deferred sales charge. The price paid
for shares of the Portfolio is based on the net asset value per share, which is
calculated once daily at the close of trading (currently 4:00 P.M. New York
time) each day the New York Stock Exchange is open. The New York Stock Exchange
is currently closed on weekends and on the following holidays: New Year's Day,
Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas Day. The offering price is effective for orders
received by the Transfer Agent or dealers prior to the time of determi-
B-32
<PAGE>
nation of net asset value and, in the case of orders placed with dealers,
accepted by the Transfer Agent prior to the close of its business. The
dealer is responsible for promptly transmitting purchase orders to the
Transfer Agent. The Trust reserves the right in its sole discretion to
suspend the continued offering of the Portfolio's shares and to reject
purchase orders in whole or in part when such rejection is in the best
interests of the Trust and the affected Portfolios.
SHAREHOLDER SERVICES
SHAREHOLDER INVESTMENT ACCOUNT
Upon the initial purchase of shares of the Mini-Cap Portfolio, a
Shareholder Investment Account is established for each investor under which the
shares are held for the investor by the Transfer Agent. No certificates will be
issued for shares of the Portfolio.
AUTOMATIC REINVESTMENT OF DIVIDENDS AND/OR DISTRIBUTIONS
For the convenience of investors, all dividends and distributions are
automatically reinvested in full and fractional shares of the Mini-Cap Portfolio
at net asset value. An investor may direct the Transfer Agent in writing not
less than five full business days prior to the record date to have subsequent
dividends and/or distributions sent in cash rather than reinvested. In the case
of recently purchased shares for which registration instructions have not been
received on the record date, cash payment will be made directly to the dealer.
AUTOMATIC INVESTMENT PLAN
Under the Automatic Investment Plan, an investor may arrange to have a
fixed amount automatically invested in shares of the Mini-Cap Portfolio on a
monthly or quarterly basis on any day of the month or quarter by authorizing his
or her bank account to be debited to invest specified dollar amounts in shares
of the Portfolio. The investor's bank must be a member of the Automatic
Clearing House System. Participation in the Plan will begin within 30 days
after receipt of the account application. If the investor's bank account cannot
be charged due to insufficient funds, a stop-payment order or closing of the
account, the investor's Plan may be terminated and the related investment
reversed. The investor may change the amount of the investment or discontinue
the Plan at any time by writing to the Transfer Agent. Further information
about this program and an application form can be obtained from the Transfer
Agent or the Distributor.
CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS
A shareholder in the Mini-Cap Portfolio may elect to cross-reinvest
dividends or dividends and capital gain distributions paid by the Portfolio into
any other Institutional Portfolio (the "receiving Portfolio") subject to the
following conditions: (i) as long as the value of the account in the receiving
Portfolio is below that receiving Portfolio's minimum initial investment
requirement, dividends and capital gain distributions paid by the receiving
Portfolio must be automatically reinvested in the receiving Portfolio, there is
no cross-reinvestment, and (ii) if this privilege is discontinued with respect
to a particular receiving Portfolio, the value of the account in that receiving
Portfolio must equal or exceed the receiving Portfolio's minimum initial
investment requirement or the receiving Portfolio will
B-33
<PAGE>
have the right, if the shareholder fails to increase the value of the account
to such minimum within 90 days after being notified of the deficiency,
automatically to redeem the account and send the proceeds to the shareholder.
These cross-reinvestments of dividends and capital gain distributions will
be at net asset value (without a sales charge).
AUTOMATIC WITHDRAWAL
The Transfer Agent arranges for the redemption by the Mini-Cap Portfolio
of sufficient shares, deposited by the shareholder with the Transfer Agent, to
provide the withdrawal payment specified. Withdrawal payments should not be
considered as dividends, yield or income. Automatic investments may not be made
into a shareholder account from which there are automatic withdrawals.
Withdrawals of amounts exceeding reinvested dividends and distributions and
increases in share value will reduce the aggregate value of the shareholder's
account.
REDEMPTION IN KIND
The Trust intends to pay in cash for all shares of the Mini-Cap
Portfolio redeemed, but when the Master Trust makes payment to the Portfolio in
readily marketable investment securities, the Trust reserves the right to make
payment wholly or partly in shares of such securities. In such cases, a
shareholder 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 shareholder or record, limited in
amount with respect to each shareholder 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.
INSTITUTIONAL PORTFOLIOS
The services offered by the Trust to shareholders of the Institutional
Portfolios can vary, depending on the needs of the qualified retirement plan or
other institutional investor, and should be arranged by contacting the Trust,
the Distributor, the Administrator or the Transfer Agent.
NET ASSET VALUE
The net asset value of a share of the Mini-Cap Portfolio is calculated
by dividing (i) the value of the securities held by the Portfolio (I.E., the
value of its investments in the Mini-Cap Fund), plus any cash or other assets,
minus all liabilities (including accrued estimated expenses on an annual basis),
by (ii) the total number of shares of the Portfolio outstanding. The net asset
value of an interest in the Mini-Cap Fund is calculated in the same manner. The
value of the investments and assets of the Portfolio or the Fund is determined
each business day. Net asset value per share of the Mini-Cap Portfolio is
calculated as of the close of business of the New York stock Exchange (normally
4:00 p.m. New York time) on every day the Exchange is open for trading.
Investment securities, including ADRs, 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
B-34
<PAGE>
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 or the national securities
exchange on which stock or stock options are traded adopt different trading
hours on either a permanent or temporary basis, the Boards of Trustees of the
Trust and the Master Trust will reconsider the time at which net asset value is
computed. In addition, the asset value of the Mini-Cap Portfolio or the Mini-
Cap Fund may be computed as of any time permitted pursuant to any exemption,
order or statement of the Commission or its staff.
Long-term debt obligations are valued at the mean of representative
quoted bid and asked prices 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 Mini-Cap Portfolio or the Mini-Cap Fund is more than 60 days,
unless this is determined by the Board of Trustees of the Master Trust not to
represent fair value. Repurchase agreements are valued at cost plus accrued
interest.
U.S. Government securities are traded in the over-the-counter market and
are valued at the mean between the last available bid and asked prices, 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. 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 asked 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 of the Master Trust deems that the particular event
would materially affect net
B-35
<PAGE>
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 12:00 p.m. noon New York time or at such other rates as the
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 Master Trust's 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 Master Trust's Board of Trustees. Such
valuations and procedures will be reviewed periodically by the Board of
Trustees.
The Master Trust may use a pricing service approved by its 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 value 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
Master 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 Fund to do so.
TAXES
MASTER TRUST'S TAX STATUS
The Mini-Cap Fund will be treated as a partnership rather than as a
regulated investment company or a corporation under the Internal Revenue Code
(the "Code"). As a partnership under the Code, any interest, dividends and
gains or losses of the Master Trust attributable to the Fund will be deemed to
have been "passed through" to the Trust and other investors in such Fund,
regardless of whether the interest, dividends or gains have been distributed by
the Fund or such losses have been realized and recognized by the Trust and other
investors. Therefore, to the extent the Fund were to accrue but not distribute
any interest, dividends or gains, the Trust and other investors in the Fund
would be deemed to have realized and recognized their proportionate shares of
interest, dividends, gains or losses realized and recognized by the Fund without
receipt of any corresponding distribution. However, the Master Trust will seek
to minimize recognition by investors in the Fund of interest, dividends, gains
or losses allocable to the Fund without a corresponding distribution.
REGULATED INVESTMENT COMPANY
The Trust has elected to qualify the Mini-Cap Portfolio as a regulated
investment company under Subchapter M of the Code, and intends that the
Portfolio will remain so qualified.
B-36
<PAGE>
As a regulated investment company, the Mini-Cap Portfolio will not be
liable for federal income tax on its income and gains provided it distributes
all of its income and gains currently. Qualification as a regulated investment
company under the Code requires, among other things, that the Portfolio (a)
derive at least 90% of its gross income from dividends, interest, payments with
respect to securities loans, and gains from the sale or other disposition of
securities or foreign currencies, or other income (including, but not limited
to, gains from options, futures or forward contracts) derived with respect to
its business of investing in such securities or currencies; (b) derive less than
30% of its gross income from the sale or other disposition of stock, securities,
options, futures, forward contracts, certain foreign currencies and certain
options, futures, and forward contracts on foreign currencies held less than
three months; (c) diversify its holdings so that, at the end of each fiscal
quarter, (i) at least 50% of the market value of the Portfolio's assets is
represented by cash, U.S. Government securities and securities of other
regulated investment companies, and other securities (for purposes of this
calculation generally limited, in respect of any one issuer, to an amount not
greater than 5% of the market value of the Portfolio's assets and 10% of the
outstanding voting securities of such issuer) and (ii) not more than 25% of the
value of its assets is invested in the securities of any one issuer (other than
U.S. Government or foreign government securities or the securities of other
regulated investment companies), or two or more issuers which the Trust controls
and which are determined to be engaged in the same or similar trades or
businesses; and (d) distribute at least 90% of its investment company taxable
income (which includes dividends, interest, and net short term capital gains in
excess of net long term capital losses each taxable year).
The Mini-Cap Portfolio generally will be subject to a nondeductible
excise tax of 4% to the extent that it does not meet certain minimum
distribution requirements as of the end of each calendar year. To avoid the
tax, the Portfolio must distribute during each calendar year an amount equal to
the sum of (1) at least 98% of its ordinary income and net capital gain (not
taking into account any capital gains or losses as an exception) for the
calendar year, (2) at least 98% of its capital gains in excess of its capital
losses (and adjusted for certain ordinary losses) for the twelve month period
ending on October 31 of the calendar year, and (3) all ordinary income and
capital gains for previous years that were not distributed during such years. A
distribution will be treated as paid on December 31 of the calendar year if it
is declared by the Portfolio in October, November, or December of that year to
shareholders of record on a date in such a month and paid by the Portfolio
during January of the following year. Such distributions will be taxable to
shareholders (other than those not subject to federal income tax) in the
calendar year in which the distributions are declared, rather than the calendar
year in which the distributions are received. To avoid the excise tax, the
Portfolio intends to make timely distributions of its income in compliance with
these requirements and anticipate that it will not be subject to the excise tax.
Dividends paid by the Mini-Cap Portfolio from ordinary income, and
distributions of the Portfolio's net realized short-term capital gains, are
taxable to its shareholders as ordinary income. Distributions to corporate
shareholders will be eligible for the 70% dividends received deduction to the
extent that the income of the Portfolio is derived from dividends on common or
preferred stock of domestic corporations. Dividend income earned by the
Portfolio will be eligible for the dividends received deduction only if the
Portfolio and Mini-Cap Fund have satisfied a 46-day holding period requirement
with respect to the underlying portfolio security (91 days in the case of
dividends derived from preferred stock). In addition, a corporate shareholder
must have held its shares in the Portfolio for
B-37
<PAGE>
not less than 46 days (91 days in the case of dividends derived from
preferred stock) in order to claim the dividend received deduction. Not
later than 60 days after the end of its taxable year, the Portfolio will send
to its shareholders a written notice designating the amount of any
distributions made during such year which may be taken into account by its
shareholders for purposes of such deduction provisions of the Code. Net
capital gain distributions are not eligible for the dividends received
deduction.
Under the Code, any distributions designated as being made from net
capital gains are taxable to the Mini-Cap Portfolio's shareholders as long-term
capital gains, regardless of the holding period of such shareholders. Such
distributions of net capital gains will be designated by the Portfolio as a
capital gains distribution in a written notice to its shareholders which
accompanies the distribution payment. Any loss on the sale of shares held for
less than six months will be treated as a long-term capital loss for federal tax
purposes to the extent a shareholder receives net capital gain distributions on
such shares. The maximum federal income tax rate applicable to long-term
capital gains is currently 28% for individual shareholders and 35% for corporate
shareholders. Dividends and distributions are taxable as such whether received
in cash or reinvested in additional shares of the Portfolio.
Any loss realized on a sale, redemption or exchange of shares of the
Mini-Cap Portfolio by a shareholder will be disallowed to the extent the shares
are replaced within a 61-day period (beginning 30 days before the disposition of
shares). Shares purchased pursuant to the reinvestment of a dividend will
constitute a replacement of shares.
A shareholder who acquires shares of the Mini-Cap Portfolio and sells or
otherwise disposes of such shares within 90 days of acquisition may not be
allowed to include certain sales charges incurred in acquiring such shares for
purposes of calculating gain or loss realized upon a sale or exchange of shares
of the Portfolio if the shareholder acquires shares in the Portfolio pursuant to
a reinvestment right that reduces the sales charges in the subsequent
acquisition of shares.
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 a shareholder from a
Portfolio 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 shareholders annually of
the percentage of income and distributions derived from direct U.S. Government
obligations. Shareholders should consult their tax advisers to determine
whether any portion of the income dividends received from the Mini-Cap Portfolio
is considered tax exempt in their particular states.
SECTION 1256 CONTRACTS. Many of the options, futures contracts and
forward contracts used by the Mini-Cap Fund 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 the Fund at the end of each taxable year (and,
for purposes of the 4% excise tax, on certain other dates as prescribed under
the Code) are "marked to market" with the result that unrealized gains or
B-38
<PAGE>
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 Mini-
Cap Fund 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
Mini-Cap Portfolio. In addition, losses realized by the Portfolio 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 Portfolio are not
entirely clear. The transactions may increase the amount of short-term capital
gain realized by the Portfolio which is taxed as ordinary income when
distributed to shareholders.
The Mini-Cap Portfolio may make one or more of the elections available
under the Code which are applicable to straddles. If the Portfolio makes any of
the elections, the amount, character and timing of the recognition of gains or
losses from the affected straddle positions will be determined under rules that
vary according to the election(s) made. The rules applicable under certain of
the elections operate to accelerate the recognition of gains or losses from the
affected straddle positions.
Because 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 Mini-Cap Portfolio's and the
Mini-Cap Fund's assets may limit the extent to which the Fund will be able to
engage in transactions in options, 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 the
Mini-Cap 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 the Mini-Cap Portfolio's investment company taxable
income to be distributed to the shareholders as ordinary income.
FOREIGN TAX. Income received by the Mini-Cap 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
Fund with the intention of
B-39
<PAGE>
minimizing foreign taxation in cases where it is deemed prudent to do so. If
more than 50% of the value of the Fund's total assets at the close of its
taxable year consists of securities of foreign corporations, the Fund will be
eligible to elect to "pass-through" to the Mini-Cap Portfolio's shareholders
the amount of foreign income and similar taxes paid by the Fund. If this
election is made, a shareholder generally subject to tax will be required to
include in gross income (in addition to taxable dividends actually received)
his pro rata share of the foreign income taxes paid by the Fund, and may be
entitled either to deduct (as an itemized deduction) his pro rata share of
foreign taxes in computing his taxable income or to use it (subject to
limitations) as a foreign tax credit against his or her U.S. federal income
tax liability. No deduction for foreign taxes may be claimed by a
shareholder who does not itemize deductions. Each shareholder will be
notified within 60 days after the close of the Mini-Cap Portfolio's taxable
year whether the foreign taxes paid by the Mini-Cap Fund will be
"pass-through" for that year.
Generally, a credit for foreign taxes is subject to the limitation that
it may not exceed the shareholder's U.S. tax attributable to his or her total
foreign source taxable income. For this purpose, if the pass-through election
is made, the source of the Mini-Cap Fund's income will flow through to
shareholders of the Portfolio. With respect to such election, gains from the
sale of securities will be treated as derived from U.S. sources and certain
currency fluctuation gains, including fluctuation gains from foreign currency
denominated debt securities, receivables and payables will be treated as
ordinary income derived from U.S. sources. The limitation on the foreign tax
credit is applied separately to foreign source passive income, and to certain
other types of income. Shareholders may be unable to claim a credit for the
full amount of their proportion at 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
imposed on corporations and individuals 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 Mini-Cap Fund may be treated as debt securities that are issued
originally at a discount. Generally, the amount of the original issue discount
("OID") is treated as interest income and is included in income over the term of
the debt security, even though payment of that amount is not received until a
later time, usually when the debt security matures. A portion of the OID
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 Mini-Cap Fund in
the secondary market may be treated as having market discount. Generally,
any gain recognized on the disposition of, and any partial payment of
principal on, a debt security having market discount is treated as ordinary
income to the extent the gain, or principal payment, does not exceed the
"accrued market discount" on such debt security. Market discount generally
accrues in equal daily installments. The Fund 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 Mini-Cap Fund may be
treated as having an acquisition discount, or OID in the case of certain types
of debt securities. Generally,
B-40
<PAGE>
the Fund will be required to include the acquisition discount, or OID, in
income over the term of the debt security, even though payment of that amount
is not received until a later time, usually when the debt security matures.
The Fund may make one or more of the elections applicable to the debt
securities having acquisition discount, or OID, which could affect the
character and timing of recognition of income.
The Mini-Cap Portfolio generally will be required to distribute
dividends to shareholders representing discount on debt securities that is
currently includible in income, even though cash representing such income may
not have been received by the Mini-Cap Fund. Cash to pay such dividends may be
obtained from sales proceeds of securities held by the Fund.
CONTRIBUTION LIMITS. Payments made to the Trust, by the employer
sponsoring a qualified profit-sharing plan (the "plan") which invests in the
Mini-Cap Portfolio, of such plan's pro rata share of the fees charged by the
Investment Adviser for management of the assets of the Portfolio invested in the
Mini-Cap Fund, may be treated as an employer "contribution" to the plan under
Sections 404 and 415 of the Code. Contributions to a qualified retirement plan
are subject to limitations under Sections 404 and 415 of the Code. Generally,
Section 404(a)(3) of the Code limits an employer's contribution to the plan to
an amount not exceeding 15% of the compensation paid to all plan participants
during the year, and Section 415 of the Code limits the total contributions made
by both the employer and the participants. Contributions in excess of these
limits may not be deducted by the employer and may result in an excise tax on
the employer equal to 10% of the non-deductible contributions. In addition, the
plan may become disqualified. Shareholders should consult with their own tax
and retirement plan advisers regarding this issue.
OTHER TAX INFORMATION
The Mini-Cap Portfolio may be required to withhold for U.S. federal
income taxes 31% of all taxable distributions payable to shareholders who fail
to provide the Portfolio 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 shareholders and
certain other shareholders 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 shareholders of the
Mini-Cap Portfolio with respect to distributions by the Portfolio may differ
from federal tax treatment. Distributions to shareholders may be subject to
additional state and local taxes. Shareholders should consult their own tax
advisers regarding specific questions as to federal, state or local taxes.
PERFORMANCE INFORMATION
The Trust may from time to time advertise the total return for the Mini-
Cap Portfolio. Any performance information should be considered in light of the
Portfolio's and the Mini-Cap Fund's investment objectives and policies,
characteristics and quality of the its
B-41
<PAGE>
portfolio, and the market conditions during the given time period, and should
not be considered to be representative of what may be achieved in the future.
TOTAL RETURN
The total return for the Portfolio is computed by assuming a
hypothetical initial payment of $1,000. It is assumed that all investments are
made at net asset value (as opposed to market price) and that all of the
dividends and distributions by the Portfolio over the relevant time periods are
invested at net asset value. It is then assumed that, at the end of each
period, the entire amount is redeemed without regard to any redemption fees or
costs. The average annual total return is then determined by calculating the
annual rate required for the initial payment to grow to the amount which would
have been received upon redemption. Total return does not take into account any
federal or state income taxes.
Total return is computed according to the following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value at the end of the period (or fractional
portion thereof) of a hypothetical $1,000 payment made at the
beginning of the period.
COMPARISON TO INDICES AND RANKINGS
Performance information for the Mini-Cap Portfolio may also be compared
to various unmanaged indices, such as the Standard & Poor's 500 Stock Price
Index, the Dow Jones Industrial Average, and indices prepared by Lipper
Analytical Services. Unmanaged indices (I.E., other than Lipper) generally do
not reflect deductions for administrative and management costs and expenses.
Performance rankings are prepared by a number of mutual fund ranking
entities that are independent of the Trust and its affiliates. These entities
categorize and rank funds by various criteria, including fund type, performance
over a given period of years, total return, standardized yield, variations in
sales charges and risk/reward considerations.
B-42
<PAGE>
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL
PNC Bank, Airport Business Center, International Court 2, 200 Stevens
Drive, Lester, Pennsylvania 19113, serves as Custodian for the portfolio
securities and cash of the Portfolio and Fund and in that capacity maintains
certain financial and accounting books and records pursuant to agreements with
the Trust and Master Trust. PFPC Inc., 103 Bellevue Parkway, Wilmington,
Delaware, an affiliate of the Custodian, provides additional accounting services
to the Portfolio and Fund.
State Street Bank and Trust Company, 2 Heritage Drive, 5th Floor, North
Quincy, Massachusetts, 02171, serves as the Transfer and Dividend Disbursing
Agent for the Portfolio and Fund. The Transfer Agent provides customary
transfer agency services to the Trust and Master Trust, including the handling
of shareholder communications, the processing of shareholder transactions, the
maintenance of shareholder account records, and related functions. The Dividend
Disbursing Agent provides customary dividend disbursing services to the Trust,
including payment of dividends and distributions and related functions.
The following act as sub-transfer agents for the Portfolio: Financial
Data Services, Inc., 4800 Deer Lake Drive, 2nd Floor, Jacksonville, Florida
32246; and William M. Mercer Plan Participant Services, Inc. 1417 Lake Cook
Road, Deerfield, Illinois 60015.
Ernst & Young, L.L.P., 515 S. Flower Street, Los Angeles, California
90071, serves as the independent accountants for the Trust and Master Trust, and
in that capacity examines the annual financial statements of the Trust and
Master Trust.
Paul, Hastings, Janofsky & Walker, 555 South Flower Street, 23rd Floor,
Los Angeles, California 90071, is legal counsel for the Trust and Master Trust.
It also acts as counsel for the Investment Adviser and Distributor.
MISCELLANEOUS
SHARES OF BENEFICIAL INTEREST
The Trust is currently comprised of 44 series of shares -- eight A
Portfolios, eight B Portfolios, eight C Portfolios, eleven institutional
Portfolios, one Money Market Portfolio and eight Qualified Portfolios.
VOTING RIGHTS. On any matter submitted to a vote of shareholders of the
Trust, all shares then entitled to vote will be voted by the affected
Portfolio(s) unless otherwise required by the Investment Company Act, in which
case all shares of the Trust will be voted in the aggregate. For example, a
change in the Mini-Cap Portfolio's fundamental investment policies would be
voted upon only by shareholders of that Portfolio, as would the approval of any
advisory or distribution contract for the Portfolio. However, all shares of the
Trust may vote together in the election or selection of Trustees, principal
underwriters and accountants for the Trust.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment
company
B-43
<PAGE>
such as the Trust shall not be deemed to have been effectively acted upon
unless approved by a majority of the outstanding shares of the series of the
Trust affected by the matter. Under Rule 18f-2, a series is presumed to be
affected by a matter, unless the interests of each series in the matter are
identical or the matter does not affect any interest of such series. Under
Rule 18f-2 the approval of an investment advisory agreement or any change in
a fundamental investment policy would be effectively acted upon with respect
to a Portfolio only if approved by a majority of its outstanding shares.
However, the rule also provides that the ratification of independent public
accountants, the approval of principal underwriting contracts and the
election of trustees may be effectively acted upon by the shareholders of the
Trust voting without regard to Portfolio.
As used in the Mini-Cap Portfolio's Prospectus and in this Statement of
Additional Information, the term "majority," when referring to approvals to be
obtained from shareholders of the Portfolio, means the vote of the lesser of (i)
67% of the shares of the Portfolio represented at a meeting if the holders of
more than 50% of the outstanding shares of the Portfolio are present in person
or by proxy, or (ii) more than 50% of the outstanding shares of the Portfolio.
The term "majority," when referring to the approvals to be obtained from
shareholders of the Trust's shares represented at a meeting if the holders of
more than 50% of the Trust's outstanding shares are present in person or by
proxy, or (ii) more than 50% of the Trust's outstanding shares. Shareholders
are entitled to one vote for each full share held and fractional votes for
fractional shares held. Unless otherwise provided by law (for example, by rule
18f-2 discussed above) or by the Trust's Declaration of Trust or Bylaws, the
Trust may take or authorize any action upon the favorable vote of the holders of
more than 50% of the outstanding shares of the Trust.
Whenever a Portfolio or the Trust is requested to vote on a matter with
respect to the Master Trust, the Trust will hold a meeting of its shareholders
and will cast its votes as instructed by such shareholders and, in the case of a
matter affecting only a specific Fund, as instructed by the shareholders of the
corresponding Portfolio(s).
The Trust will dispense with annual meetings of shareholders in any year
in which it is not required to elect Trustees under the Investment Company Act.
However, the Trust undertakes to hold a special meeting of its shareholders for
the purpose of voting on the question of removal of a Trustee or Trustees if
requested in writing by the holders of at least 10% of the Trust's outstanding
voting securities, and to assist in communicating with other shareholders as
required by Section 16(c) of the Investment Company Act.
Each share of a Portfolio represents an equal proportional interest in
the Portfolio with each other share and is entitled to such dividends and
distributions out of the income earned on the assets belonging to the Portfolio
as are declared in the discretion of the Trustees. In the event of the
liquidation or dissolution of the Trust, shareholders of a Portfolio are
entitled to receive the assets attributable to such Portfolio that are available
for distribution, and a distribution of any general assets not attributable to a
particular Portfolio that are available for distribution in such manner and on
such basis as the Trustees in their sole discretion may determine.
Shareholders are not entitled to any preemptive rights. All shares,
when issued, will be fully paid and nonassessable by the Trust.
DECLARATIONS OF TRUST. In accordance with Delaware law and in
connection with the tax treatment sought by the Master Trust, the Master Trust's
Declaration of Trust
B-44
<PAGE>
provides that its investors will be personally and jointly and severally
responsible (with rights of contribution INTER SE in proportion to their
respective ownership interests in the Master Trust) for the Master Trust's
liabilities and obligations in the event that the Master Trust fails to
satisfy such liabilities and obligations. However, to the extent assets are
available from the Master Trust, the Master Trust will indemnify each
investor from any claim or liability to which the investor may become subject
solely by reason of his or her having been an investor to the extent such
claim or liability imposes on the investor an obligation or liability which
is greater than his or her proportionate ownership interest in the Master
Trust, and will reimburse the investor for all legal and other expenses
reasonably incurred by him or her in connection with any such claim or
liability.
The Declarations of Trust of both the Trust and Master Trust provide
that obligations of the Trust and the Master Trust are not binding upon their
respective Trustees, officers, employees and agents individually and that the
Trustees, officers, employees and agents will not be liable to the trusts or
their respective investors for any action or failure to act, but nothing in the
Declarations of Trust protect a Trustee, officer, employee or agent against any
liability to the trusts or their respective 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 Declarations of Trust also provide that the debts, liabilities,
obligations and expenses incurred, contracted for or existing with respect to a
designated Portfolio or Fund shall be enforceable against the assets and
property of such Portfolio or Fund only (and, in the case of the Fund, its
investors), and not against the assets or property of any other Portfolio or
Fund (or in the case of the Portfolio, the investors therein).
FINANCIAL STATEMENTS. The Trust's Semi-Annual Report to Shareholders of the
Portfolio for the period ended September 30, 1995 accompanies this Statement of
Additional Information. Additional copies of the Report may be obtained at no
charge by writing or telephoning the Trust at the address or number on the front
page of this Statement of Additional Information.
REGISTRATION STATEMENT. The Registration Statement of the Trust and the
Master Trust, including the Mini-Cap Portfolio's Prospectus, the Statement of
Additional Information and the exhibits filed therewith, may be examined at the
office of the Commission in Washington, D.C. Statements contained in the
Portfolio's Prospectus or the Statement of Additional Information as to the
contents of any contract or other document referred to herein or in the
Prospectus 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 the
Registration Statement, each such statement being qualified in all respects by
such reference.
B-45
<PAGE>
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
The following paragraphs summarize the descriptions for the rating symbols
of securities.
COMMERCIAL PAPER
The following paragraphs summarize the description for the rating
symbols of commercial paper.
MOODY'S INVESTORS SERVICE, INC.
Moody's short-term debt ratings, which are also applicable to commercial
paper investments permitted to be made by the Master Trust, are opinions of the
ability of issuers to repay punctually their senior debt obligations which have
an original maturity not exceeding one year. Moody's employs the following
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers:
PRIME 1: Issuers (or related supporting institutions) rated PRIME-1
have a superior ability for repayment of short-term promissory obligations.
PRIME-1 repayment ability will often be evidenced by the following
characteristics: (A) leading market positions in well-established industries;
(B) high rates of return on funds employed; (C) conservative capitalization
structures with moderate reliance on debt and ample asset protection; (D) broad
margins in earnings coverage of fixed financial charges and high internal cash
generation; and (E) well-established access to a range of financial markets and
assured sources of alternate liquidity.
PRIME-2: Issuers rated PRIME-2 (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 in the
PRIME-1 category but to a lesser degree. Earning 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
alternate liquidity is maintained.
PRIME 3: Issuers rated PRIME-3 (or related supporting institutions)
have an acceptable ability for repayment of short-term debt obligations. The
effect of industry characteristics and market composition 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.
STANDARD & POOR'S CORPORATION
Standard & Poor's ratings are a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
The ratings are based on current information furnished to Standard & Poor's by
the issuer and obtained by Standard & Poor's from other sources it considers
reliable. Ratings are graded into four categories, ranging from "A" for the
highest quality obligations to "D" for the lowest. Issues within the "A"
category are delineated with the numbers 1, 2, and 3 to indicate the relative
degree of safety, as follows:
A-1
<PAGE>
A-1: This designation indicates the degree of safety regarding timely
payment is overwhelming or very strong. Those issuers determined to possess
overwhelming safety characteristics are denoted with a "PLUS" (+) designation.
A-2: Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as overwhelming as for
issues designated A-1.
A-3: Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.
B: Issues rated "B" are regarded as having only an adequate capacity
for timely payment. However, such capacity may be damaged by changing
conditions or short-term adversities.
C: Issues rated "C" are regarded as having a doubtful capacity for
payment.
FITCH INVESTORS SERVICE, INC.
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+.
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 issuers assigned 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.
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.
A-2
<PAGE>
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.
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.
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.
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.
A-3
<PAGE>
CORPORATE BONDS
MOODY'S
Moody's corporate bond ratings are opinions of the relative investment
qualities of bonds. Moody's employs nine designations to indicate such relative
qualities, ranging from "AAA" for the highest quality obligations to "C" for the
lowest. Issues are further refined with the designation 1,2, and 3 to indicate
the relative ranking within designations. Bonds with the following Moody's
ratings have the following investment qualities:
AAA: Bonds in this category are judged to be of the highest 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 in this category 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 in this category possess many favorable investment
attributes and are considered to be 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 in this category are 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 in this category are 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.
B: Bonds in this category 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 in this category 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 in this category represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcoming.
A-4
<PAGE>
C: Bonds in this category 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.
STANDARD & POOR'S
A Standard & Poor's corporate debt rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. Ratings
are graded into ten categories, ranging from "AAA" for the highest quality
obligation to "D" for debt in default. Issues are further refined with a "PLUS"
or "MINUS" sign to show relative standing within the categories. Bonds with the
following Standard & Poor's ratings have the following investment qualities:
AAA: Bonds in this category have the highest rating assigned by
Standard & Poor's. Capacity to pay interest and repay principal is extremely
strong.
AA: Bonds in this category have a very strong capacity to pay interest
and repay principal and differ from the higher rated issues only in small
degree.
A: Bonds in this category have a strong capacity to pay interest and
repay principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in higher
rated categories.
BBB: Bonds in this category have 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: Bonds in this category have less near-term vulnerability to default
than other speculative issues. However, they face 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: Bonds in this category have a greater vulnerability to default but
currently have 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.
CCC: Bonds in this category have currently identifiable vulnerability
to default, and are 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, they are 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.
A-5
<PAGE>
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.
FITCH INVESTORS SERVICE, 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.
A-6
<PAGE>
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.
ICBA
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.
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.
A-7
<PAGE>
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.
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.
A-8
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
FORM N-1A
PART C: OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS.
a. Financial Statements:
Registrant's unaudited Schedule of Investments as of September 30, 1995,
Statement of Assets and Liabilities as of September 30, 1995, Statement
of Operations for the period ended September 30, 1995, and related Notes
with respect to the Mini-Cap Institutional Growth Portfolio are included
as part of Registrant's Semi-Annual Report to Shareholders for the
period ended September 30, 1995, which financial information is
incorporated by reference in Part B.
b. Exhibits:
(1.1) Certificate of Trust of Registrant (a).
(1.2) Certificate of Amendment to Certificate of Trust of Registrant
(a).
(1.3) Declaration of Trust of Registrant (b).
(1.4) Amended and Restated Declaration of Trust of Registrant (a).
(1.5) Certificate of Trustees dated August 6, 1993, establishing
Emerging Growth Portfolio series (c).
(1.6) Certificate of Trustees dated December 15, 1993, establishing
International Growth Portfolio series (d).
(1.7) Amendment No. 2 to Amended and Restated Declaration of Trust
(f).
(1.8) Amendment No. 3 to Amended and Restated Declaration of Trust
(g).
(1.9) Amendment No. 4 to Amended and Restated Declaration of Trust
(m).
(1.10) Amendment No. 5 to Amended and Restated Declaration of Trust
(m).
(1.11) Amendment No. 6 to Amended and Restated Declaration of Trust
(n).
(1.12) Amendment No. 7 to Amended and Restated Declaration of Trust
(n).
(1.13) Form of Amendment No. 8 to Amended and Restated Declaration of
Trust (o).
(2) Amended Bylaws of Registrant (i).
C-1
<PAGE>
(3) None.
(4) None.
(5) None.
(6.1) Distribution Agreement between Registrant and Nicholas-
Applegate Securities dated as of April 19, 1993 (d).
(6.2) Letter agreement between Registrant and Nicholas-Applegate
Securities dated May 17, 1993, adding certain Institutional
(formerly Qualified) Portfolio series and Emerging Growth
Portfolio series to Distribution Agreement (c).
(6.3) Letter agreement between Registrant and Nicholas-Applegate
Securities dated December 15, 1993, adding International Growth
Portfolio series to Distribution Agreement (d).
(6.4) Letter agreement between Registrant and Nicholas-Applegate
Securities dated April 22, 1994, adding Qualified Portfolio
series to Distribution Agreement (j).
(6.5) Letter agreement between Registrant and Nicholas-Applegate
Securities, adding Emerging Countries Growth Portfolio series,
Global Growth & Income Portfolio series and Mini-Cap Growth
Portfolio series to Distribution Agreement (o).
(6.6) Letter agreement between Registrant and Nicholas-Applegate
Securities, adding Series B Portfolios to Distribution
Agreement (o).
(6.7) Letter agreement between Registrant and Nicholas-Applegate
Securities, adding Fixed Income and Qualified Portfolio series
to Distribution Agreement (o).
(7) None.
(8.1) Custodian Services Agreement between Registrant and PNC Bank
dated as of April 1, 1993 (d).
(8.2) Letter agreement between Registrant and PNC Bank dated July 19,
1993, adding certain Institutional (formerly Qualified)
Portfolio series to Custodian Services Agreement (d).
(8.3) Letter agreement between Registrant and PNC Bank dated August
20, 1993, adding Emerging Growth Portfolio series to Custodian
Services Agreement (c).
(8.4) Letter agreement between Registrant and PNC Bank dated December
15, 1993, adding International Growth Portfolio series to
Custodian Services Agreement (d).
(8.5) Letter agreement between Registrant and PNC Bank dated April
22, 1994, adding Core Growth Qualified Portfolio series to
Custodian Services Agreement (d).
(8.6) Form of letter agreement between Registrant and PNC Bank,
adding Emerging Countries Growth Portfolio series, Global
Growth & Income Portfolio series and Mini-Cap Growth Portfolio
series to Custodian Agreement (l).
C-2
<PAGE>
(8.7) Form of letter agreement between Registrant and PNC Bank,
adding Series B Portfolios to Custodian Agreement (n).
(8.8) Form of letter agreement between Registrant and PNC Bank,
adding Fixed Income Portfolio series to Custodian Agreement
(n).
(9.1) Administration Agreement between Registrant and Investment
Company Administration Corporation dated as of April 1, 1993
(d).
(9.2) Amendments to Administration agreement between Registrant and
Investment Company Administration Corporation dated July 1993
and January 1994 (d).
(9.3) Transfer Agency and Service Agreement between Registrant and
State Street Bank and Trust Company dated as of April 1, 1993
(d).
(9.4) Letter agreement between Registrant and State Street Bank and
Trust Company dated July 19, 1993, adding certain Institutional
(formerly Qualified) Portfolio series to Transfer Agency and
Service Agreement (d).
(9.5) Letter agreement between Registrant and State Street Bank and
Trust Company dated August 20, 1993, adding Emerging Growth
Portfolio Series to Transfer Agency and Service Agreement (d).
(9.6) Letter agreement between Registrant and State Street Bank and
Trust Company dated December 15, 1993, adding International
Growth Portfolio series to Transfer Agency and Service
Agreement (d).
(9.7) Letter agreement between Registrant and State Street Bank and
Trust Company dated April 22, 1994, adding Core Growth
Qualified Portfolio series to Transfer Agency and Service
Agreement (d).
(9.8) Letter agreement between Registrant and State Street Bank and
Trust Company, adding Emerging Countries Growth Portfolio
series, Global Growth & Income Portfolio series and Mini-Cap
Growth Portfolio series to Transfer Agency and Service
Agreement (o).
(9.9) Letter agreement between Registrant and State Street Bank and
Trust Company, adding Series B Portfolios to Transfer Agency
and Service Agreement (o).
(9.10) Form of letter agreement between Registrant and State Street
Bank and Trust Company, adding Fixed Income Portfolio series to
Transfer Agency and Service Agreement (n).
(9.11) Shareholder Service Plan between Registrant and Nicholas-
Applegate Securities (a).
(9.12) License Agreement dated as of December 17, 1992, between
Registrant and Nicholas-Applegate Capital Management (d).
(9.13) Accounting Services Agreement between Registrant and PFPC Inc.
dated as of April 1, 1993 (d).
C-3
<PAGE>
(9.14) Letter agreement between Registrant and PFPC Inc. dated July
19, 1993, adding certain Institutional (formerly Qualified)
Portfolio series to Accounting Services Agreement (d).
(9.15) Letter agreement between Registrant and PFPC Inc. dated August
20, 1993, adding Emerging Growth Portfolio series to Accounting
Services Agreement (d).
(9.16) Letter agreement between Registrant and PFPC Inc. dated
December 15, 1993, adding International Growth Portfolio series
to Accounting Services Agreement (d).
(9.17) Letter agreement between Registrant and PFPC Inc. dated April
22, 1994, adding Core Growth Qualified Portfolio series to
Accounting Services Agreement (d).
(9.18) Letter agreement between Registrant and PFPC Inc., adding
Emerging Countries Growth Portfolio series, Global Growth &
Income Portfolio series and Mini-Cap Growth Portfolio series to
Accounting Services Agreement (o).
(9.19) Form of letter agreement between Registrant and PFPC Inc.,
adding Series B Portfolios to Accounting Services Agreement
(n).
(9.20) Form of letter agreement between Registrant and PFPC Inc.,
adding Fixed Income Portfolio series to Accounting Services
Agreement (n).
(9.21) Letter agreement between Registrant and Nicholas-Applegate
Capital Management dated September 27, 1993 regarding expense
reimbursements (c).
(9.22) Letter agreement between Registrant and Nicholas-Applegate
Capital Management dated December 15, 1993, adding
International Growth Portfolio series to agreement regarding
expense reimbursements (d).
(9.23) Letter agreement between Registrant and Nicholas-Applegate
Capital Management dated April 22, 1994, adding Qualified
Portfolio series to agreement regarding expense reimbursements
(j).
(9.24) Letter agreement between Registrant and Nicholas-Applegate
Capital Management, adding Emerging Growth Institutional
Portfolio series, Global Growth & Income Portfolio series and
Mini-Cap Growth Portfolio series to agreement regarding expense
reimbursements (o).
(9.25) Letter agreement between Registrant and Nicholas-Applegate
Capital Management, adding Series B Portfolios to agreement
regarding expense reimbursement (o).
(9.26) Letter agreement between Registrant and Nicholas-Applegate
Capital Management, adding Qualified and Fixed Income Portfolio
series to agreement regarding expense reimbursement (o).
(9.27) Letter agreement between Registrant and Nicholas-Applegate
Capital Management revising expense reimbursement agreement
with respect to Government Income Portfolios (o).
C-4
<PAGE>
(10) Opinion of Counsel (a).
(11) Not applicable.
(12) Not applicable.
(13) Investment Letter of initial investor in Registrant dated
April 1, 1993 (d).
(14.1) IRA Plan Materials (d).
(14.2) 401(k) Profit-Sharing Plan Materials (d).
(15) Amended Distribution Plan of Registrant (o).
(16) Schedule of Computation of Performance Quotations (c).
(17.1) Limited Powers of Attorney of Trustees (d).
(17.2) Limited Power of Attorney of Walter E. Auch (k).
(17.3) Limited Power of Attorney of John D. Wylie.
______________________________
(a) Filed as an Exhibit to Amendment No. 1 to Registrant's Form N-1A
Registration Statement on March 15, 1993 and incorporated herein by
reference.
(b) Filed as an Exhibit to Registrant's Form N-1A Registration Statement on
December 21, 1992 and incorporated herein by reference.
(c) Filed as an Exhibit to Amendment No. 6 to Registrant's Form N-1A
Registration Statement on November 1, 1993 and incorporated herein by
reference.
(d) Filed as an Exhibit to Amendment No. 12 to Registrant's Form N-1A
Registration Statement on August 1, 1994 and incorporated herein by
reference.
(e) Filed as an Exhibit to Amendment No. 7 to Registrant's Form N-1A
Registration Statement on December 20, 1993 and incorporated herein by
reference.
(f) Filed as an Exhibit to Amendment No. 8 to Registrant's Form N-1A
Registration Statement on February 22, 1994 and incorporated herein by
reference.
(g) Filed as an Exhibit to Amendment No. 9 to Registrant's form N-1A
Registration Statement on February 22, 1994 and incorporated herein by
reference.
(h) Filed as an Exhibit to Amendment No. 15 to Registrant's Form N-1A
Registration Statement on September 26, 1994 and incorporated herein by
reference.
C-5
<PAGE>
(i) Filed as an Exhibit to Amendment No. 2 to Registrant's Form N-1A
Registration Statement on April 5, 1993 and incorporated herein by
reference.
(j) Filed as an Exhibit to Amendment No. 11 to Registrant's Form N-1A
Registration Statement on July 6, 1994 and incorporated herein by
reference.
(k) Filed as an Exhibit to Amendment No. 14 to Registrant's Form N-1A
Registration Statement on September 26, 1994 and incorporated herein by
reference.
(l) Filed as an Exhibit to Amendment No. 16 to Registrant's Form N-1A
Registration Statement on October 26, 1994 and incorporated herein by
reference.
(m) Filed as an Exhibit to Amendment No. 20 to Registrant's Form N-1A
Registration Statement on December 30, 1994 and incorporated herein by
reference.
(n) Filed as an Exhibit to Amendment No. 22 to Registrant's Form N-1A
Registration Statement on May 22, 1995 and incorporated herein by
reference.
(o) Filed as an Exhibit to Amendment No. 23 to Registrant's Form N-1A
Registration Statement on July 12, 1995 and incorporated herein by
reference.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Arthur E. Nicholas, Fred C. Applegate, Arthur B. Laffer and Charles E.
Young, members of the Board of Trustees of Registrant, are also members of the
Board of Directors of Nicholas-Applegate Fund, Inc., a registered investment
company. As they constitute a majority of both of such Boards, Registrant and
Nicholas-Applegate Fund, Inc. may be deemed to be under common control.
Item 26. NUMBER OF HOLDERS OF SECURITIES.
As of December 31, 1995, the number of record holders of each series
of Registrant was as follows:
<TABLE>
<CAPTION>
TITLE OF SERIES NUMBER OF RECORD HOLDERS
--------------- ------------------------
<S> <C>
Core Growth Portfolio A 6,185
Emerging Growth Portfolio A 11,046
Income & Growth Portfolio A 1,991
Balanced Growth Portfolio A 547
International Growth Portfolio A 59
Worldwide Growth Portfolio 1,778
Government Income Portfolio A 103
Emerging Countries Portfolio A 253
Money Market Portfolio 104
Core Growth Portfolio B 500
Emerging Growth Portfolio B 622
</TABLE>
C-6
<PAGE>
<TABLE>
<S> <C>
Income & Growth Portfolio B 78
Balanced Growth Portfolio B 45
International Growth Portfolio B 38
Worldwide Growth Portfolio B 59
Government Income Portfolio B 10
Emerging Countries Portfolio B 129
Core Growth Portfolio C 14,530
Emerging Growth Portfolio C 16,200
Income & Growth Portfolio C 5,487
Balanced Growth Portfolio C 1,357
Worldwide Growth Portfolio C 6,037
International Growth Portfolio C 78
Government Income Portfolio C 278
Emerging Countries Portfolio C 174
Core Growth Institutional Portfolio 158
Emerging Growth Institutional Portfolio 150
Income & Growth Institutional Portfolio 98
Balanced Growth Institutional Portfolio 20
Worldwide Growth Institutional Portfolio 70
International Growth Institutional Portfolio 56
Emerging Countries Institutional Portfolio 56
Mini-Cap Growth Institutional Portfolio 57
Fully Discretionary Institutional Fixed Income Portfolio 8
Short-Intermediate Institutional Fixed Income Portfolio 9
Core Growth Qualified Portfolio 13
Income & Growth Qualified Portfolio 9
Balanced Growth Qualified Portfolio 9
Worldwide Growth Qualified Portfolio 9
Government Income Qualified Portfolio 9
Emerging Growth Qualified Portfolio 5
International Growth Qualified Portfolio 9
Emerging Countries Qualified Portfolio 6
</TABLE>
Item 27. INDEMNIFICATION.
Article V of Registrant's Declaration of Trust, filed herewith as
Exhibit 1, provides for the indemnification of Registrant's trustees, officers,
employees and agents against liabilities incurred by them in connection with the
defense or disposition of any action or proceeding in which they may be involved
or with which they may be threatened, while in office or thereafter, by reason
of being or having been in such office, except with respect to matters as to
which it has been determined that they acted with willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of their office ("Disabling Conduct").
Section 8 of Registrant's Administration Agreement, filed herewith as
Exhibit 9.1, provides for the indemnification of Registrant's Administrator
against all liabilities incurred by it in performing its obligations under the
Agreement, except with respect to matters involving its Disabling Conduct.
Section 9 of
C-7
<PAGE>
Registrant's Distribution Agreement, filed herewith as Exhibit 6, provides
for the indemnification of Registrant's Distributor against all liabilities
incurred by it in performing its obligations under the Agreement, except with
respect to matters involving its Disabling Conduct. Section 4 of the
Shareholder Service Agreement, filed herewith as Exhibit 9.3, provides for
the indemnification of Registrant's Distributor against all liabilities
incurred by it in performing its obligations under the Agreement, except with
respect to matters involving its Disabling Conduct.
Registrant has obtained from a major insurance carrier a trustees'
and officers' liability policy covering certain types of errors and omissions.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such trustee, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Nicholas-Applegate Capital Management, the investment adviser to the
Master Trust, is a California limited partnership, the general partner of which
is Nicholas-Applegate Capital Management, Inc. (the "General Partner"). During
the two fiscal years ended December 31, 1995 Nicholas-Applegate Capital
Management has 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.
(a) Nicholas-Applegate Securities does not act as a principal
underwriter, depositor or investment adviser to any investment company other
than Registrant.
(b) Nicholas-Applegate Securities, the Distributor of the shares of
Registrant's Portfolios, is a California limited partnership and its general
partner is Nicholas-Applegate Capital Management Holdings, L.P. (the "General
Partner"). Information is furnished below with respect to the officers,
partners and directors of
C-8
<PAGE>
the General Partner and Nicholas-Applegate Securities. The principal business
address of such persons is 600 West Broadway, 30th Floor, San Diego,
California 92101, except as otherwise indicated below.
<TABLE>
<CAPTION>
Positions and Positions and
Name and Principal Offices with Principal Offices with
Business Address Underwriter Registrant
- ------------------ ----------- ----------
<S> <C> <C>
Arthur E. Nicholas Chairman Trustee
Ashley T. Rabun President Vice President
Peter J. Johnson Vice President Vice President
Thomas Pindelski Chief Financial Officer Chief Financial Officer
E. Blake Moore, Jr. Secretary Secretary
Todd Spillane Director of Compliance None
</TABLE>
(c) Not applicable.
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 of 1940 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 to
the Trust and Master Trust, Nicholas-Applegate Capital Management (600 West
Broadway, 30th Floor, San Diego, California 92101); the Administrator for the
Trust and Master Trust, Investment Company Administration Corporation (4455 East
Camelback Road, Suite 261-E, Phoenix, Arizona 85018); the Custodian, PNC Bank
(Airport Business Center, International Court 2, 200 Stevens Drive, Lester,
Pennsylvania 19113); or the Transfer and Dividend Disbursing Agent, State Street
Bank & Trust Company (2 Heritage Drive, 5th Floor, North Quincy, Massachusetts
02171).
Item 31. MANAGEMENT SERVICES.
Not Applicable.
Item 32. UNDERTAKINGS.
Registrant hereby undertakes that if it is requested by the holders
of at least 10% of its outstanding shares 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 of 1940.
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest annual report to
shareholders, upon request and without charge.
C-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, 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 17th day
of January, 1996. The undersigned hereby certifies that this Agreement meets
all of the requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933.
NICHOLAS-APPLEGATE MUTUAL FUNDS
By John D. Wylie*
-------------------------------
John D. Wylie
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
John D. Wylie*
- ------------------------------- Principal Executive Officer January 17, 1996
John D. Wylie
/s/ Thomas Pindelski
- ------------------------------- Principal Financial and
Thomas Pindelski Accounting Officer January 17, 1996
Fred C. Applegate*
- ------------------------------- Trustee January 17, 1996
Fred C. Applegate
Arthur B. Laffer*
- ------------------------------- Trustee January 17, 1996
Arthur B. Laffer
Charles E. Young*
- ------------------------------- Trustee January 17, 1996
Charles E. Young
Arthur E. Nicholas*
- ------------------------------- Trustee January 17, 1996
Arthur E. Nicholas
*/s/ E. Blake Moore, Jr.
- -------------------------------
By: E. Blake Moore, Jr.
Attorney In Fact
</TABLE>
<PAGE>
SIGNATURES
Nicholas-Applegate Investment Trust has duly caused this Amendment to
Registration Statement on Form N-1A of Nicholas-Applegate Mutual Funds to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Diego, State of California, on the 17th day of January, 1996. The
undersigned hereby certifies that this Agreement meets all of the requirements
for effectiveness pursuant to Rule 485(b) under the Securities Act of 1933.
NICHOLAS-APPLEGATE INVESTMENT TRUST
By John D. Wylie*
------------------------------------
John D. Wylie
President
This Amendment to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
John D. Wylie*
- ------------------------------- Principal Executive Officer January 17, 1996
John D. Wylie
/s/ Thomas Pindelski
- ------------------------------- Principal Financial and
Thomas Pindelski Accounting Officer January 17, 1996
George F. Keane*
- ------------------------------- Trustee January 17, 1996
George F. Keane
Dann V. Angeloff*
- ------------------------------- Trustee January 17, 1996
Dann V. Angeloff
Walter E. Auch*
- ------------------------------- Trustee January 17, 1996
Walter E. Auch
Theodore J. Coburn*
- ------------------------------- Trustee January 17, 1996
Theodore J. Coburn
Darlene DeRemer*
- ------------------------------- Trustee January 17, 1996
Darlene DeRemer
Arthur E. Nicholas*
- ------------------------------- Trustee January 17, 1996
Arthur E. Nicholas
*/s/ E. Blake Moore, Jr.
- -------------------------------
By: E. Blake Moore, Jr.
Attorney in Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
NICHOLAS-APPLEGATE MUTUAL FUNDS
AMENDMENT NO. 27 TO
FORM N-1A REGISTRATION STATEMENT
FILE NO. 811-7428
Exhibit No. Title of Exhibit Page
----------- ---------------- ----
(1.1) Certificate of Trust of Registrant (a).
(1.2) Certificate of Amendment to Certificate
of Trust of Registrant (a).
(1.3) Declaration of Trust of Registrant (b).
(1.4) Amended and Restated Declaration of
Trust of Registrant (a).
(1.5) Certificate of Trustees dated August 6,
1993, establishing Emerging Growth
Portfolio series (c).
(1.6) Certificate of Trustees dated December
15, 1993, establishing International
Growth Portfolio series (d).
(1.7) Amendment No. 2 to Amended and Restated
Declaration of Trust (f).
(1.8) Amendment No. 3 to Amended and Restated
Declaration of Trust (g).
(1.9) Amendment No. 4 to Amended and Restated
Declaration of Trust (m).
(1.10) Amendment No. 5 to Amended and Restated
Declaration of Trust (m).
(1.11) Amendment No. 6 to Amended and Restated
Declaration of Trust (n).
(1.12) Amendment No. 7 to Amended and Restated
Declaration of Trust (n).
(1.13) Form of Amendment No. 8 to Amended and Restated
Declaration of Trust (o).
(2) Amended Bylaws of Registrant (i).
(3) None.
(4) None.
(5) None.
<PAGE>
Exhibit No. Title of Exhibit Page
----------- ---------------- ----
(6.1) Distribution Agreement between
Registrant and Nicholas-Applegate
Securities dated as of April 19, 1993
(d).
(6.2) Letter agreement between Registrant and
Nicholas-Applegate Securities dated May
17, 1993, adding certain Institutional
(formerly Qualified) Portfolio series
and Emerging Growth Portfolio series to
Distribution Agreement (c).
(6.3) Letter agreement between Registrant and
Nicholas-Applegate Securities dated
December 15, 1993, adding International
Growth Portfolio series to Distribution
Agreement (d).
(6.4) Letter agreement between Registrant and
Nicholas-Applegate Securities dated
April 22, 1994, adding Qualified
Portfolio series to Distribution
Agreement (j).
(6.5) Letter agreement between Registrant and
Nicholas-Applegate Securities, adding
Emerging Countries Growth Portfolio
series, Global Growth & Income Portfolio
series and Mini-Cap Growth Portfolio
series to Distribution Agreement (o).
(6.6) Letter agreement between Registrant and
Nicholas-Applegate Securities, adding
Series B Portfolios to Distribution
Agreement (o).
(6.7) Letter agreement between Registrant and
Nicholas-Applegate Securities, adding
Fixed Income and Qualified Portfolio
series to Distribution Agreement (o).
(7) None.
(8.1) Custodian Services Agreement between
Registrant and PNC Bank dated as of
April 1, 1993 (d).
(8.2) Letter agreement between Registrant and
PNC Bank dated July 19, 1993, adding
certain Institutional (formerly
Qualified) Portfolio series to Custodian
Services Agreement (d).
(8.3) Letter agreement between Registrant and
PNC Bank dated August 20, 1993, adding
Emerging Growth Portfolio series to
Custodian Services Agreement (c).
(8.4) Letter agreement between Registrant and
PNC Bank dated December 15, 1993, adding
International Growth Portfolio series to
Custodian Services Agreement (d).
<PAGE>
Exhibit No. Title of Exhibit Page
----------- ---------------- ----
(8.5) Letter agreement between Registrant and
PNC Bank dated April 22, 1994, adding
Core Growth Qualified Portfolio series
to Custodian Services Agreement (d).
(8.6) Form of letter agreement between
Registrant and PNC Bank, adding Emerging
Countries Growth Portfolio series,
Global Growth Income Portfolio series
and Mini-Cap Growth Portfolio series to
Custodian Agreement (l).
(8.7) Form of letter agreement between
Registrant and PNC Bank, adding Series B
Portfolios to Custodian Agreement (n).
(8.8) Form of letter agreement between
Registrant and PNC Bank, adding Fixed
Income Portfolio series to Custodian
Agreement (n).
(9.1) Administration Agreement between
Registrant and Investment Company
Administration Corporation dated as of
April 1, 1993 (d).
(9.2) Amendments to Administration agreement
between Registrant and Investment
Company Administration Corporation dated
July 1993 and January 1994 (d).
(9.3) Transfer Agency and Service Agreement
between Registrant and State Street Bank
and Trust Company dated as of April 1,
1993 (d).
(9.4) Letter agreement between Registrant and
State Street Bank and Trust Company
dated July 19, 1993, adding certain
Institutional (formerly Qualified)
Portfolio series to Transfer Agency and
Service Agreement (d).
(9.5) Letter agreement between Registrant and
State Street Bank and Trust Company dated
August 20, 1993, adding Emerging Growth
Portfolio Series to Transfer Agency and
Service Agreement (d).
(9.6) Letter agreement between Registrant and
State Street Bank and Trust Company
dated December 15, 1993, adding
International Growth Portfolio series to
Transfer Agency and Service Agreement
(d).
(9.7) Letter agreement between Registrant and
State Street Bank and Trust Company
dated April 22, 1994, adding Core Growth
Qualified Portfolio series to Transfer
Agency and Service Agreement (d).
<PAGE>
Exhibit No. Title of Exhibit Page
----------- ---------------- ----
(9.8) Letter agreement between Registrant and
State Street Bank and Trust Company,
adding Emerging Countries Growth
Portfolio series, Global Growth Income
Portfolio series and Mini-Cap Growth
Portfolio series to Transfer Agency and
Service Agreement (o).
(9.9) Letter agreement between Registrant and
State Street Bank and Trust Company,
adding Series B Portfolios to Transfer
Agency and Service Agreement (o).
(9.10) Form of letter agreement between
Registrant and State Street Bank and
Trust Company, adding Fixed Income
Portfolio series to Transfer Agency and
Service Agreement (n).
(9.11) Shareholder Service Plan between
Registrant and Nicholas-Applegate
Securities (a).
(9.12) License Agreement dated as of December
17, 1992, between Registrant and
Nicholas-Applegate Capital Management
(d).
(9.13) Accounting Services Agreement between
Registrant and PFPC Inc. dated as of
April 1, 1993 (d).
(9.14) Letter agreement between Registrant and
PFPC Inc. dated July 19, 1993, adding
certain Institutional (formerly
Qualified) Portfolio series to
Accounting Services Agreement (d).
(9.15) Letter agreement between Registrant and
PFPC Inc. dated August 20, 1993, adding
Emerging Growth Portfolio series to
Accounting Services Agreement (d).
(9.16) Letter agreement between Registrant and
PFPC Inc. dated December 15, 1993,
adding International Growth Portfolio
series to Accounting Services Agreement
(d).
(9.17) Letter agreement between Registrant and
PFPC Inc. dated April 22, 1994, adding
Core Growth Qualified Portfolio series
to Accounting Services Agreement (d).
(9.18) Letter agreement between Registrant and
PFPC Inc., adding Emerging Countries
Growth Portfolio series, Global Growth
Income Portfolio series and Mini-Cap
Growth Portfolio series to Accounting
Services Agreement (o).
<PAGE>
Exhibit No. Title of Exhibit Page
----------- ---------------- ----
(9.19) Form of letter agreement between
Registrant and PFPC Inc., adding Series
B Portfolios to Accounting Services
Agreement (n).
(9.20) Form of letter agreement between
Registrant and PFPC Inc., adding Fixed
Income Portfolio series to Accounting
Services Agreement (n).
(9.21) Letter agreement between Registrant and
Nicholas-Applegate Capital Management
dated September 27, 1993 regarding expense
reimbursements (c).
(9.22) Letter agreement between Registrant and
Nicholas-Applegate Capital Management
dated December 15, 1993, adding
International Growth Portfolio series to
agreement regarding expense
reimbursements (d).
(9.23) Letter agreement between Registrant and
Nicholas-Applegate Capital Management
dated April 22, 1994, adding Qualified
Portfolio series to agreement regarding
expense reimbursements (j).
(9.24) Letter agreement between Registrant and
Nicholas-Applegate Capital Management,
adding Emerging Growth Institutional
Portfolio series, Global Growth Income
Portfolio series and Mini-Cap Growth
Portfolio series to agreement regarding
expense reimbursements (o).
(9.25) Letter agreement between Registrant and
Nicholas-Applegate Capital Management,
adding Series B Portfolios to agreement
regarding expense reimbursement (o).
(9.26) Letter agreement between Registrant and
Nicholas-Applegate Capital Management,
adding Qualified and Fixed Income
Portfolio series to agreement regarding
expense reimbursement (o).
(9.27) Letter agreement between Registrant and
Nicholas-Applegate Capital Management
revising expense reimbursement agreement
with respect to Government Income
Portfolios (o).
(10) Opinion of Counsel (a).
(11) Not applicable.
(12) Not applicable.
<PAGE>
Exhibit No. Title of Exhibit Page
----------- ---------------- ----
(13) Investment Letter of initial investor in
Registrant dated April 1, 1993 (d).
(14.1) IRA Plan Materials (d).
(14.2) 401(k) Profit-Sharing Plan Materials
(d).
(15) Amended Distribution Plan of Registrant (o).
(16) Schedule of Computation of Performance Quotations
(c).
(17.1) Limited Powers of Attorney of Trustees
(d).
(17.2) Limited Power of Attorney of Walter E.
Auch (k).
(17.3) Limited Power of Attorney of John D. Wylie.
__________________________
(a) Filed as an Exhibit to Amendment No. 1 to Registrant's Form N-1A
Registration Statement on March 15, 1993 and incorporated herein
by reference.
(b) Filed as an Exhibit to Registrant's Form N-1A Registration Statement on
December 21, 1992 and incorporated herein by reference.
(c) Filed as an Exhibit to Amendment No. 6 to Registrant's Form N-1A
Registration Statement on November 1, 1993 and incorporated herein by
reference.
(d) Filed as an Exhibit to Amendment No. 12 to Registrant's Form N-1A
Registration Statement on August 1, 1994 and incorporated herein by
reference.
(e) Filed as an Exhibit to Amendment No. 7 to Registrant's Form N-1A
Registration Statement on December 20, 1993 and incorporated herein by
reference.
(f) Filed as an Exhibit to Amendment No. 8 to Registrant's Form N-1A
Registration Statement on February 22, 1994 and incorporated herein by
reference.
(g) Filed as an Exhibit to Amendment No. 9 to Registrant's form N-1A
Registration Statement on February 22, 1994 and incorporated herein by
reference.
<PAGE>
Exhibit No. Title of Exhibit Page
----------- ---------------- ----
(h) Filed as an Exhibit to Amendment No. 15 to Registrant's Form N-1A
Registration Statement on September 26, 1994 and incorporated herein by
reference.
(i) Filed as an Exhibit to Amendment No. 2 to Registrant's Form N-1A
Registration Statement on April 5, 1993 and incorporated herein by
reference.
(j) Filed as an Exhibit to Amendment No. 11 to Registrant's Form N-1A
Registration Statement on July 6, 1994 and incorporated herein by
reference.
(k) Filed as an Exhibit to Amendment No. 14 to Registrant's Form N-1A
Registration Statement on September 26, 1994 and incorporated herein by
reference.
(l) Filed as an Exhibit to Amendment No. 16 to Registrant's Form N-1A
Registration Statement on October 26, 1994 and incorporated herein by
reference.
(m) Filed as an Exhibit to Amendment No. 20 to Registrant's Form N-1A
Registration Statement on December 30, 1994 and incorporated herein by
reference.
(n) Filed as an Exhibit to Amendment No. 22 to Registrant's Form N-1A
Registration Statement on May 22, 1995 and incorporated herein by
reference.
(o) Filed as an Exhibit to Amendment No. 23 to Registrant's Form N-1A
Registration Statement on July 12, 1995 and incorporated herein by
reference.
<PAGE>
EXHIBIT 17.3
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Ashley T. Rabun and E. Blake Moore, Jr., and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement of Nicholas-Applegate Mutual
Funds, a Delaware business trust, on Form N-1A under the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as amended, and any
or all amendments thereto, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
DATED: January 11, 1996
/s/ John D. Wylie
-----------------------------------
John D. Wylie
