NICHOLAS APPLEGATE MUTUAL FUNDS, 485BPOS, 1997-07-29

NICHOLAS APPLEGATE MUTUAL FUNDS
485BPOS, 1997-07-29

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<PAGE>

As filed with the Securities and Exchange Commission
on July 28, 1997

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. 46 [X]

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 48

(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 LLP
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,
1997 on May 30, 1997. 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 . . . . . . . . . . . . . . . . . . Overview; International
Core Growth Institutional
Portfolio; Worldwide
Growth Institutional
Portfolio; International
Small Cap Growth
Institutional Portfolio;
Global Growth & Income
Portfolio; Emerging
Countries Institutional
Portfolio; Large Cap
Growth Institutional
Portfolio; Core Growth
Institutional Portfolio;
Value Institutional
Portfolio; Emerging
Growth Institutional
Portfolio; Mini Cap
Institutional Portfolio;
Income & Growth
Institutional Portfolio;
Balanced Growth
Institutional Portfolio;
Short-intermediate
Institutional Portfolio;
Fully Discretionary
Institutional Portfolio;
Strategic Income
Institutional Portfolio;
High Yield Bond
Institutional Portfolio

Item 3. Condensed Financial Information. . . . . . . International Core Growth
Institutional Portfolio;
Worldwide Growth
Institutional Portfolio;
International Small Cap
Growth Institutional
Portfolio; Global Growth
& Income Portfolio;
Emerging Countries
Institutional Portfolio;
Large Cap Growth
Institutional Portfolio;
Core Growth Institutional
Portfolio; Value
Institutional Portfolio;
Emerging Growth
Institutional Portfolio;
Mini Cap Institutional
Portfolio; Income &
Growth Institutional
Portfolio; Balanced
Growth Institutional
Portfolio;
Short-intermediate
Institutional Portfolio;
Fully Discretionary
Institutional Portfolio;
Strategic Income
Institutional Portfolio;
High Yield Bond
Institutional Portfolio

Item 4. General Description of Registrant. . . . . . Overview; International
Core Growth Institutional
Portfolio; Worldwide
Growth Institutional
Portfolio; International
Small Cap Growth
Institutional Portfolio;
Global Growth & Income
Portfolio; Emerging
Countries Institutional
Portfolio; Large Cap
Growth Institutional
Portfolio; Core Growth
Institutional Portfolio;
Value Institutional
Portfolio; Emerging
Growth Institutional
Portfolio; Mini Cap
Institutional Portfolio;
Income & Growth
Institutional Portfolio;
Balanced Growth
Institutional

<PAGE>

Portfolio;
Short-intermediate
Institutional Portfolio;
Fully Discretionary
Institutional Portfolio;
Strategic Income
Institutional Portfolio;
High Yield Bond
Institutional Portfolio;
Master/feeder Structure;
Risk Factors and Special
Considerations

Item 5. Management of Fund . . . . . . . . . . . . . Master/Feeder Structure;
Portfolio Teams

Item 6. Capital Stock and Other Securities . . . . . Your Account;
Distribution of Shares

Item 7. Purchase of Securities Being Offered . . . . Your Account;
Distribution of Shares

Item 8. Redemption of Repurchase . . . . . . . . . . Your Account

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,
Policies and Risks;
Investment Restrictions

Item 14. Management of the Fund . . . . . . . . . . . Trustees and Officers;
Administrators;
Distributor

Item 15. Control Persons and Principal Holders
of Securities. . . . . . . . . . . . . . . . .Principal Holders of
Securities

Item 16. Investment Advisory and Other Services . . . Administrators;
Investment Adviser;
Distributor; Custodian,
Transfer and Dividend
Disbursing Agent,
Independent Auditors 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-Registered Trademark-
MUTUAL FUNDS

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

PROSPECTUS

This prospectus contains vital information about these Portfolios. For your own
benefit and protection, please read it before you invest, and keep it on hand
for future reference.

Please note that these Portfolios:

- - are not bank deposits
- - are not federally insured
- - are not endorsed by any bank or government agency
- - are not guaranteed to achieve their investment objectives

LIKE ALL MUTUAL FUND SHARES, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

GLOBAL INSTITUTIONAL PORTFOLIOS
INTERNATIONAL CORE GROWTH
WORLDWIDE GROWTH
INTERNATIONAL SMALL CAP GROWTH
GLOBAL GROWTH & INCOME
EMERGING COUNTRIES

July 22, 1997

<PAGE>

[Left side: "Philosophy" section]

TABLE OF CONTENTS

OVERVIEW

GLOBAL PORTFOLIOS
International Core Growth
Worldwide Growth
International Small Cap
Global Growth and Income
Emerging Countries

SIMPLIFIED ACCOUNT INFORMATION
Opening an Account
Buying Shares
Selling or Redeeming Shares
Signature Guarantees
Exchanging Shares

YOUR ACCOUNT
Trasaction Policies
Features and Account Policies

ORGANIZATION AND MANAGEMENT
Master/Feeder Structure
Investment Adviser Compensation
Administrator Compensation
Distributor
Principal Shareholder
Portfolio Trades
Investment Objectives
Diversification
Portfolio Teams

RISK FACTORS AND SPECIAL CONSIDERATIONS

<PAGE>

OVERVIEW
- --------------------------------------------------------------------------------

FUND INFORMATION
Concise Portfolio descriptions begin on the next page. Each description
provides the following information:

INVESTMENT OBJECTIVE The Fund's particular investment goal.

INVESTMENT STRATEGY The strategy the Fund intends to use in pursuing the
investment objective.

- - PRINCIPAL INVESTMENTS The primary types of securities in which the Fund
invests. Secondary investments are described in "Risk Factors and Special
Considerations" at the end of the prospectus.

- - PORTFOLIO MANAGEMENT. The individuals who manage the Fund.

- - RISK FACTORS The major risk factors associated with the Fund. Other risk
factors are also described in "risk Factors and Special Considerations."

- - INVESTOR EXPENSES. The overall costs borne by an investor in the Portfolio,
including sales charges and annual expenses.

- - FINANCIAL HIGHLIGHTS. A table showing the financial performance for the
Portfolio since inception.

GOAL OF THE NICHOLAS-APPLEGATE MUTUAL FUNDS

The Portfolios of Nicholas-Applegate Mutual Funds (the "Trust") are designed to
provide investors with a well-rounded investment program. Each Portfolio
invests in a corresponding fund (the "Fund") of Nicholas-Applegate Investment
Trust (the "Master Trust"). Each respective Fund in turn invests in and holds
investment securities. This structure is called a "master/feeder" structure.

Each Fund employs its own strategy and has its own risk/reward profile. Because
you could lose money by investing in these Portfolios, be sure to read all risk
disclosures carefully before investing.

WHO MAY WANT TO INVEST IN THE GLOBAL PORTFOLIOS
- - those who are investing for retirement or other long-term goals
- - those who are willing to accept higher short-term risks associated with
investing in foreign companies along with higher potential long-term
results
- - those who want professional portfolio management
- - those who are seeking funds for the international growth portion of an
asset allocation portfolio

WHO MAY NOT WANT TO INVEST IN THE GLOBAL PORTFOLIOS
- - those who are investing with a shorter frame
- - those who are uncomfortable with an investment that will go up and down in
value
- - those who are unable to accept the special risks associated with foreign
investing

*******************************************************************************

THE INVESTMENT ADVISER
Nicholas-Applegate Capital Management (the "Investment Adviser") serves as
investment adviser to the Funds. Arthur E. Nicholas and 14 other partners with a
staff of approximately 350 employees currently manage approximately $30 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.
<PAGE>

INTERNATIONAL CORE GROWTH INSTITUTIONAL

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

[bullet point icon]
INVESTMENT OBJECTIVE: Maximum long-term capital appreciation.

[bullet point icon]
INVESTMENT STRATEGY: The Fund's Investment Adviser focuses on a "bottom-up"
analysis that evaluates the financial conditions and competitiveness of
individual companies worldwide. It uses a blend of both traditional fundamental
research, calling on the expertise of many external analysts in different
countries throughout the world, and systematic disciplines to uncover signs of
"change at the margin" - positive business developments which are not yet fully
reflected in a company's stock price. It gathers financial data on 20,000
companies in 52 countries, and searches for successful, growing companies
managing change advantageously and poised to exceed growth expectations.

[bullet point icon]
PRINCIPAL INVESTMENTS: The Fund invests in the larger capitalized companies in
each country. Generally, this means issuers in each country whose market
capitalizations are in the top 75% of publicly traded companies as measured by
capitalization in that country. Under normal conditions, the Fund invests at
least 65% of its total assets in securities of issuers located in at least three
countries outside the U.S. The Fund may invest up to 35% of its total assets in
U.S. issuers.

Under normal conditions, the Fund invests at least 75% of its total assets in
common and preferred stocks, warrants and convertible securities. It invests
the remainder primarily in investment grade debt securities of foreign companies
and foreign governments, and their agencies and instrumentalities. The Fund may
also use options and futures contracts as hedging techniques.

[bullet point icon]
PORTFOLIO MANAGEMENT: The Investment Adviser emphasizes a team approach to
portfolio management to maximize its overall effectiveness. For a complete
listing of the portfolio team, see "Portfolio Teams" on page 21.

[bullet point icon]
RISK FACTORS. The value of the Fund's investments varies from day to day in
response to the activities of individual companies and general market and
economic conditions. As with any international fund, performance also depends
upon changing values in foreign currencies, different political and regulatory
environments, and other overall economic factors in the countries where the
Fund invests. For further explanation, see "Risk Factors and Special
Considerations" starting on page 22.

[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below are the expenses for the Portfolio
and its corresponding Fund for the past year. Actual expenses may be more or
less than those shown.

- ------------------------------------------------------------------------------
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 None
or redemption proceeds, whichever is lower)
- ------------------------------------------------------------------------------
Redemption fee None
- ------------------------------------------------------------------------------
Exchange fee None
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- ------------------------------------------------------------------------------
Management fees 1.00%
- ------------------------------------------------------------------------------
12b-1 expenses None
- ------------------------------------------------------------------------------
Other expenses (after expense deferral)(1) 0.40%
- ------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 1.40%
- ------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 3.14% and other
expenses would have been 2.14% absent the deferral. See "Investment
Adviser Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- --------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------
$14 $44 $77 $168
- --------------------------------------

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

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

The figures below have been audited by Ernst & Young L.L.P. with respect to the
fiscal year ended March 31, 1997. Ernst & Young L.L.P. are independent auditors
whose reports were unqualified. This information should be read in conjunction
with the financial statements and the notes thereto which appear in the Trust's
1997 Annual Report.

-----------
12/27/96
TO
3/31/97
-----------
- ------------------------------------------------------------------------------
PER SHARE DATA:
- ------------------------------------------------------------------------------
Net asset value, beginning of $12.50
period / Income from
investment operations:
Net investment income ----
(deficit)
Net realized and unrealized 1.63
gains (losses) on securities
and foreign currency
- ------------------------------------------------------------------------------
Total from investment 1.63
operations
Less distributions:
Dividends from net ----
investment income
Distributions from capital ----
gains
- ------------------------------------------------------------------------------
Net asset value, end of period $14.13
- ------------------------------------------------------------------------------
TOTAL RETURN: 13.04%
- ------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net Assets ($000), end of $4.593
period
- ------------------------------------------------------------------------------
Ratio of expenses to average 1.40%+
net assets, after expense
reimbursement++
- ------------------------------------------------------------------------------
Ratio of expenses to average 3.14%*
net assets, before expense
reimbursement+
- ------------------------------------------------------------------------------
Ratio of net investment 0.43%*
income (deficit) to average
net assets, after expense
reimbursement+
- ------------------------------------------------------------------------------
Ratio of net investment (0.41%)*
income (deficit) to average
net assets, before expense
reimbursement+
- ------------------------------------------------------------------------------
Portfolio turnover** 75.53%
- ------------------------------------------------------------------------------
Average commission rate $0.0106
paid**
- ------------------------------------------------------------------------------

* Annualized
** For the corresponding Fund of the Master Trust
+ Includes expenses allocated from Master Trust Fund

<PAGE>

WORLDWIDE GROWTH INSTITUTIONAL
- --------------------------------------------------------------------------------

[bullet point icon]
INVESTMENT OBJECTIVE: Maximum long-term capital appreciation.

[bullet point icon]
INVESTMENT STRATEGY: The Fund's Investment Adviser focuses on a "bottom-up"
analysis that evaluates the financial conditions and competitiveness of
individual companies worldwide. It uses a blend of both traditional fundamental
research, calling on the expertise of many external analysts in different
countries throughout the world, and systematic disciplines to uncover signs of
"change at the margin" - positive business developments which are not yet fully
reflected in a company's stock price. It gathers financial data on 20,000
countries in 52 countries, and searches for successful, growing companies
managing change advantageously and poised to exceed growth expectations.

million. It may also seek out opportunities in emerging countries.

Under normal conditions the Fund invests at least 75% of its total assets in
common and preferred stocks, warrants and convertible securities. It invests
the remainder in investment grade debt securities of foreign companies and
foreign governments and their agencies and instrumentalities. The Fund may also
use options and futures contracts as hedging techniques.

[bullet point icon]
PORTFOLIO MANAGEMENT: The Investment Adviser emphasizes a team approach to
portfolio management to maximize its overall effectiveness. For a complete
list of the portfolio team, see "Portfolio Teams" on page 21.

[bullet point icon]
RISK FACTORS: The value of the Fund's investments varies from day to day in
response to the activities of individual companies, and general market and
economic conditions. The securities of small, less well-known companies may be
more volatile than those of larger companies. As with any international fund,
performance also depends upon changing currency values, different political and
regulatory environments, and other overall economic factors in the countries
where the Fund invests. The risks are magnified in countries with emerging
markets, since these countries may have unstable governments and less
established markets. For a further explanation, see "Risk Factors and Special
Considerations" starting on page ____.

[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below are expenses of the Portfolio for its past year.
Actual expenses may be more or less than those shown.

- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES:
- --------------------------------------------------------------------------------
Maximum sales charge on purchases (as a percentage of offering None
price)
- --------------------------------------------------------------------------------
Sales charge on reinvested dividends None
- --------------------------------------------------------------------------------
Deferred sales charge (as a percentage of original purchase price None
or redemption proceeds, whichever is lower)
- --------------------------------------------------------------------------------
Redemption fee None
- --------------------------------------------------------------------------------
Exchange fee None
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- --------------------------------------------------------------------------------
Management fees 1.00%
- --------------------------------------------------------------------------------
12b-1 expenses None
- --------------------------------------------------------------------------------
Other expenses 0.35%
- --------------------------------------------------------------------------------
Total operating expenses (after expense deferral)1 1.35%
- --------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 3.05% % and other
expenses would have been 2.05% absent the deferral. See "Investment
Adviser Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- --------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------
$14 $43 $74 $162
- --------------------------------------

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

<PAGE>

[bullet point icon]
FINANCIAL HIGHLIGHTS: The figures below have been audited by Ernst & Young
L.L.P. with respect to the fiscal years ended March 31, 1997. Please read in
conjunction with the Trust's 1997 Annual Report.

------------------------------------------------------
10/1/93 TO 4/1/94 TO 4/1/95 TO 4/1/96 TO
3/31/94 3/31/95 3/31/96 3/31/97
- --------------------------------------------------------------------------------
PER SHARE DATA:
- --------------------------------------------------------------------------------
Net asset value, $12.50 $13.15 $13.06 $15.42
beginning of period
Income from
investment
operations:
Net investment income -- (0.01) 0.06 (0.12)
(deficit)
Net realized and
unrealized gains
(losses) on 2.08
securities and 0.65 (0.04) 2.58
foreign currency
- --------------------------------------------------------------------------------
Total from investment
operations
Less distributions: 0.65 (0.05) 2.64 1.96
Dividends from net ---
investment income -- (0.04) (0.28)
Distributions from (3.17)
capital gains -- -- --
- --------------------------------------------------------------------------------
Net asset value, end
of period $13.15 $13.06 $15.42 $14.21
- --------------------------------------------------------------------------------
TOTAL RETURN 5.20% (0.34%) 20.37% 13.18%
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL
DATA:
Net Assets ($000),
end of period $2,982 $4,087 $3,613 $2,656
- --------------------------------------------------------------------------------
Ratio of expenses to
average net assets,
after expense
reimbursement+ 1.34%* 1.35% 1.35% 1.35%
- --------------------------------------------------------------------------------
Ratio of expenses to
average net assets,
before expense
reimbursement+ 3.58%* 2.50% 2.60% 3.05%
- --------------------------------------------------------------------------------
Ratio of net
investment income
(deficit) to average
net assets, after
expense 0.05%* 0.05% 0.20% (0.43%)
reimbursement+
- --------------------------------------------------------------------------------
Ratio of net
investment income
(deficit) to average
net assets, before
expense (2.19%)* (1.10%) (0.99%) (2.06%)
reimbursement+
- --------------------------------------------------------------------------------
Portfolio turnover** 95.09% 98.54% 132.20% 181.81%
- --------------------------------------------------------------------------------
Average commission
rate paid** N/A N/A $0.0187 $0.0078
- --------------------------------------------------------------------------------

* Annualized
** For the corresponding Fund of the Master Trust
+ Includes expenses allocated form Master Trust Fund

<PAGE>

INTERNATIONAL SMALL CAP GROWTH INSTITUTIONAL
- --------------------------------------------------------------------------------
(FORMERLY INTERNATIONAL GROWTH INSTITUTIONAL PORTFOLIO)

[bullet point icon]
INVESTMENT OBJECTIVE: Maximum long-term capital appreciation.

[bullet point icon]
INVESTMENT STRATEGY: The Fund's Investment Adviser focuses on a "bottom-up"
analysis that evaluates the financial condition and competitiveness of
individual companies worldwide. It uses a blend of both traditional fundamental
research, calling on the expertise of many external analysts in different
countries, and systematic disciplines to uncover signs of "change at the margin"
- - positive business developments which are not yet fully reflected in a
company's stock price. It gathers financial data on 20,000 companies in 52
countries, and searches for successful, growing companies managing change
advantageously and poised to exceed growth expectations.

The Fund emphasizes companies in the bottom 75% of publicly traded companies as
measured by market capitalizations in each country' ("small cap securities") .
The Fund may have less U.S. exposure (up to 35% of its assets in U.S. issuers)
than the Worldwide Growth Fund.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund invests 65% of its
total assets in small cap securities of issuers located in at least three
different countries outside the U.S. Under normal conditions, the Fund invests
at least 75% of its total assets in common and preferred stocks, warrants and
convertible securities. It invests the remainder primarily in investment grade
debt securities of foreign companies and foreign governments and their agencies
and instrument lities. The Fund may also use options and futures contracts as
hedging techniques.

[bullet point icon]
RISK FACTORS: The value of the Fund's investments varies from day to day in
response to the activities of individual companies and general market and
economic conditions. As with any international fund, the Fund's performance
also depends upon changing currency values, different political and regulatory
environments, and other overall economic factors in countries where the Fund
invests. In addition to the risks posed by foreign investing, the securities
of smaller, less well-known companies may be more volatile than larger
companies and may trade less frequently. The information regarding these
smaller companies may also be less available, incomplete or inaccurate.
Accordingly, the securities of the companies in which the Fund invests may be
more volatile and speculative than those of larger companies. The risks are
magnified in countries with emerging markets since these countries may have
unstable governments and less established markets. For a further explanation
see "Risk Factors and Special Considerations" starting on page 22.

[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below are the expenses of the Portfolio and its
corresponding Fund for the past year. Actual expenses may be more or less than
those shown.

- --------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- --------------------------------------------------------------------------------
Management fees 1.00%
- --------------------------------------------------------------------------------
12b-1 expenses None
- --------------------------------------------------------------------------------
Other expenses (after expense deferral)(1) 0.40%
- --------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 1.40%
- --------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 1.68% absent and
other expenses would have been .68% the deferral. See "Investment
Adviser Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- --------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------
$14 $44 $77 $168
- --------------------------------------

[bullet point icon]
FINANCIAL HIGHLIGHTS: The figures below have been audited by Ernst & Young
L.L.P. with respect to the fiscal years ended March 31, 1997 Please read in
conjunction with the Trust's 1997 Annual Report

------------------------------------------------
1/3/94 TO 4/1/94 TO 4/1/95 TO 4/1/96 TO
3/31/94 3/31/95 3/31/96 3/31/97
- --------------------------------------------------------------------------------
PER SHARE DATA:
- --------------------------------------------------------------------------------
Net asset value, beginning $12 $13.47 $13.09 $15.05
of period / Income from
investment operations:
Net investment income
(deficit) 0.01 0.02 0.06 ---
Net realized and unrealized
gains (losses) on securities 0.96 (0.22) 2.02 2.28
and foreign currency
- --------------------------------------------------------------------------------
Total from investment
operations
Less distributions: 0.97 (0.20) 2.08 2.28
Dividends from net
investment income -- (0.06) (0.12) (0.08)
Distributions from capital
gains -- (0.12) -- (0.23)
- --------------------------------------------------------------------------------
Net asset value, end of $13.47 $13.09 $15.05 $17.02
period
- --------------------------------------------------------------------------------
TOTAL RETURN: 7.60% (1.54%) 15.99% 15.25%
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net Assets ($000), end of $3,668 $16,924 $20,245 $48,505
period
- --------------------------------------------------------------------------------
Ratio of expenses to average
net assets, after expense
reimbursement+ 1.40%* 1.40% 1.40% 1.40%
- --------------------------------------------------------------------------------
Ratio of expenses to average
net assets, before expense
reimbursement++ 2.35%* 1.92% 2.44% 1.68%
- --------------------------------------------------------------------------------
Ratio of net investment
deficit to average net
assets, after expense 0.36%* 0.19% 0.34% (0.38%)
reimbursement+
- --------------------------------------------------------------------------------
Ratio of net investment
deficit to average net (10.63%)
assets, before expense (0.59%)* (0.33%) (0.07%)
reimbursement++
- --------------------------------------------------------------------------------
Portfolio turnover** 23.71% 74.85% 141.02% 206.07%
- --------------------------------------------------------------------------------
Average commission rate N/A $0.128 $0.128 $0.0098
paid**
- --------------------------------------------------------------------------------

* Annualized
** For the corresponding Fund of the Master Trust
+ Includes expenses allocated form Master Trust Fund

<PAGE>

GLOBAL GROWTH & INCOME INSTITUTIONAL
- --------------------------------------------------------------------------------

[bullet point icon]
INVESTMENT OBJECTIVE: MAXIMUM TOTAL RETURN, CONSISTING OF long-term capital
appreciation and current income.

[bullet point icon]
INVESTMENT STRATEGY: The Fund's Investment Adviser actively manages a blended
portfolio of equity and fixed income securities. For the equity portion, the
Investment Adviser focuses on a "bottom-up" analysis that evaluates the
financial condition and competitiveness of individual companies. It uses a
blend of both traditional fundamental research, calling on the expertise of many
external analysts in different countries throughout the world, and systematic
disciplines to uncover signs of "change at the margin" - positive business
developments which are not yet fully reflected in a company's stock price. It
gathers financial data on 20,000 companies in 52 countries, and searches for
successful growing companies managing change advantageously and poised to exceed
growth expectations. The Investment Adviser actively manages the fixed income
portion to take advantage of current interest rates and bond market trends by
varying the structure, duration and allocation of fixed income vehicles from all
sectors of the market.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund invests at least 65% of
its total assets in securities of issuers located in at least three different
countries, one of which may be the U.S. The Fund invests at least 60% of its
total assets in equity securities and warrants. It invests the remainder in
debt securities of foreign corporations and foreign governments and their
agencies and instrumentalities, a portion of which (less than 35%) may be rated
below investment grade by a nationally recognized statistical rating agency, or
of comparable quality if unrated. The Fund may also use options and futures
contracts as hedging techniques.

[bullet point icon]
RISK FACTORS: As with any fund that invests in both stocks and bonds, the value
of your investment will fluctuate in response to movements in the stock and bond
markets. Stock values fluctuate in response to the activities of individual
companies and general market and economic conditions. The value of the Fund's
debt securities will change as interest rates fluctuate: if rates rise, bond
price fall; if rates fall, bond prices rise. Lower rated securities, while
usually offering higher yields, generally have more risk and volatility than
high rated securities because of reduced creditworthiness and greater chance of
default. Accordingly, the lower rated bonds in which the Fund invests may be
considered speculative and subject to greater volatility and risk of loss than
higher and highest rated bonds. As with any international fund, the Fund's
performance also depends upon changing foreign currency values, different
political and regulatory environments, and other overall economic factors in the
countries where the Fund invests. To the extent the Fund invests in emerging
countries, the risks are magnified since these countries may have unstable
governments and less established markets. For a further explanation, see "Risk
Factors and Special Considerations" starting on page ___.

[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below are estimated expenses for the Portfolio and its
corresponding Fund for the current fiscal year.

Actual expenses may be more or less than those shown.

<PAGE>

- --------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- --------------------------------------------------------------------------------
Management fees .85
- --------------------------------------------------------------------------------
12b-1 expenses None
- --------------------------------------------------------------------------------
Other expenses (after expense deferral)(1) .50
- --------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 1.35
- --------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses and other expenses are expected to be
2.00% and 1.15% respectively absent the waiver and deferral. See
"Investment Adviser Compensation".

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- ---------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------
$14 $43 $74 $162
- ---------------------------------------

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

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

[bullet point icon]
FINANCIAL HIGHLIGHTS: The figures below have been audited by Ernst & Young
L.L.P. with respect to the fiscal years ended March 31, 1996 and 1997, and by
another independent accounting firm with respect to the commencement of
operations through March 31, 1995. Both firms are independent auditors whose
reports were unqualified. This information should be read in conjunction with
the financial statements and the notes thereto which appear in the Trust's
1997 Annual Report.

(This table below was deleted in the final document)

-------
4/1/96
TO
3/31/97
- --------------------------------------------------------------------------------
PER SHARE DATA:
- --------------------------------------------------------------------------------
Net asset value, beginning of period / Income from
investment operations:
Net investment income (deficit)
Net realized and unrealized gains (losses) on securities
and foreign currency
- --------------------------------------------------------------------------------
Total from investment operations
Less distributions:
Dividends from net investment income

<PAGE>

- --------------------------------------------------------------------------------
Distributions from capital gains
- --------------------------------------------------------------------------------
Net asset value, end of period
- --------------------------------------------------------------------------------
TOTAL RETURN+:
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA: Net Assets ($000), end of
period
- --------------------------------------------------------------------------------
Ratio of expenses to average net assets, after expense
reimbursement++
- --------------------------------------------------------------------------------
Ratio of expenses to average net assets, before expense
reimbursement++
- --------------------------------------------------------------------------------
Ratio of net investment deficit to average net assets,
after expense reimbursement++
- --------------------------------------------------------------------------------
Ratio of net investment deficit to average net assets,
before expense reimbursement++
- --------------------------------------------------------------------------------
Portfolio Turnover**
- --------------------------------------------------------------------------------
Average commission rate paid**
- --------------------------------------------------------------------------------

* Annualized
** For the corresponding Fund of the Master Trust
+ Computations do not reflect the Portfolio's sales charges
++ Includes expenses allocated form Master Trust Fund

<PAGE>

EMERGING COUNTRIES INSTITUTIONAL
- --------------------------------------------------------------------------------

[bullet point icon]
INVESTMENT OBJECTIVE: Maximum long-term capital appreciation.

[bullet point icon]
INVESTMENT STRATEGY: The Fund invests primarily in equity securities of issuers
located in countries with emerging securities markets -- that is, countries with
securities markets which are, in the opinion of the Investment Adviser, emerging
as investment markets but have yet to reach a level of maturity associated with
developed foreign stock markets, especially in terms of participation by foreign
investors. The Investment Adviser seeks issuers in the early stages of
development, growth companies, cyclical companies, or companies believed to be
undergoing a basic change in operations. The Investment Adviser currently
selects portfolio securities from an investment universe of approximately 6,000
foreign issuers in over 20 emerging markets.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund invests at least 65% of
its total assets in securities of issuers located in at least three different
countries. These countries include but are not limited to: Argentina, Brazil,
Chile, China, Columbia, the Czech Republic, Greece, Hungary, India, Indonesia,
Israel, Jordan, Malaysia, South Africa, South Korea, Taiwan, Thailand, Italy,
and Venezuela.

Under normal market conditions, the Fund invests at least 75% of its total
assets in corporate stock (common and preferred), warrants and convertible
securities. It invests the remainder primarily in investment grade bonds of
foreign companies and foreign governments and their agencies and
instrumentalities. The Fund may also use options and futures contracts as
hedging techniques.

[bullet point icon]
RISK FACTORS: The value of the Fund's investments varies from day to day in
response to the activities of individual companies and general market and
economic conditions. As with any fund investing in foreign securities, the
Fund's performance also depends upon changing currency values, different
political and regulatory environments, and other overall economic factors in the
countries where the Fund invests. Emerging countries markets may present greater
opportunity for gain, but also involve greater risk than more developed markets.
These countries tend to have less stable governments and less established
markets. The markets tend to be less liquid and more volatile, and offer less
regulatory protection for investors. The economies of emerging countries may be
predominantly based on only a few industries or dependent on revenue from
particular commodities, international aid or other assistance. For a further
explanation, see "Risk Factors and Special Considerations" starting on page 22.

- -------------------------------------------------------------------------------
[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below show expenses for the Portfolio and its
corresponding Fund for the past year.

Actual expenses may be more or less than those shown.

<PAGE>

- --------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- --------------------------------------------------------------------------------
Management fees 1.25%
- --------------------------------------------------------------------------------
12b-1 expenses None
- --------------------------------------------------------------------------------
Other expenses 0.40%
- --------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 1.65%
- --------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 1.87% and other
expenses would have been .62% absent the deferral. See "Investment Adviser
Compensation".

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- ---------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------
$17 $52 $90 $195
- ---------------------------------------

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

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

----------------------------------------
11/28/94 TO 4/1/95 TO 4/1/96 TO
3/31/95 3/31/96 3/31/97
- --------------------------------------------------------------------------------
PER SHARE DATA:
- --------------------------------------------------------------------------------
Net asset value, beginning of $12.50 $10.91 $14.02
period / Income from investment
operations:
Net investment income (deficit) 0.08 -- (0.06)
Net realized and unrealized gains
(losses) on securities and
foreign currency (1.66) 3.16 3.62
- --------------------------------------------------------------------------------
Total from investment (1.58) 3.16 3.56
operations
Less distributions:
Dividends from net investment
income (0.01) (0.05) --
Distributions from capital gains -- -- (0.13)
- --------------------------------------------------------------------------------
Net asset value, end of period $10.91 $14.02 $17.45
- --------------------------------------------------------------------------------
TOTAL RETURN: (12.64%) 29.06% 25.48%
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA: Net
Assets ($000), end of period $2,021 $6,878 $56,918
- --------------------------------------------------------------------------------
Ratio of expenses to average net
assets, after expense
reimbursement+ 1.65%* 1.65% 1.65%
- --------------------------------------------------------------------------------
Ratio of expenses to average net
assets, before expense
reimbursement+ 2.14%* 3.59% 1.87%
- --------------------------------------------------------------------------------
Ratio of net investment income
(deficit) to average net assets,
after expense reimbursement+ 1.73%* 0.29% (0.52%)
- --------------------------------------------------------------------------------
Ratio of net investment income
(deficit) to average net assets,
before expense reimbursement+ 1.24%* (1.41%) (0.76%)
- --------------------------------------------------------------------------------
Portfolio turnover** 60.79% 118.21% 176.20%
- --------------------------------------------------------------------------------
Average commission rate paid** N/A $0.0022 $0.0021
- --------------------------------------------------------------------------------

* Annualized
** For the corresponding Fund of the Master Trust
+ Includes expenses allocated form Master Trust Fund

<PAGE>

(NOTE: In final document, "Simplified Account Information" section comes
before "Your Account".

YOUR ACCOUNT
TRANSACTION POLICIES

PURCHASE OF SHARES. Shares are offered at net asset value without a sales
charge to qualified retirement plans, financial and other institutions and
"wrap accounts." The minimum initial investment is $250,000, and the minimum
subsequent investment to $10,000. The Distributor may waive these minimums from
time to time.

VALUATION OF SHARES The net asset value per share (NAV) for the Portfolio is
determined each business day at the close of regular trading on the New York
Stock Exchange (usually 4 p.m. Eastern Time) by dividing a Portfolio's net
assets by the number of its shares outstanding.

BUY AND SELL PRICES When you buy shares, you pay the NAV, as described earlier.
When you sell shares, you receive the NAV. Your financial institution may
charge you a fee to execute orders on your behalf.

EXECUTION OF REQUESTS Each Portfolio is open on those days when the New York
Stock Exchange is open, usually Monday - Friday. Buy and sell requests are
executed at the NAV next calculated after your request is received in good order
by the Transfer Agent.

At times of peak activity, it may be difficult to place requests by phone.
During these times, consider sending your request in writing or by facsimile.
Each Portfolio reserves the right to reject any purchase or to suspend or modify
the continuous offering of its shares. Your financial representative is
responsible for forwarding payment promptly to the Transfer Agent. The Trust
reserves the right to cancel any buy request if payment is not received within
three days.

In unusual circumstances, any Portfolio may temporarily suspend the processing
of sell requests, or may postpone payment of proceeds for up to three business
days or longer, as allowed by federal securities laws.

TELEPHONE TRANSACTIONS For your protection, telephone requests may be recorded
in order to verify their accuracy. In addition the Trust will take measures
to verify the identity of the caller, such as asking for name, account number,
Social Security or taxpayer ID number and other relevant information. If these
measures are not taken, your Portfolio may be responsible for any losses that
may occur in your account due to an unauthorized telephone call.

CERTIFICATED SHARES Most shares are electronically recorded. If you wish to
have certificates for your shares, please write to the Transfer Agent.
Certificated shares can only be sold by returning the certificates to the
Transfer Agent, along with a letter of instruction or a stock power and a
signature guarantee.

SALES IN ADVANCE OF PURCHASE PAYMENTS When you place a request to sell shares
for which the purchase money has not yet been collected, the request will be
executed in a timely fashion, but the Portfolio will not release the proceeds to
you until your purchase payment clears. This may take up to fifteen calendar
days after the purchase.

SHAREHOLDER INQUIRIES Shareholder inquiries should be addressed to the Trust,
c/o the Trust's transfer agent,

State Street Bank and Trust Company,
Attention: Nicholas-Applegate Mutual Funds,
P.O. Box 8326,
Boston, MA 02266-8326.

Telephone inquiries can be made by calling 1-800-551-8043 or, from outside the
U.S. 1-617-774-5000 (collect).

The services referred to may be terminated or modified at any time upon 60
days' written notice to shareholders. Shareholders seeking to add to, change or
cancel their selection of available services should contact the Transfer Agent
at the address and telephone number provided above.

FEATURES AND ACCOUNT POLICIES

RETIREMENT PLANS You may invest in each Portfolio through various retirement
plans, including IRAs, Simplified Employee Plan (SEP) IRAs, 403(b) plans, 457
plans, and all qualified retirement plans. For further information about any
of the plans, agreements, applications and annual fees, contact the
Distributor, your financial representative or plan sponsor. To determine
which retirement plan is appropriate for you, consult your tax adviser.

ACCOUNT STATEMENTS In general, you will receive account statements as follows:
- - After every transaction that affects your account balance.
- - After any changes of name or address of the registered owner(s).
- - In all other circumstances, every quarter.

Every year you will also receive, if applicable, a Form 1099 tax information
statement, mailed by January 31.
<PAGE>

DIVIDENDS The Portfolios generally distribute most or all of their net
earnings in the form of dividends. Each Portfolio pays dividends and capital
gains annually, except for the Global Growth & Income Fund which pays
dividends quarterly and capital gains annually.

DIVIDEND REINVESTMENTS If you choose this option, or if you do not indicate
any choice, your dividends will be reinvested on the ex-dividend date.
Alternatively, you can choose to have a check for your dividends mailed to
you.

TAXABILITY OF DIVIDENDS As long as a Portfolio meets the requirements for
being a tax-qualified regulated investment company, which each Portfolio has
in the past and intends to in the future, it pays no federal income tax on
the earnings it distributes to shareholders.

Consequently, dividends you receive from a Portfolio whether reinvested or
taken as cash, are generally considered taxable. Dividends from a Portfolio's
long-term capital gains are taxable as capital gains; dividends from other
sources are generally taxable as ordinary income.

Some dividends paid in January may be taxable as if they had been paid the
previous December. Corporations may be entitled to take a dividends-received
deduction for a portion of certain dividends they receive.

The Form 1099 that is mailed to you details your dividends and their federal
tax category, although you should verify your tax liability with your tax
professional.

TAXABILITY OF TRANSACTIONS Any time you sell or exchange shares, it is
considered a taxable event for you. Depending on the purchase price and the
sale price of the shares you sell or exchange, you may have a gain or a loss
on the transaction. You are responsible for any tax liabilities generated by
your transactions.

SMALL ACCOUNTS (NON-RETIREMENT ONLY) If you draw down a non-retirement
account so that its total value is less than $10,000, you may be asked to
purchase more shares within 60 days. If you do not take action, the
Portfolio may close out your account and mail you the proceeds. Your account
will not be closed if its drop in value is due to Fund performance.

AUTOMATIC WITHDRAWALS You may make automatic withdrawals from a Portfolio of
$250 or more on a monthly or quarterly basis if you have an account of
$15,000 or more in the Portfolio. Withdrawal proceeds will normally be
received prior to the end of the month or quarter. See the account
application for further information.

AUTOMATIC INVESTMENT PLAN You may make regular monthly or quarterly
investments in each Portfolio through automatic withdrawals of specified
amounts from your bank account once an automatic investment plan is
established. See the account application for further details about this
service or call the Transfer Agent at 1-800-551-8043.

CROSS-REINVESTMENT You may cross-reinvest dividends or dividends and capital
gains distributions paid by one Portfolio into shares of another Portfolio,
subject to conditions outlined in the Statement of Additional Information and
the applicable provisions of the qualified retirement plan.

<PAGE>

SIMPLIFIED ACCOUNT INFORMATION

------------------------------------------------------------
OPENING AN ACCOUNT
- --------------------------------------------------------------------------------
This is the minimum $250,000
initial investment
- --------------------------------------------------------------------------------
Use this type of New Account Form
application (Non-Retirement)
- --------------------------------------------------------------------------------
Before Each Portfolio offers a variety of features, which are
completing the described in the "Your Account" section of this prospectus.
application Please read this section before completing the application.
- --------------------------------------------------------------------------------
Completing the If you need assistance, contact your financial
application representative, or call the Trust.
- --------------------------------------------------------------------------------
If you are Mail application and check, payable to:
sending money by NICHOLAS-APPLEGATE MUTUAL FUNDS,
CHECK PO BOX 8326, BOSTON, MA 02266 8326. The Trust will not
accept third-party checks.
- --------------------------------------------------------------------------------
If you are Please read the bank wire or ACH section under the "Buying
sending money by Shares" section below.
BANK WIRE or ACH You will need to obtain an account number with the Trust by
sending a completed application to:
NICHOLAS-APPLEGATE MUTUAL FUNDS, PO BOX 8326,
BOSTON, MA 02266 8326.
To receive your account number, call either your financial
representative or the Trust at (800)551-8043.
- --------------------------------------------------------------------------------

------------------------------------------------------------
BUYING SHARES
- --------------------------------------------------------------------------------
This is the minimum $10,000
additional investment

- --------------------------------------------------------------------------------
The price you The Trust is open on days that the New York
will receive Stock Exchange is open.
All transactions received in good order before the market
closes receives that day's price.
- --------------------------------------------------------------------------------
If you are Instruct your bank to wire the amount you wish to invest to:
sending money by STATE STREET BANK & TRUST CO. - ABA #011000028
BANK WIRE DDA #9904-645-0
STATE STREET BOS, ATTN: MUTUAL FUNDS
CREDIT: NICHOLAS-APPLEGATE [PORTFOLIO NAME], [YOUR
NAME],[ACCOUNT NAME OR NUMBER]
- --------------------------------------------------------------------------------
If you are Call your bank to ensure (1) that your bank supports ACH,
sending money by and (2) this feature is active on your bank account. To
ACH establish this option, either complete the appropriate
sections when opening an account, or contact your financial
representative or the Trust at (800) 551-8043 for further
information. To initiate an ACH purchase, call
the Trust at (800)551-8043.
- --------------------------------------------------------------------------------

------------------------------------------------------------
EXCHANGING SHARES
- --------------------------------------------------------------------------------
This is the minimum $250,000
exchange amount to
open a new account
- --------------------------------------------------------------------------------
The price you The Trust is open on days that the New York Stock
will receive Exchange is open.
All transactions received in good order before the market
closes receives that day's price.
- --------------------------------------------------------------------------------
Things you The exchange must be to a qualified Portfolio in the same
should series as an account with the same registration.
know If opening an account as part of an exchange, you must
obtain and read the prospectus.
If you intend to keep money in the Portfolio you are
exchanging from, make sure that you leave an amount equal or
greater that the Portfolio's minimum account size (see the
"Opening an Account" section).
To protect other investors, the Trust may limit the number
of exchanges you can make.
- --------------------------------------------------------------------------------
How to request Either contact your financial representative, or call the
an exchange by Trust at (800) 551-8043.
PHONE The Trust will accept a request by phone if this feature was
previously established on your account.
See the "Your Account" section for further information.
- --------------------------------------------------------------------------------
How to request Please put your exchange request in writing, including: the
an exchange name on the account, the
by MAIL name of the Portfolio and the account number you are
exchanging from, the shares or dollar amount you wish to
exchange, and the portfolio you wish to exchange to. Mail
this request to: PO BOX 8326,
BOSTON, MA 02266 8326.
- --------------------------------------------------------------------------------

<PAGE>

SELLING OR REDEEMING SHARES
- --------------------------------------------------------------------------------
IN WRITING BY PHONE
- --------------------------------------------------------------------------------
Certain requests may require Selling shares by phone is a
a SIGNATURE GUARANTEE. See service option which must be
Things you that section below for established on your account
should know further information. You may prior to making a request.
sell up to the full account See the "Your Account"
value. section, or contact your
financial representative or
the Trust at (800) 551-8043
for further information.
The maximum amount which may
be requested by phone,
regardless of account size,
is $50,000.
Amount greater than that must
be requested in writing. I
you wish to receive your
monies by bank wire, the
minimum request is $5,000.
- --------------------------------------------------------------------------------
If you purchased shares through a financial representative,
a plan administrator/sponsor,
you should call them regarding the most efficient way to
sell shares.
If you bought shares recently by check, they may not be
available to be sold for up to
15 calendar days from the date of purchase.
Sales by a corporation, trust or fiduciary may have special
requirements.
Please call your financial representative or the Trust for
further information.
- --------------------------------------------------------------------------------
The price you The Trust is open on days that the New York Stock Exchange
will receive is open.
All transactions received in good order before the market
closes receive that day's price.
- --------------------------------------------------------------------------------
If you want to Please put your request in Either contact your financial
receive your writing, including: the name representative or call the
monies by BANK of the account owners, Trust at (800) 551-8043.
WIRE account number and Portfolio The proceeds will be sent to
you are redeeming from, the the existing bank wire
share or dollar amount you address listed on the
wish to sell, signed by all account.
account owners. Mail this
request to:
NICHOLAS-APPLEGATE MUTUAL
FUNDS,
PO BOX 8326, BOSTON, MA 02266
8326.
The check will be sent to the
existing bank wire address
listed on the account.
- --------------------------------------------------------------------------------
If you want to Please call the Trust at Either contact your financial
receive your (800) 551-8043. representative or call the
monies by ACH Trust at (800) 551-8043.
The proceeds will be sent to
the existing ACH instructions
on the account and will
generally be received at your
bank two business days after
your request is received.
- --------------------------------------------------------------------------------

------------------------------------------------------------
SIGNATURE GUARANTEES
- --------------------------------------------------------------------------------
A definition A signature guarantee is required of a financial institution
to verify the authenticity of an individual's signature. It
can usually be obtained from a broker, commercial or savings
bank or credit union.
- --------------------------------------------------------------------------------
When do you need A signature guarantee is needed when making a written
one request for the following reasons:
1. When selling more than $50,000 work of shares;
2. When you want a check or bank wire sent to a name or
address that is not currently listed on the account;
3. To sell shares from an account controlled by a
corporation, partnership, trust or fiduciary; or
4. If your address was changed within the last 60 days.
- --------------------------------------------------------------------------------

<PAGE>

ORGANIZATION AND MANAGEMENT

MASTER/FEEDER STRUCTURE
- --------------------------------------------------------------------------------

The Portfolios are series of shares of Nicholas-Applegate Mutual Funds (the
"Trust"). Unlike other mutual funds that acquire their securities directly,
the Portfolios invest their assets in the Funds, which are series of
Nicholas-Applegate Investment Trust (the "Master Trust"). This two-tier
structure is known as a "master/ feeder" structure. One to five Portfolios,
or feeder funds, each designated A, B, C, I or Q invest in each Fund. (For
example a Portfolio seeking capital appreciation by investing in securities
of issuers located in countries with emerging securities markets invests in
the Emerging Countries Fund.) The major variations among the Portfolios
that invest in the same Fund are sales charges, expenses, and investment
minimums. The Board of Trustees believes that the aggregate per share
expenses of each Portfolio are no greater than the expenses that the
Portfolio would incur if it retained the services of an investment adviser
and invested assets directly into the types of securities held by the Fund.
You can obtain more information about the A, B, C and I Portfolios from your
Investment Representative, or from Nicholas-Applegate Securities at telephone
(800) 551-8643.

A Board of Trustees supervises the overall activities of the Master Trust.
The Board selects an investment adviser, an administrator, and a custodian
for the Fund. The Board has the right to terminate these relationships and
retain a different company if it believes it is in the best interests of the
Master Trust.

A separate Board of Trustees supervise the overall activities of the Trust .
It selects the Funds in which to invest, a distributor to market its shares
to investors, a transfer agent, administrators, and others to provide
services. Individual investors purchase shares of the Portfolios through
financial intermediaries or directly from the Trust.

Each Portfolio may withdraw its investment from the corresponding Fund at
any time if the Board determines that it is in the best interests of the
shareholders and only with approval of the Portfolio's shareholders. In that
event, the Board of Trustees would consider alternative arrangements such as
investing a Portfolio's assets in another investment company with the same
investment objectives as the Portfolio or hiring an investment manager to
invest the assets in accordance with the Portfolio's investment policies.

A Portfolio may also be liquidated at any time. The net proceeds of any
liquidation will be distribute to all shareholders in proportion to their
respective holdings.

Whenever a Portfolio is requested to vote, as shareholder, on a matter
pertaining to the corresponding Fund, the Portfolio will hold a meeting of
its shareholders so that shareholders can provide instructions. The
Portfolio will in turn vote in the same proportion as directed by the
shareholders. Approval of changes in a Fund's investment objective,
policies, and limitations by a majority of the Portfolios may require a
non-assenting Portfolio to withdraw its investment in the Fund.
<PAGE>

MASTER FEEDER STRUCTURE

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

SHAREHOLDERS

-----------------------------
|
|
| BUY SHARES IN
|
\/
-----------------------------

PORTFOLIOS
OF
NICHOLAS-APPLEGATE MUTUAL
FUNDS

-----------------------------
|
|
| INVEST IN
|
\/
-----------------------------

MASTER FUNDS
OF
NICHOLAS-APPLEGATE INVESTMENT
TRUST

-----------------------------
|
|
| INVEST IN
|
\/
-----------------------------

STOCKS, BONDS & OTHER
SECURITIES

-----------------------------
<PAGE>

ORGANIZATION AND MANAGEMENT
INVESTMENT ADVISER COMPENSATION. Each Master Fund pays the Investment
Adviser a fee pursuant to an investment advisory agreement. The Emerging
Countries Fund pays a monthly fee at the annual rate of 1.25% of the Fund's
net assets. The Worldwide Growth, International Core Growth and
International Small Cap Growth Funds each pay a monthly fee at the annual
rate of 1.00% on the first $500 million of each Fund's net assets, .90% on
the next 500 million of each Fund's net assets, and .85% on net assets of
each Fund in excess of $1 billion. The Global Growth & Income Fund pays at
the annual rate of .85% of the Fund's net assets.

The Investment Adviser has agreed to waive or defer its management fees
payable by the Funds, and to absorb other operating expenses of the Funds and
the Portfolios, so that the expenses for each Portfolio will not exceed the
following expense ratios on an annual basis through March 31, 1998; Worldwide
Growth and Global Growth and Income Portfolios-- 1.35%; International Core
Growth and International Small Cap Growth Portfolios - 1.40%; Emerging
Countries Portfolio - 1.65%. Each Portfolio will reimburse the Investment
Adviser for fees deferred or other expenses paid pursuant to this Agreement
in later years in which operating expenses for the Portfolio are less than
the percentage limitation set forth above for any such year.

ADMINISTRATOR COMPENSATION. The Funds and the Portfolios pay administrative
fees for administrative personnel and services (including certain legal and
financial reporting services). Each Portfolio pays Nicholas-Applegate
Capital Management an annual fee of .10% of net assets. Each Portfolio pays
Investment Company Administration Corporation (ICAC) an annual fee of $5,000
- - $35,000. In addition, each Fund pays ICAC a fee at an annual rate equal to
0.15% of average net assets of each Fund.

DISTRIBUTOR:
Nicholas-Applegate Securities
600 West Broadway, 30th Floor
San Diego, California 92101
(800) 551-8045

PORTFOLIO TRADES. The Investment Adviser is responsible for the Funds'
portfolio transactions. In placing portfolio trades, the Investment Adviser
may use brokerage firms that sell shares of the Portfolio or that provide
research services to the Master Fund, but only when the Investment Adviser
believes no other firm offers a better combination of quality execution
(i.e., timeliness and completeness) and favorable price. The Investment
Adviser expects high annual portfolio turnover up to 200%. This is generally
higher than other funds and will result in the Funds incurring higher
brokerage costs.

INVESTMENT OBJECTIVE. Each Fund's and each Portfolio's investment objective
is fundamental and may only be changed with shareholder approval.

DIVERSIFICATION. All the Funds are diversified.

<PAGE>

PORTFOLIO TEAMS
- --------------------------------------------------------------------------------

Equity Management - International/Global

NAME

Catherine Somhegyi, Partner
Chief Investment Officer - Global Equity
Management
Joined firm in 1987; prior investment
experience with Professional Asset Securities, Inc.
and Pacific Century Advisers
M.B.A. and B.S. - University of Southern California

Larry Speidell, Partner, CFA
Director of Global/Systematic Portfolio
Management and Research
Joined firm in 1994; 23 years prior investment experience with Batterymarch
Financial Management and Putnam Management Company
M.B.A. - Harvard University; B.E. - Yale University

John J. Kane, Partner
Portfolio Manager - U.S. Systematic
Joined firm in 1994; 25 years prior investment/
economics experience with ARCO
Investment Management Company and General Electric Company
M.A. and B.A. - Columbia University; M.B.A. -
University of California, Los Angeles

Ernesto Ramos, Ph.D.
Portfolio Manager - International
Joined firm in 1994; 14 years prior investment and
quantitative research experience
with Batterymarch Financial Management; Bolt
Beranek & Newman Inc.; and Harvard University
Ph.D. - Harvard University; B.S. -
Massachusetts Institute of Technology

Loretta J. Morris
Portfolio Manager - International;
Joined firm in 1990; 10 years prior
investment experience with Collins Associates
Attended California State University,
Long Beach; CFA Level II candidate

Alex Muromcew
Portfolio Manager - International
Joined firm in 1996; 6 years prior investment
experience with Jardine Fleming
Securities (Japan); Emerging Markets
Investors Corporation; Teton Partners LP
M.B.A. - Stanford University; B.A. -
Dartmouth College

FUND

Worldwide Growth
International Core Growth
International Small Cap
Emerging Countries
Emerging Growth
Global Growth and Income

Worldwide Growth
Global Growth and Income

Worldwide Growth
International Core Growth
International Small Cap
Emerging Countries

Worldwide Growth
International Core Growth
International Small Cap

Worldwide Growth
International Core Growth
International Small Cap
<PAGE>

Pedro V. Marcal
Portfolio Manager - Emerging Countries
Joined firm in 1994; 5 years prior investment
experience with A. B. Laffer, V. A. Canto
& Associates; and A-Mark Precious Metals
B.A. - University of California, San Diego

Aaron Harris
Portfolio Manager - Emerging Countries
Joined the firm in 1995; 1 year prior
investment experience
at Chemical Bank
B.A. - Princeton University

Eswar Menon
Portfolio Manager - Emerging Countries
Joined firm in 1995; 5 years prior investment experience
with Koeneman Capital Management and
Integrated Device Technology
M.B.A., summa cum laude - University of
Chicago; M.S. - University of California,
Santa Barbara; B.S. - Indian Institute of
Technology, Madras.

Worldwide Growth
Emerging Countries

<PAGE>

RISK FACTORS AND SPECIAL CONSIDERATIONS
- -------------------------------------------------------------------------------

MUTUAL FUND CONSIDERATIONS IN GENERAL

Prospective investors should know that any mutual fund investment is subject
to normal market fluctuations and other risks inherent in investing in
securities. There can be no assurance that your investment will increase in
value. The value of your investment will go up and down depending upon
market forces and you may not recoup your original investment. You should
consider an investment in any of the Portfolios as a long-term investment.

GLOBAL INVESTING CONSIDERATIONS

CURRENCY FLUCTUATIONS
Because the assets of each Fund may be invested in instruments issued by
foreign companies, the principal, income and sales proceeds may be paid to
the Funds in local foreign currencies. A reduction in the value of local
currencies relative to the U.S. dollar could mean a corresponding reduction
in the value of the Funds. The value of a foreign security generally tends
to decrease when the value of the U.S. dollar rises against the foreign
currency in which the security is denominated and tends to increase when the
value of the dollar falls against such currency. The Funds may incur costs in
connection with conversions between currencies.

SOCIAL, POLITICAL AND ECONOMIC FACTORS
The economies of many of the countries where the Funds may invest may be
subject to a substantially greater degree of social, political and economic
instability than the United States. Such instability may result from, among
other things, the following authoritarian governments; popular unrest
associated with demands for improved political, economic and social
conditions; internal insurgencies and terrorist activities; hostile
relations with neighboring countries; and drug trafficking. This instability
might impair the financial conditions of issuers or disrupt the financial
markets in which the Funds invest.

The economies of foreign countries may differ favorably or unfavorably and
significantly from the economy of the United States in such respects as the
rate of growth of gross domestic product, rate of inflation, currency
depreciation, savings rates, fiscal balances, and balance of payments
positions. Governments of many foreign countries continue to exercise
substantial control over private enterprise and own or control many
companies. Government actions could have a significant impact on economic
conditions in certain countries which could affect the value of the
securities of the Funds. For example, a foreign country could nationalize an
entire industry. In such a case, the Funds may not be fairly compensated for
their losses and might lose their entire investment in the country involved.

The economies of certain foreign countries are heavily dependent upon
international trade and accordingly are affected by protective trade barriers
and the economic conditions of their trading partners. The enactment by the
United States or other principal trading partners of protectionist
legislation could have a significant adverse effect on the securities markets
of these countries. Some foreign countries (mostly in Africa and Latin
America) are large debtors of commercial banks, foreign governments, and
supranational organizations. These obligations, as well as future
restructurings of debt, may affect the economic performance and political and
social stability of these countries.

INFLATION
Certain foreign countries, especially many emerging countries, have
experienced substantial, and in some periods extremely high and volatile,
rates of inflation. Rapid fluctuations in inflation rates and wage and price
controls may continue to have unpredictable effects on the economies,
companies and securities markets of these countries.

MARKET CHARACTERISTICS

DIFFERENCES IN SECURITIES MARKETS. The securities markets in foreign
countries have substantially less trading volume than the markets in the
United States and debt and equity securities of many companies listed on such
markets may be less liquid and more volatile than comparable securities in
the United States. Some of the stock exchanges in foreign countries, to the
extent that established markets exist, are in the earlier stages of their
development. The limited liquidity of certain securities markets may affect
the ability of a Fund to buy and sell securities at the desired price and
time. In addition, the securities markets of some foreign countries are
susceptible to being influenced by large investors trading significant blocks
of stocks.

<PAGE>

certain restrictions may apply. Although brokerage commissions are generally
higher than those in the U.S., the Investment Adviser will seek to achieve
the most favorable net results. In addition, securities settlements and
clearance procedures may be less developed and less reliable than those in
the United States. Delays in settlement could result in temporary periods in
which the assets of the Funds are not fully invested, or it could result in
the Fund being unable to sell a security in a falling market.

GOVERNMENT SUPERVISION OF SECURITIES MARKETS. Disclosure and regulatory
standards in many foreign countries are in many respects less stringent than
those in the United States. There may be less government supervision and
regulation of securities exchanges, listed companies, investors, and brokers
in foreign countries than in the United States, and enforcement of existing
regulations may be extremely limited.

FINANCIAL INFORMATION AND REPORTING STANDARDS. Issuers in foreign countries
are generally subject to accounting, auditing, and financial standards and
requirements that differ, in some cases materially, from those in the United
States. In particular, the assets and profits appearing in financial
statements may not reflect their financial position or results in the way
they would be reflected had the statements been prepared in accordance with
U.S. generally accepted accounting principles. Consequently, financial data
may not reflect the true condition of those issuers and securities markets.

THE FUNDS' INVESTMENTS

EQUITY SECURITIES.
Each of the Funds may buy equity securities, including common stocks,
convertible securities, and warrants. Equity securities represent an
ownership in a company. The Funds may invest in growth companies, cyclical
companies, companies with smaller market capitalizations, or companies
believed to be undergoing a basic change in operations or markets. Although
equity securities have a history of long-term growth in value, their prices
rise and fall as a result of changes in the company's financial condition as
well as movements in the overall securities markets.

SMALLER ISSUERS.
Each Fund may invest in small to medium sized companies. Smaller and medium
sized issuers may be less seasoned, have more limited product lines, markets,
financial resources and management depth, and be more susceptible to adverse
market conditions than larger issuers. As a result, the securities of such
smaller issuers may be less actively traded than those of larger issuers and
may also experience greater market volatility.

CONVERTIBLE SECURITIES.
Each Fund may invest in convertible securities. A convertible security is a
fixed income equity security that may be converted into a prescribed amount
of common stock at a specified formula. A convertible security entitles the
owner to receive interest until the security matures or is converted.
Convertibles have several unique investment characteristics such as: (a)
higher yields than common stocks but lower yields than straight debt
securities; (b) lesser degree of fluctuation in value than the underlying
stock since they have fixed income characteristics; and (c) potential for
capital appreciation if the market price of the underlying security increases.

CORPORATE DEBT SECURITIES.
Each Fund may invest in corporate debt securities. Corporate debt securities
are subject to the risk of an issuer's inability to meet principal and
interest payments on the obligation (credit risk) and may also be subject to
price volatility due to such factors as interest rate sensitivity, market
perception of the creditworthiness of the issuer and general market
liquidity (market risk). When interest rates decline, the value of the Funds'
debt securities can be expected to rise, and when interest rates rise, the
value of those securities can be expected to decline.

Each Fund (escept Global Growth & Income Fund) will purchase debt obligations
only if they are deemed investment grade -- that is, they carry a rating of
at least BAA from Moody's or BBB from Standard and Poor's, or comparable
rating from another rating agency or, if not rated by an agency, determined
by the Investment Adviser to be of comparable quality. Bonds rated BBB or
Baa may have speculative characteristics and changes in economic
circumstances are more likely to lead to a weakened capacity to make
interest and principal payments than higher -rated bonds. The Funds intend
to dispose, in an orderly manner, of any security which is downgraded below
investment grade. For a further explanation of these ratings, see the
Statement of Additional Information.

LOWER RATED SECURITIES CONSIDERATIONS

The Global Growth and Income Fund may invest in debts that are not in the
four highest rating categories but will in no event purchase securities rated
below "C" or equivalent. A description of these rating categories is
contained in this

<PAGE>

Statement of Additional Information.

Lower rated debt securities usually offer higher yields than the higher rated
securities because of reduced creditworthiness and increased risk of
default. Lower rated or unrated debt obligations are more likely to react to
developments affecting market and credit risks than are the more highly rated
securities, which react primarily to movements in general level of interest
rates. In the past, economic downturns or increases in interest rates have
caused a higher incidence of default by the issuers of lower rated securities.

In some cases, such obligations may be highly speculative, and may have poor
prospects for reaching investment grade. To the extent that the issuer
defaults, the Fund may incur additional expenses in order to enforce its
rights or to participate in a restructuring of the securities generally tend
to be more volatile and the market less liquid than to those of investment
grade securities. Consequently, the Fund may at times experience difficulty
in liquidating their investments at the desired time and price.

In purchasing such securities, the Investment Adviser will rely on its
analysis, judgment and experience in evaluating the creditworthiness of the
issuer of such securities. The Investment Adviser will consider, among other
things, the issuer's financial resources, its operating history, its
sensitivity to economic conditions and trends, the quality of issuer's
management and regulatory matters.

INVESTMENT COMPANY SECURITIES.
Each Fund may invest up to 10% of its total assets in the shares of other
investment companies. The Funds may invest in money market mutual funds in
connection with the management of their daily cash positions. The Funds may
also make indirect foreign investments through other investment companies
that have comparable investment objectives and policies as the Funds. In
addition to the advisory and operational fees each Fund bears directly in
connection with its own operation, the Funds would also bear their pro rata
portions of each other investment company's advisory and operational expenses.

RISK FACTORS AND SPECIAL CONSIDERATIONS

ILLIQUID SECURITIES.
Each Fund may invest up to 15% of its net assets in securities that are
considered illiquid. An illiquid investment is generally an investment that
is not registered in the under U.S. securities laws, cannot be offered for
public sale in the U.S. without first being registered under U.S. securities
laws, or cannot be disposed of within seven days in the normal course of
business at approximately the amount at which the Fund values it.
Limitations on resale may adversely affect the marketability of illiquid
securities and the Fund may not be able to dispose of these securities at the
desired time and price. A Fund may bear additional expenses if it has to
register these securities under U.S. securities laws before being resold.

TEMPORARY INVESTMENTS.
The Funds may from time to time on a temporary basis to maintain liquidity or
when the Investment Adviser determines that the market conditions call for a
temporary defensive posture, invest all of their assets in short-term
instruments. These temporary investments include: notes issued or
guaranteed by the U.S. government, its agencies or instrumentalities;
commercial paper rated in the highest two rating categories; certificates of
deposit; repurchase agreements and other high grade corporate debt
securities.

THE FUNDS' INVESTMENT TECHNIQUES

REPURCHASE AGREEMENTS.
Each Fund may enter into repurchase agreements. The purchase by the Fund of
a security that seller has agreed to buy back, usually within one to seven
days. The seller's promise to repurchase the security is fully
collateralized by securities equal in value to 102% of the purchase price,
including accrued interest. If the seller defaults and the collateral value
declines, the Fund might incur a loss. If the seller declares bankruptcy, the
Fund may not be able to sell the collateral at the desired time. The Funds
enter into these agreements only with brokers, dealers, or banks that meet
credit quality standards established by the Board of Trustees of the Master
Trust.

SHORT SALES.
The Worldwide Growtrh International Core Growth and International Small Cap
Growth Funds may maintain short positions in securities. A "short sale" is
the sale by the Fund of a security which has been borrowed from a third party
on the expectation that the market price will drop. If the price of the
security drops, the Fund will make a profit by purchasing the security in the
open market at a lower price than the one at which it sold the security. If
the price of the security rises, the Fund may have to cover its short
position at a higher price than the short sale price, resulting in a loss. A
short sale can be covered or uncovered. In a covered short sale, the Fund

<PAGE>

either (1) borrows and sells securities it already owns (also known as a
short sale "against the box"), or (2) deposits in a segregated account cash,
U.S. government securities, or other liquid securities in an amount equal to
the difference between the market value of the securities and the short sale
price. Use of uncovered short sales is a speculative investment technique and
has potentially unlimited risk. Accordingly, a Fund will not make uncovered
short sales in an amount exceeding the lesser of 2% of the Fund's net assets
or 2% of the securities of such class of the issuer. The Board of Trustees
has determined that no Fund will make short sales if to do so would create
liabilities or require collateral deposits of more than 25% of the Fund's
total assets.

WHEN ISSUED AND DELAYED DELIVERY TRANSACTIONS.
Each Fund may purchase or sell securities for delivery at a future date,
generally 15 to 45 days after the commitment is made. The other party's
failure to complete the transaction may cause the Fund to miss a price or
yield considered to be advantageous. A 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 securities.

BORROWING.
Each Fund may borrow up to 20% of its total assets for temporary,
extraordinary or emergency purposes, such as to provide cash for redemption
requests without having to sell portfolio securities at an inopportune time.
Each Fund may also borrow money through reverse repurchase agreements,
uncovered short sales, and other techniques. All borrowings by a Fund cannot
exceed one-third of a Fund's total assets.

As a consequence of borrowing, a Fund will incur obligations to pay interest,
resulting in an increase in expenses.

SECURITIES LENDING.
Each Fund may lend securities to financial institutions such as banks,
broker/dealers and other recognized institutional investors in amounts up to
30% of the Fund's total assets. These loans earn income for the Fund and are
collateralized by cash, securities, letters of credit or any combination
thereof. The Fund might experience loss if the financial institution defaults
on the loan.

FOREIGN CURRENCY TRANSACTIONS
Each Fund may enter into foreign currency transactions either on a spot or
cash basis at prevailing rates or through forward foreign currency exchange
contracts in order to have the necessary currencies to settle transactions.
Each Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates. Such
efforts could limit potential gains that might result from a relative
increase in the value of such currencies, and might, in certain cases, result
in losses to a Fund.

OPTIONS
The Funds may deal in options on securities, securities indices and foreign
currencies. The Funds may use options to manage stock prices, interest rate
and currency risks. A Fund may not purchase or sell options if more than 25%
of its net assets would be hedged. The Funds may also write covered call
options and secured put options to seek to generate income or lock in gains
on up to 25% of their net assets.

FUTURES AND OPTIONS ON FUTURES
The Funds may enter into futures contracts, or options thereon, involving
foreign currency, interest rates, securities, and securities indices, for
hedging purposes only.

As a general rule, no Fund will purchase or sell futures if, immediately
thereafter, more than 25% of its net assets would be hedged.

RISKS OF FUTURES AND OPTIONS TRANSACTIONS
When a Fund uses options, futures and options on futures as hedging devices,
there is a risk that the prices of the hedging vehicles may not correlate
perfectly with the prices of the securities in the Portfolio. This may cause
the futures contract and any related options to react differently than the
Fund's portfolio securities to market changes. In addition, the Investment
Adviser could be incorrect in its expectations about the direction or the
extent of market movements. In these events, a Fund could lose money on the
futures contracts or option.

It is not certain that a secondary market for positions in futures contracts
or for options will exist at all times. Although the Investment Adviser will
consider liquidity before entering into these transactions, there is no
assurance that a liquid secondary market will exist for these instruments.
<PAGE>

NEW ACCOUNT FORM (NON-IRA)

GLOBAL INSTITUTIONAL PORTFOLIOS

FOR AN IRA ACCOUNT APPLICATION, CALL 800-551-8043

MAIL TO:
Nicholas|Applegate Mutual Funds
PO Box 8326
Boston, MA 02266-8326

1. YOUR ACCOUNT REGISTRATION

Please Print. Complete One Section Only. Joint account owners will be
registered joint tenants with the right of survivorship unless otherwise
indicated. It is the shareholder(s) responsibility to specify ownership
designations which comply with applicable state law.

/ / INDIVIDUAL OR JOINT ACCOUNT

- --------------------------------------------------------------------------------
First Name Middle Initial Last Name

- -
- ------- ------- ------
Social Security Number

- --------------------------------------------------------------------------------
Joint Tenant (if any) Middle Initial Last Name

- -
- ------- ------- ------
Social Security Number

/ / GIFT OR TRANSFER TO MINOR (UGMA/UTMA)

- --------------------------------------------------------------------------------
Custodian's First Name (only one) Middle Initial

- --------------------------------------------------------------------------------
Last Name Social Security Number

- --------------------------------------------------------------------------------
Minor's First Name (only one) Middle Initial Last Name

- --------------------------------------------------------------------------------
Minor's State of Residence Minor's Date of Birth Minor's Social Security

Number

/ / TRUST, CORPORATION, PARTNERSHIP, OR OTHER ENTITY (CORPORATE RESOLUTION
REQUIRED)

Name of Trust, Corporation or Other Entity
- ------------------------------------------

Trustee Name(s) or Type of Entity Date of Trust Agreement
- --------------------------------------------------------------------------

Name of Beneficiary (optional) Taxpayer Identification Number
- --------------------------------------------------------------------------

2. YOUR ADDRESS

Do you have any other identically registered Nicholas|Applegate accounts?
- --------------------------------------------------------------------------------
/ / YES / / NO

CITIZENSHIP:
/ / U.S. / / Resident Alien / / Non-resident Alien
-----------------------------
specify country(if not U.S.)

- -------------------------------------------------
Street Address or PO Box Number Apartment Number

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

City State Zip

( )
- --------------------------------------------------

Area Code Home Phone

( )
- --------------------------------------------------

Area Code Business Phone

3. YOUR INVESTMENT

- - Please select your fund choicesand appropriate share class

- - See prospectus for investment minimums.

CLASS AMOUNT
- --------------------------------------------------------------------------------
Emerging Countries I(179)/ / $
- --------------------------------------------------------------------------------
International Small Cap I(356)/ / $
Growth
- --------------------------------------------------------------------------------
International Core Growth I(180)/ / $
- --------------------------------------------------------------------------------
Worldwide Growth I(374)/ / $
- --------------------------------------------------------------------------------
Global Growth & Income I(374)/ / $
- --------------------------------------------------------------------------------
Other $
- --------------------------------------------------------------------------------
Total $
- --------------------------------------------------------------------------------

4. YOUR METHOD OF PAYMENT

/ / By Check: Payable to Nicholas|Applegate Mutual Funds
(third party checks will not be accepted)

/ / By Wire: Please call 1-800-551-8043 for your account number

/ / By Exchange: Portfolio from which you are exchanging

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

/ / By Confirm Trade Order: Trade Order #-----------------------

5. YOUR DIVIDEND AND CAPITAL GAIN PAYMENT OPTIONS

<PAGE>

Distributions will automatically be reinvested in additional shares or your
Fund(s) unless you check the box(es) below.

DIVIDENDS (check one) / / Reinvest / / Cash
Capital Gains (check one)/ / Reinvest / / Cash

/ / Cross Fund Reinvestment + (optional) --Reinvest all dividends and capital
gains into an existing account in anothert Nicholas-Applegate Portfolio.

From (Portfolio Name) To (Portfolio Name)
- -------------------------------------------------------------

+ Must be same account type and class of shares. Mnust be a $5,000 minimum
account value for this service.

SERVICE OPTIONS

6. TELEPHONE REDEMPTIONS AND EXCHANGES

This allows you to use the telephone to redeem or exchange shares, unless you
check to box below.

Redemptions will be made payable to the registered owners(s) and mailed to the
address of record. Maximum redemption by telephone is $50,000.

/ / I do not want telephone redemption privilege.

/ / I do not want telephone exchange privilege.

7. SYSTEMATIC INVESTMENT- TO MY MUTUAL FUND ACCOUNT VIA ACH

/ / Check this box to invest on a regular basis from your bank account. Please
complete "Checking Account Invormation" (Section 10).

Fund Name Amount ($50 minimum) Day*
- -------------------------------------------------------

Monthly Quarterly (Jan/April/July/Oct)
- -------------------------------------------------------

Fund Name Amount ($50 minimum) Day*
- -------------------------------------------------------

Monthly Quarterly (Jan/April/July/Oct)
- -------------------------------------------------------

* IF YOU DO NOT PROVIDE A DATE, THEN IT WILL BE THE 15TH OF THE MONTH.

8. SYSTEMATIC EXCHANGES-FROM ONE NICHOLAS-APPLEGATE MUTUAL FUND ACCOUNT TO
ANOTHER.

/ / Check this box to exchange on a regular basis from one Nicholas-Applegate--
account to another. (MUST BE SAME SHARE CLASS AND REGISTRATION.)

From:

Fund Name Amount ($50 MINIMUM, $5,000 MINIMUM ACCOUNT

VALUE) Day* Monthly

Quarterly (Jan/April/July/Oct)

Account Number (IF KNOWN)

To:

Fund Name Amount ($50 MINIMUM, $5,000 MINIMUM ACCOUNT
VALUE) Day* Monthly

Quarterly (Jan/April/July/Oct)

Account Number (IF KNOWN)

*IF YOU DO NOT PROVIDE A DATE, THEN IT WILL DEFAULT TO THE 15TH OF THE MONTH.

9. SYSTEMATIC WITHDRAWAL-FROM MY MUTUAL FUND ACCOUNT VIA ACH OR CHECK

/ / Check this box to withdraw on a regular basis from my muitual fund account.
Please complete "Checking Account Information" below (SECTION 10).

BY ACH TO MY BANK ACCOUNT

Fund Name Amount ($50 minumum, $5,000 min. account value) Day* Monthly

Quarterly (Jan/April/July/Oct)

BY CHECK (DO NOT NEED TO COMPLETE SECTION 11)

<PAGE>

Fund Name Amount ($50 minumum, $5,000 min. account value) Day* 15
Monthly Quarterly (Jan/April/July/Oct

SEND PROCEEDS TO:

/ / Address of record
/ / Special Payee (LIST BELOW)

First Name Middle Initial Last Name
- -------------------------------------------------------
Address City State Zip
- ------------------------------------------------------------------

* IF YOU DO NOT PROVIDE A DATE, THEN IT WILL DEFAULT TO THE 15TH OF THE MONTH.

10. CHECKING ACCOUNT INFORMATION - FOR ACH OR REDEMPTIONS BY WIRE

Must be completed for Sections 7 and 9. PLEASE ATTACH A VOIDED CHECK OR DEPOSIT
SLIP.

Name of Institution

Address City State Zip
- -------------------------------------------

Bank ABA Number Bank Account Number
- --------------------------------------------

Any joint owner of your bank account who is NOT a joint owner of your
portfolio account(s) must sign above.

11. DUPLICATE STATEMENTS

/ / I wish to have a duplicate statement sent to the interested party listed
below.

Name of interested party

Address City State Zip
- -------------------------------------------

(SEE REVERSE)
- -------------------------------------------

12 SIGNATURES

BY SIGNING THIS NEW ACCOUNT FORM BELOW, I ASSURE THAT:

- - I have received and read the prospectus for each of the Funds in which I am
investing, and I believe each investment is suitable for me. I understand
that the prospectus terms are incorporated into this New Account Form by
reference.

- - I authorize the Nicholas-Applegate Funds, their affiliates and agents to
act on any instructions believed to be genuine for any service authorized
on this form. I agree they will not be liable for any resulting loss or
expense.

- - I am of legal age in my state and have the authority and legal capacity to
purchase mutual fund shares.

- - I understand that neither the fund(s) nor the distributor,
Nicholas-Applegate Securities, is a bank and that fund shares are not
obligations of or guaranteed by any bank or insured by the FDIC.

- - I understand that mutual funds involve risks, including possible loss of
principal.

I CERTIFY, UNDER PENALTIES OF PERJURY, THAT:

1. The Social Security or Taxpayer Identification Number shown on this form is
correct. (If I fail to give the correct number or to sign this form, the
Nicholas-Applegate Funds may reject or redeem my investment. I may also be
subject to any applicable IRS Backup Withholding for all distributions and
redemptions.)

2. / / I am NOT currently subject to IRS Backup Withholding because (a) I
have not been notified of it or (b) notification has been revoked.

/ / I am currently subject to IRS Backup Withholding.

I agree that neither Nicholas-Applegate Securities, the Funds, nor any of their
affiliates will be responsible for the authenticity of any instructions given
and shall be fully indemnified as to and held harmless from any and all direct
and indirect liabilities, losses, or costs resulting from acting upon such
transactions.

- --------------------------------------------------------------------------------
Shareowner, Custodian, Trustee or Authorized Officer Date

- --------------------------------------------------------------------------------
Joint Qwner, Custodian, Trustee or Authorized Officer Date

<PAGE>

FOR MORE INFORMATION

Two documents are available that offer further information on the
Nicholas/Applegate Mutual Funds:

ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERS
Includes financial statements, detailed performance information, portfolio
holdings, a statement from portfolio management, and the auditor's report.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information on all aspects of the Portfolios.

A current SAI has been filed with the Securities and Exchange Commission and
is incorporated by reference into this prospectus.

To request a free copy of the current annual/semi-annual report or SAI ,
please call or write:

Nicholas Applegate Mutual Funds
P.O. Box 82169
San Diego, CA 92138-2169
Telephone: (800) 551-8643

<PAGE>

Nicholas | Applegate-Registered Trademark-
MUTUAL FUNDS

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

PROSPECTUS

This prospectus contains vital information about these portfolios. For your own
benefit and protection, please read it before you invest, and keep it on hand
for future reference.

Please note that these Portfolios:

- - are not bank deposits
- - are not federally insured
- - are not endorsed by any bank or government agency
- - are not guaranteed to achieve their investment objectives

U.S. INSTITUTIONAL PORTFOLIOS
LARGE CAP
CORE GROWTH
VALUE
EMERGING GROWTH
MINI CAP
INCOME & GROWTH
BALANCED GROWTH

July __, 1997

<PAGE>

[LEFT SIDE: VISUAL OF MARBLES]
TABLE OF CONTENTS

OVERVIEW

U.S. PORTFOLIOS
Large Cap
Core Growth
Value
Emerging Growth
Mini Cap
Income & Growth
Balanced Growth

SIMPLIFIED ACCOUNT
Opening an Account
Buying Shares
Selling or Redeeming Shares
Signature Guarantees
Exchanging Shares

YOUR ACCOUNT
Transaction Policies
Dividends and Account Policies

RISK FACTORS AND SPECIAL CONSIDERATIONS

<PAGE>

OVERVIEW

FUND INFORMATION
Concise Portfolio descriptions begin on the next page. Each description
provides the following information:

- - GOAL AND STRATEGY. The Fund's particular investment goals and the strategies
it intends to use in pursuing those goals.

- - PORTFOLIO SECURITIES. The primary types of securities in which the Fund
invests. Secondary investments are described in "Risk Factors and Special
Considerations" at the end of the prospectus.

- - RISK FACTORS. The major risk factors associated with the Fund. Other risk
factors are also described in "Risk Factors and Special Considerations."

- - PORTFOLIO MANAGEMENT. The individuals who manage the Fund.

- - EXPENSES. The overall costs borne by an investor in the Portfolio, including
sales charges and annual expenses.

- - FINANCIAL HIGHLIGHTS. A table showing the financial performance for each
Portfolio since inception.

GOAL OF THE NICHOLAS-APPLEGATE MUTUAL FUNDS

The Portfolios of Nicholas-Applegate Mutual Funds (the "Trust") are designed to
provide investors with a well rounded investment program. Each Portfolio
invests in a corresponding fund (the "Fund") of Nicholas-Applegate Investment
Trust (the "Master Trust"). Each respective fund in turn invests in and holds
investment securities. This structure is called a "master/feeder" structure.

Each Fund employs its own strategy and has its own risk/reward profile. Because
you could lose money by investing in these Portfolios, be sure to read all risk
disclosures carefully before investing.

WHO MAY WANT TO INVEST IN THE U.S. PORTFOLIOS
- - those who are investing for long-term goals
- - those who are willing to accept higher short-term risks associated with
investing in foreign companies along with higher potential long-term
results
- - those who want professional portfolio management
- - those who are seeking funds for the international growth portion of an
asset allocation portfolio

WHO MAY NOT WANT TO INVEST IN THE U.S. PORTFOLIOS
- - those who are investing with a shorter frame
- - those who are uncomfortable with an investment that will go up and down in
value
- - those who are unable to accept the special risks associated with foreign
investing

*******************************************************

<PAGE>

LARGE CAP GROWTH INSTITUTIONAL

[bullet point icon]
INVESTMENT OBJECTIVE: Maximum long-term capital appreciation.

[bullet point icon]
INVESTMENT STRATEGY: The Fund's Investment Adviser focuses on a "bottom-up"
analysis that evaluates the financial condition and competitiveness of
individual companies. It uses a blend of both traditional fundamental research
and computer intensive systematic disciplines to uncover signs of "change at the
margin" - positive business developments which are not yet fully reflected in a
company's stock price. It searches for successful, growing companies that are
managing change advantageously and poised to exceed growth expectations.

The Fund emphasizes equity securities of U.S. companies with market
capitalizations generally above $3 billion and whose earnings and stock prices
are expected to grow faster than the S&P 500. ("large-cap securities")

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund invests at least 65%
of its total assets in large-cap securities, including common and preferred
stocks, warrants, and convertible securities of U.S. companies. It invests
the remainder of its assets primarily in investment grade corporate debt
securities, U.S. Government securities, and securities of foreign issuers.
The Fund may use also options and futures contracts as hedging techniques.

[bullet point icon]
PORTFOLIO MANAGEMENT: The Investment Adviser emphasizes a team approach to
maximize overall effectiveness. For a complete list of the portfolio team, see
"Portfolio Teams" on page 25.

[bullet point icon]
RISK FACTORS: As with any growth fund, the value of your investment will
fluctuate from day to day with movements in the stock markets as well as in
response to the activities of individual companies. To the extent the Fund
is over-weighted in certain market sectors compared to the S&P 500, the Fund
may be more volatile than the S&P 500. Additionally, to the extent the Fund
invests in foreign issuers, the risks and volatility are magnified since the
performance of foreign stocks also depends on changes in foreign currency
values, different regulatory and political environments, and overall political
and economic conditions in countries where the Fund invests. For further
explanation, see "Risk Factors and Special Considerations" on page 27.

[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below are expenses for the Portfolio and its
corresponding Fund for the past year. Actual expenses may be more or less
than those shown.

- --------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- --------------------------------------------------------------------------------
Management fees 0.75%
- --------------------------------------------------------------------------------
12b-1 expenses None
- --------------------------------------------------------------------------------
Other expenses (after expense deferral) 0.25%
- --------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 1.00%
- --------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 4.99% and Other
expenses would have been 4.24% absent the deferral. See "Investment
Adviser Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- --------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------
$10 $32 $55 $122
- --------------------------------------

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS EITHER PAST OR FUTURE.

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

FINANCIAL HIGHLIGHTS: The figures below have been audited by Ernst & Young,
L.L.P. for the fiscal years ended March 31, 1997. Ernst & Young, L.L.P. is an
independent auditor whose report was unqualified. This information should be
read in conjunction with the financial statements and the notes thereto which
appear in the Trust's 1997 Annual Report.

12/27/96
to
3/31/97
- --------------------------------------------------------------------------------
PER SHARE DATA:
- --------------------------------------------------------------------------------
Net asset value, beginning of $12.50
period / Income from
investment operations:
Net investment income ---
(deficit)
Net realized and unrealized
gains (losses) on securities
and foreign currency 0.50
- --------------------------------------------------------------------------------
Total from investment 0.50
operations
Less distributions:
Dividends from net --
investment income
Distributions from capital --
gains
- --------------------------------------------------------------------------------
Net asset value, end of period $13.00
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
TOTAL RETURN: 4.00%
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA: Net
Assets ($000), end of $1,293*
period
- --------------------------------------------------------------------------------
Ratio of expenses to average 1.00%*
net assets, after expense
reimbursement
- --------------------------------------------------------------------------------
Ratio of expenses to average 4.99%*
net assets, before expense
reimbursement+
- --------------------------------------------------------------------------------
Ratio of net investment (0.06%)
income (deficit) to average
net assets, after expense
reimbursement+
- --------------------------------------------------------------------------------
Ratio of net investment (1.68%)*
income (deficit) to average
net assets, before expense
reimbursement+
- --------------------------------------------------------------------------------
Portfolio Turnover** 320.73%
- --------------------------------------------------------------------------------
Average commission rate $0.0594
paid**
- --------------------------------------------------------------------------------

* Annualized
** For the corresponding Fund of the Master Trust
+ Includes expenses allocated form Master Trust Fund

<PAGE>

CORE GROWTH INSTITUTIONAL
- --------------------------------------------------------------------------------

[bullet point icon]
INVESTMENT OBJECTIVE: Maximum long-term capital appreciation.

[bullet point icon]
INVESTMENT STRATEGY The Fund's Investment Adviser focuses on a "bottom-up"
analysis that evaluates the financial condition and competitiveness of
individual companies. It uses a blend of both traditional fundamental research
and computer intensive systematic disciplines to uncover what it calls "change
at the margin" - positive business developments which are not yet fully
reflected in the company's stock price. It searches for successful, growing
companies that are managing change advantageously and poised to exceed growth
expectations.

The Fund emphasizes companies with market capitalizations above $500 million.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions the Fund invests at least 75% of
its total assets in common stocks. It invests the remainder of its assets
primarily in preferred and convertible securities, investment grade debt
securities, and securities issued by the U.S. government and its agencies and
instrumentalities. The Fund may invest up to 20% of its total assets in foreign
securities. The Fund may also use options and futures contracts as hedging
techniques.

[bullet point icon]
PORTFOLIO MANAGEMENT: The Investment Adviser emphasizes a team approach to
portfolio management to maximize its overall effectiveness. For a complete list
of the portfolio team, see "Portfolio Teams" on page 25.

[bullet point icon]
RISK FACTORS: As with any growth fund, the value of your investment will
fluctuate from day to day with movements in the stock markets. The companies
in which the Fund invests may be more subject to volatile market movements
than securities of larger, more established companies. To the extent the
Fund invests in foreign securities, the risks and volatility are magnified
since the performance of foreign stocks also depends upon changes in foreign
currency values, different political and regulatory environments, and the
overall political and economic conditions in countries where the Fund
invests. For further explanation, see "Risk Factors and Special
Considerations" starting on page 27.

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

[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below are expenses of the Portfolio and its
corresponding Fund for the past year. Actual expenses may be more or less
than those shown.

- --------------------------------------------------------------------------------
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 None
or redemption proceeds, whichever is lower)
- --------------------------------------------------------------------------------
Redemption fee None
- --------------------------------------------------------------------------------
Exchange fee None
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- --------------------------------------------------------------------------------
Management fees 0.75%
- --------------------------------------------------------------------------------
12b-1 expenses None
- --------------------------------------------------------------------------------
Other expenses (after expense deferral 0.25%
- --------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 1.00%
- --------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 1.02% and Other
expenses would have been .27% absent the deferral. See "Investment Adviser
Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- --------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------
$10 $32 $55 $122
- --------------------------------------

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

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

FINANCIAL HIGHLIGHTS: The figures below have been audited by Ernst & Young
L.L.P. with respect to the fiscal years ended March 31, 1996 and 1997, and by
another independent accounting firm with respect to the commencement of
operations through March 31, 1995. Both firms are independent auditors whose
reports were unqualified. This information should be read in conjunction with
the financial statements and the notes thereto which appear in the Trust's 1997
Annual Report.

4/19/93 4/1/94 4/1/95 4/1/96
TO TO TO TO
3/31/94 3/31/95 3/31/96 3/31/97
- --------------------------------------------------------------------------------
PER SHARE DATA:
- --------------------------------------------------------------------------------
Net asset value, $12.50 $12.68 $12.62 $16.26
beginning of period/
Income from investment
operations:
Net investment income (0.01) (0.01) (0.03) (0.08)
(deficit)
Net realized and
unrealized gains
(losses) on securities 0.92 0.38 4.47 0.41
and foreign currency
- --------------------------------------------------------------------------------
Total from investment
operations
Less distributions: 0.91 0.37 4.44
Dividends from net
investment income -- -- -- --
Distributions from --
capital gains (0.73)* (0.43) (0.80) (1.28)
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
Net asset value, end of $12.68 $12.62 $16.26 $15.39
period
- --------------------------------------------------------------------------------
TOTAL RETURN+: 6.84% 3.30% 35.81% 1.74%
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL
DATA: Net Assets ($000), $77,947 $72,826 $149,969 $156,443
end of period
- --------------------------------------------------------------------------------
Ratio of expenses to
average net assets,
after expense 0.97% 0.99% 0.98% 1.00%
reimbursement+
- --------------------------------------------------------------------------------
Ratio of expenses to
average net assets,
before expense 1.14% 1.07% 1.06% 1.02%
reimbursement+
- --------------------------------------------------------------------------------
Ratio of net investment
income (deficit) to
average net assets, (0.07%) (0.06%) (0.32%) (0.45%)
after expense
reimbursement+
- --------------------------------------------------------------------------------
Ratio of net investment
income (deficit) to
average net assets (0.24%) (0.14%) (0.40%) (0.47%)
before expense
reimbursement+
- --------------------------------------------------------------------------------
Portfolio Turnover** 84.84% 98.09% 114.48% 153.20%
- --------------------------------------------------------------------------------
Average commission rate N/A N/A $0.0593 $0.0582%
paid**
- --------------------------------------------------------------------------------

* Annualized
** For the corresponding Fund of the Master Trust

<PAGE>

+ Includes expenses allocated form Master Trust Fund

<PAGE>

VALUE INSTITUTIONAL
- --------------------------------------------------------------------------------

[bullet point icon]
INVESTMENT OBJECTIVE: Maximum long-term capital appreciation.

[bullet point icon]
INVESTMENT STRATEGY The Fund's Investment Adviser focuses on a "bottom-up"
analysis that evaluates the financial condition and competitiveness of
individual companies. It uses a blend of traditional fundamental research and
computer intensive systematic disciplines to uncover what it calls "change at
the margin" - positive business developments which are not yet fully reflected
in the company's stock price. It searches for successful, growing companies
that are managing change advantageously and poised to exceed growth
expectations.

The Fund emphasizes companies with market capitalizations generally above $5
billion.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund invests at least 80% of
its total assets in equity securities. It invests the remainder primarily in
preferred and convertible securities, investment grade debt securities, and
securities issued by the U.S. government and its agencies and instrumentalities.
The Fund may invest up to 20% of its total assets in foreign securities. The
Fund may also use options and futures contracts as hedging techniques.

The Fund's Portfolio is designed to have risk, capitalization and industry
characteristics similar to those of the S&P 500 Index.

[bullet point icon]
PORTFOLIO MANAGEMENT: The Investment Adviser emphasizes a team approach to
portfolio management to maximize its overall effectiveness. For a complete list
of the portfolio team, see "Portfolio Teams" on page 25.

[bullet point icon]
RISK FACTORS: As with any equity fund, the value of your investment will
fluctuate from day to day with movements in the stock markets. The companies
in which the Fund will invest may be more subject to volatile market
movements than securities of larger, more established companies. To the
extent the Fund invests in foreign securities, the risks and volatility are
magnified since the performance of foreign stocks depends upon changes in
foreign currency values, different political and regulatory environments, and
the overall political and economic conditions in countries where the Fund
invests. For a further explanation, see "Risk Factors and Special
Considerations" starting on page 27.

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

- --------------------------------------------------------------------------------
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 DEFERRAL)
- --------------------------------------------------------------------------------
Management fees 0.75%
- --------------------------------------------------------------------------------
12b-1 expenses None
- --------------------------------------------------------------------------------
Other expenses (after expense deferral)(1) 0.25%
- --------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 1.00%
- --------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 3.34% and Other
expenses would have been 2.69% absent the waiver and deferral. See
"Investment Adviser Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- -----------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------
$10 $32 $55 $122
- -----------------------------------------------------

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

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

FINANCIAL HIGHLIGHTS: The figures below have been audited by Ernst & Young,
L.L.P. with respect to the fiscal years ended March 31, 1997. Ernst & Young,
L.L.P. is an independent auditor whose reports were unqualified. This
information should be read in conjunction with the financial statements and
the notes thereto which appear in the Trust's 1997 Annual Report.

--------------------
4/30/96
TO
3/31/97
- ---------------------------------------------
PER SHARE DATA:
- ---------------------------------------------
Net asset
value,
beginning of
period / $12.50
Income from
investment
operations:
Net
investment
income 1.50
(deficit)
Net realized
and
unrealized
gains
(losses) on
securities 3.11
and foreign
currency
- ---------------------------------------------
Total from
investment
operations 4.61
Less
distributions
:
Dividends
from net
investment (1.44)
income
Distributions
from (0.61)
- ---------------------------------------------

<PAGE>

- ---------------------------------------------
capital
gains
- ---------------------------------------------
Net asset
value, end of
period $15.06
- ---------------------------------------------
TOTAL
RETURN+: 26.77%
- ---------------------------------------------
RATIOS/SUPPL
EMENTAL
DATA: Net
Assets
($000), end $3,062
of period
- ---------------------------------------------
Ratio of
expenses to
average net
assets, after
expense
reimburse 1.00%
ment+
- ---------------------------------------------
Ratio of
expenses to
average net
assets,
before
expense
reimburse
ment+ 3.34%
*
- ---------------------------------------------
Ratio of net
investment
income
(deficit)to
average net
assets, after
expense
reimburse 1.64%
ment+
- ---------------------------------------------
Ratio of net
investment
income
(deficit) to
average net
assets,
before
expense
reimburse 0.59%
ment+
- ---------------------------------------------
Portfolio
Turnover** 139.27%
- ---------------------------------------------
Average
commission
rate paid** $0.0589
- ---------------------------------------------

<PAGE>

* Annualized
** For the corresponding Fund of the Master Trust

+ Includes expenses allocated form Master Trust Fund

<PAGE>

EMERGING GROWTH INSTITUTIONAL
- --------------------------------------------------------------------------------

[bullet point icon]
INVESTMENT OBJECTIVE:
Maximum long-term capital appreciation.

[bullet point icon]
INVESTMENT STRATEGY: The Fund's Investment Adviser focuses on a "bottom-up"
analysis that evaluates the financial condition and competitiveness of
individual companies. It uses a blend of traditional fundamental research and
computer intensive systematic disciplines to uncover what it calls a "change at
the margin" - positive business developments which are not yet fully reflected
in a company's stock price. It searches for successful growing companies that
are managing change advantageously and poised to exceed growth expectations.

The Fund emphasizes companies with market capitalizations below $500 million at
the time of purchase.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund invests at least 75% of
its total assets in common stocks. It invests the remainder primarily in
preferred and convertible securities, investment grade debt securities, and
securities issued by the U.S. government, its agencies and instrumentalities.
The Fund may invest up to 20% of its total assets in foreign securities. The
Fund may also use options and futures contracts as hedging techniques.

[bullet point icon]
PORTFOLIO MANAGEMENT The Investment Adviser emphasizes a team approach to
portfolio management to maximize its overall effectiveness. For a complete list
of the portfolio team, see "Portfolio Team" on page __.

[bullet point icon]
RISK FACTORS: As with any growth fund, the value of your investment will
fluctuate from day to day with movements in the stock markets. Although small-
cap stocks have a history of long-term growth, they tend to be more volatile and
speculative than stocks of larger, more established companies. To the extent the
Fund invests in foreign issuers, the investment risks and volatility are
magnified since the performance of foreign stocks depends on changes in foreign
currency values, different political and regulatory environments, and the
overall political and economic conditions in the foreign countries where the
Fund invests. For a further explanation, see "Risk Factors and Special
Considerations" starting on page __.

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

- --------------------------------------------------------------------------------
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 DEFERRAL)
- --------------------------------------------------------------------------------
Management fees 1.00%
- --------------------------------------------------------------------------------
12b-1 expenses None
- --------------------------------------------------------------------------------
Other expenses (after expense deferral)(1) 0.17%
- --------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 1.17%
- --------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have

<PAGE>

been 1.26% and Other expenses would have been .26% absent the deferral.
See "Investment Adviser Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- -----------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------
$12 $37 $64 $142
- -----------------------------------------------------

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

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

FINANCIAL HIGHLIGHTS: The figures below have been audited by Ernst & Young
L.L.P. with respect to the fiscal years ended March 31, 1997. Please read in
conjunction with the Trust's 1997 Annual Report.

------------------------------------------------------------
10/1/93 4/1/94 4/1/95 4/1/96
TO TO TO TO
3/31/94 3/31/95 3/31/96 3/31/97
- --------------------------------------------------------------------------------
PER SHARE
DATA:
- --------------------------------------------------------------------------------
Net asset
value,
beginning of
period / $12.50 11.38 $11.58 $15.10
Income from
investment
operations:
Net
investment
income (O.04) (0.05) (0.11) (0.08)
(deficit)
Net realized
and
unrealized
gains
(losses) on
securities 0.69 0.95 4.45 (0.31)
and foreign
currency
- --------------------------------------------------------------------------------
Total from
investment
operations (0.73) 0.90 4.34 (0.39)
Less
distributions: -- --

Dividends
from net
investment
income -- -- -- --
Distributions (3.65)
from capital (0.39) (0.70) (0.82)
gains
- --------------------------------------------------------------------------------
Net asset $11.38 $11.58 $15.10 $11.06
value, end of
period
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
TOTAL (6.60%) 8.69% 38.27% (5.66%)
RETURN+:
- --------------------------------------------------------------------------------
RATIOS/SUPPLE-
MENTAL DATA:
Net Assets $165,940 $206,696 $224,077 $167,230
($000), end of
period
- --------------------------------------------------------------------------------
Ratio of
expenses to
average net
assets, after
expense
reimbursement+ 1.17%* 1.18% 1.16% 1.17%
- --------------------------------------------------------------------------------
Ratio of
expenses to
average net
assets, before
expense
reimbursement+ 1.18%* 1.24% 1.20% 1.26%
- --------------------------------------------------------------------------------
Ratio of net
investment
income
(deficit) to
average net
assets, after
expense
reimbursement+ (0.83%)* (0.58%) (0.62%) (0.72%)
- --------------------------------------------------------------------------------
Ratio of net
investment
income
(deficit) to
average net
assets, before
expense
reimbursement+ (0.84%)* (0.58%) (0.62%) (0.81%)
- --------------------------------------------------------------------------------
Portfolio 50.51% 100.46% 129.59% 112.90%
Turnover**
- --------------------------------------------------------------------------------
Average N/A N/A $0.0523 $.0520
commission
rate paid**
- --------------------------------------------------------------------------------

* Annualized
** For the corresponding Fund of the Master Trust
+ Includes expenses allocated form Master Trust Fund

<PAGE>

MINI CAP INSTITUTIONAL
- --------------------------------------------------------------------------------

[bullet point icon]
INVESTMENT OBJECTIVE: Maximum long-term capital appreciation.

[bullet point icon]
INVESTMENT STRATEGY The Fund's Investment Adviser focuses on a "bottom-up"
analysis that evaluates the financial condition and competitiveness of
individual companies. It uses a blend of traditional fundamental research and
computer intensive systematic disciplines to uncover what it calls "change at
the margin" - positive business developments which are not yet fully reflected
in the company's stock price. It searches for successful, growing companies
that are managing change advantageously and poised to exceed growth
expectations.

The Fund emphasizes companies with market capitalizations generally up to $100
million.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund invests at least 75% of
its total assets in common stocks. It invests the remainder primarily in
preferred and convertible securities, investment grade debt securities, and
securities issued by the U.S. government and its agencies and instrumentalities.
The Fund may invest up to 20% of its total assets in foreign securities. The
Fund may also use options and futures contracts as hedging techniques.

[bullet point icon]
PORTFOLIO MANAGEMENT: The Investment Adviser emphasizes a team approach to
portfolio management to maximize its overall effectiveness. For a complete
list of the portfolio team, see "Portfolio Teams" on page 25.

[bullet point icon]
RISK FACTORS: As with any growth fund, the value of your investment will
fluctuate from day to day with movements in the stock markets. The companies in
which the Fund invests may be more subject to volatile market movements than
securities of larger, more established companies. To the extent the Fund
invests in foreign securities, the risks and volatility are magnified since the
performance of foreign stocks depends upon changes in foreign currency values,
different political and regulatory environments, and the overall political and
economic conditions in countries where the Fund invests. For further
explanation, see "Risk Factors and Special Considerations" starting on page 27.

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

- --------------------------------------------------------------------------------
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 DEFERRAL)
- --------------------------------------------------------------------------------
Management fees 1.25%
- --------------------------------------------------------------------------------
12b-1 expenses None
- --------------------------------------------------------------------------------
Other expenses (after expense deferral)(1) 0.31%
- --------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 1.56%
- --------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 1.99% and Other
expenses would have been .74% absent the deferral. See "Investment Adviser
Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- -----------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------
$16 $49 - --
- -----------------------------------------------------

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

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

-----------------------------
7/12/95 4/1/96
TO TO
3/31/96 3/31/97
- --------------------------------------------------
PER SHARE
DATA:
- --------------------------------------------------
Net asset
value,
beginning of
period/ $12.50 $15.85
Income from
investment
operations:
Net investment
income
(deficit) (0.05) (0.17)
Net realized
and unrealized
gains (losses) 0.84
on securities 3.40
and foreign
currency
- --------------------------------------------------
Total from
investment
operations 3.35 0.67
Less
distributions: -- --
Dividends from -- (0.58)
net investment
income
Distributions
from capital
gains
- --------------------------------------------------
Net asset $15.85 $15.94
value, end of
period
- --------------------------------------------------

<PAGE>

- --------------------------------------------------
TOTAL RETURN+: 26.80% 3.90%
- --------------------------------------------------
RATIOS/SUPPLE-
MENTAL DATA:
Net Assets $25,237 $28,712
($000), end of
period
- --------------------------------------------------
Ratio of
expenses to
average net
assets, after
expense
reimbursement+ 1.55%* 1.56%
- --------------------------------------------------
Ratio of
expenses to
average net
assets, before
expense
reimbursement+ 2.46%* 1.99%
- --------------------------------------------------
Ratio of net
investment
income
(deficit) to
average net
assets, after
expense
reimbursement+ (0.98%)* (1.08%)
- --------------------------------------------------
Ratio of net
investment
income
(deficit) to
average net
assets, before
expense
reimbursement+ (1.36%)* (1.30%)
- --------------------------------------------------
Portfolio 106.99% 164.01%
turnover**
- --------------------------------------------------
Average $0.0529 $0.0455
commission
rate paid**
- --------------------------------------------------

* Annualized
** For the corresponding Fund of the Master Trust
+ Includes expenses allocated form Master Trust Fund

<PAGE>

INCOME & GROWTH INSTITUTIONAL
- --------------------------------------------------------------------------------

[bullet point icon]
INVESTMENT OBJECTIVE: Maximum total return, consisting of long-term capital
appreciation and current income.

[bullet point icon]
INVESTMENT STRATEGY: The Fund invests primarily in convertible securities.
The Investment Adviser evaluates each security's investment characteristics as a
fixed income instrument as well as its potential for capital appreciation. In
evaluating convertibles, the Investment Adviser searches for what it calls
"changes at the margin" -- positive business developments which are not yet
fully reflected in the company's stock price. It searches for successful
growing companies that are managing change advantageously and poised to exceed
growth expectations.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund invests at least 65% of
its total assets in convertible securities. It invests the remainder
primarily in common and preferred stocks, debt securities, and securities issued
by the U.S. government and its agencies and instrumentalities. The Fund may
also use options and futures contracts as hedging techniques.

At all times, the Fund invests a minimum of 25% of its total assets in common
and preferred stocks, and 25% in other income producing convertible and debt
securities. The Fund may also invest up to 35% of its assets in debt securities
rated below investment grade.

The Fund emphasizes companies with market capitalizations above $500 million.

[bullet point icon]
RISK FACTORS: Convertible securities have the investment characteristics of
both equity and debt securities. Accordingly, the value of your investment will
fluctuate with movements in the stock and bond markets. The companies in which
the Fund invests may be subject to more volatile market movements than
securities of larger, more established companies. The value of the Fund's debt
securities will change as interest rates fluctuate: if rates go up, the values
of debt securities go down; if rates go down, the values of debt securities go
up. In addition, the lower-rated convertible securities in which the Fund may
invest are considered predominately speculative and are subject to greater
volatility and risk of loss than investment grade securities, particularly in
deteriorating economic periods. For further explanation, see "Risk Factors and
Special Considerations" starting on page 27.

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

[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below show the expenses of the Portfolio and its
corresponding Fund for the past year. Actual expenses may be more or less than
those shown.

- --------------------------------------------------------------------------------
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 None
redemption proceeds, whichever is lower)
- --------------------------------------------------------------------------------
Redemption fee None
- --------------------------------------------------------------------------------
Exchange fee None
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- --------------------------------------------------------------------------------
Management fees 0.75%
- --------------------------------------------------------------------------------
12b-1 expenses None
- --------------------------------------------------------------------------------
Other expenses (after expense deferral)(1) 0.25%
- --------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 1.00%
- --------------------------------------------------------------------------------

<PAGE>

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 1.37% and Other
expenses would have been .62% absent the deferral. See "Investment Adviser
Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

- ---------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------
$10 $32 $55 $122
- ---------------------------------------------------

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

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

FINANCIAL HIGHLIGHTS: The figures below have been audited by Ernst & Young
L.L.P. with respect to the fiscal years ended March 31, 1997. Please read in
conjunction with the Trust' 1997 Annual Report.

-------------------------------------------------------------
4/19/93 4/1/94 4/1/95 4/1/96
to to to to
3/31/94 3/31/95 3/31/96 3/31/97
- --------------------------------------------------------------------------------
PER SHARE
DATA:
- --------------------------------------------------------------------------------
Net asset
value
beginning
of period/ $12.50 $13.39 $11.86 $14.45
Income
from
investment
operations:
Net
investment 0.42 0.54 0.53 0.51
income
(deficit)
Net
realized
and
unrealized
gains 1.51
(losses) 2.12 (0.85) 2.59
on
securities
and
foreign
currency
- --------------------------------------------------------------------------------
Total from
investment
operations 2.54 (0.31) 3.12 2.02
Less
distributions:
Dividends
from net
investment
income (0.42) (0.54) (0.53) (0.52)
Distributions
from

<PAGE>

capital (1.23)* (0.68) - (0.98)
gains
- --------------------------------------------------------------------------------
Net asset $13.39 $11.86 $14.45 $14.97
value, end
of period
- --------------------------------------------------------------------------------
TOTAL 20.18% (2.02%) 26.69% 14.37%
RETURN+:
- --------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL
DATA: Net
Assets
($000), end $18,332 $12,506 $17,239 $18,344
of period
- --------------------------------------------------------------------------------
Ratio of
expenses
to average .99%* 1.00% 1.00% 1.00%
net assets,
after
expense
reimbursement+
- --------------------------------------------------------------------------------
Ratio of
expenses
to average 1.50%* 1.48% 1.53% 1.37%
net assets,
before
expense
reimbursement+
- --------------------------------------------------------------------------------
Ratio of
net
investment 3.36%* 4.28% 3.88% 3.43%
income
(deficit)
to average
net assets,
after
expense
reimburse-
ment+
- --------------------------------------------------------------------------------
Ratio of
net
investment 2.85%* 3.80% 3.34% 3.03%
income
(deficit)
to average
net assets,
before
expense
reimbursement++
- --------------------------------------------------------------------------------
Portfolio 177.52% 125.51% 144.97% 153.2%
turnover**
- --------------------------------------------------------------------------------
Average N/A N/A $0.0597 $0.0582
commission
rate
paid**
- --------------------------------------------------------------------------------

* Annualized

<PAGE>

** For the corresponding Fund of the Master Trust
+ Includes expenses allocated form Master Trust Fund

<PAGE>

BALANCED GROWTH INSTITUTIONAL
- --------------------------------------------------------------------------------

[bullet point icon]
INVESTMENT OBJECTIVE: A balance of long-term capital appreciation and current
income.

[bullet point icon]
INVESTMENT STRATEGY: The Fund's Investment Adviser actively manages a blended
Portfolio of equity and fixed income securities with an emphasis on the overall
total return. For the equity portion, the Investment Adviser focuses on a
"bottom-up" analysis that evaluates the financial condition and competitiveness
of individual companies. It primarily uses computer intensive systematic
disciplines to uncover "change at the margin" - positive business developments
that are not yet fully reflected in a company's stock price. The fixed income
portion is actively managed to take advantage of current interest rates and bond
market trends by varying the structure, duration and allocation of fixed income
investments from various business sectors.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund allocates about 60% of
its total assets (but no more than 70% and no less than 50%) to equity
securities, with an emphasis on companies with market capitalizations in excess
of $500 million, and about 40% of its total assets to debt securities issued by
corporations and the U.S. government, and its agencies and instrumentalities. A
portion of the Fund's total assets (less than 35%) may be invested in debt
securities rated below investment grade. The Fund may invest up to 20% of its
total assets in securities of foreign issuers. The Fund may also use options as
hedging techniques.

[bullet point icon]
PORTFOLIO MANAGEMENT: The Investment Adviser emphasizes a team approach to
portfolio management to maximize its overall effectiveness. For a complete list
of the portfolio team, see "Portfolio Teams on page 25.

[bullet point icon]
RISK FACTORS: As with any fund that invests in common stocks and debt
obligations, the value of your investment will fluctuate in response to
movements in the stock and bond markets. Equity securities of companies in
which the Fund invests may be more volatile than securities of larger, more
established companies. The value of the Fund's debt securities will change as
interest rates fluctuate: if rates go up, the value of debt securities fall; if
rates go down, the value of debt securities go up. Debt securities with longer
maturities tend to be more sensitive to interest rate movements than those with
shorter maturities. Lower-rated securities in which the Fund invests are
considered speculative and are subject to greater volatility and risk of loss
than investment grade securities, particularly in deteriorating economic
periods. For further explanation, see "Risk Factors and Special Considerations"
starting on page 27.

- --------------------------------------------------------------------------------
[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below show the expenses of the Portfolio and its
corresponding Fund for the past year. Actual expenses may be more or less
than those shown.

- --------------------------------------------------------------------------------
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 DEFERRAL)
- --------------------------------------------------------------------------------
Management fees 0.75%
- --------------------------------------------------------------------------------
12b-1 expenses None
- --------------------------------------------------------------------------------
Other expenses (after expense deferral)(1) 0.25%
- --------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 1.00%
- --------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 7.37% and Other
expenses would have been 6.62% absent the deferral. See "Investment
Adviser Compensation"

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvest all dividends
and the average annual return is 5%.

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

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

-----------------------------------------------------------
10/1/93 4/1/94 4/1/95 4/1/96
TO TO TO TO
3/31/94 3/31/95 3/31/96 3/31/97
- --------------------------------------------------------------------------------
PER SHARE $12.01
DATA:
- --------------------------------------------------------------------------------
Net asset
value,
beginning of
period / 12.50 $11.71 $12.01 $14.20
Income from
investment
operations:
Net
investment
income 0.08 0.22 0.37 0.36
(deficit)
Net realized
and
unrealized
gains 0.75
(losses) on (0.79) 0.30 2.19
securities
and foreign
currency
- --------------------------------------------------------------------------------
Total from
investment
operations (0.71) 0.52 2.56 1.11
Less
distributions:
Dividends
from net (0.08) (0.22) (0.37) (0.33)
investment
income
Distributions
from --- --- -- (1.04)
capital
gains
- --------------------------------------------------------------------------------
Net asset $11.71 $12.01 $14.20 $13.94
value, end of
period
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
TOTAL (5.66%) 4.56% 21.45% 7.46%
RETURN+:
- --------------------------------------------------------------------------------
RATIOS/SUPPLE
MENTAL $143 $284 $625 $710
DATA:
Net
Assets
($000), end
of period
- --------------------------------------------------------------------------------
Ratio of
expenses to
average net 0.99%* 1.00% 1.00% 1.00%
assets, after
expense
reimburse-
ment +
- --------------------------------------------------------------------------------
Ratio of
expenses to
average net 43.16%* 20.66% 9.90% 7.37%
assets,
before
expense
reimburse-
ment +
- --------------------------------------------------------------------------------
Ratio of net
investment
income 1.59%* 2.06% 2.74% 2.49%
(deficit) to
average net
assets, after
expense
reimburse-
ment +
- --------------------------------------------------------------------------------
Ratio of net
investment
income (40.58%) (17.60%) (5.74%) (3.63%)
(deficit) to
average net
assets,
before
expense
reimburse-
ment +
- --------------------------------------------------------------------------------
Portfolio 85.43% 110.40% 197.19% 212.95%
turnover**
- --------------------------------------------------------------------------------
Average N/A N/A $0.0594 0.0586
commission
rate paid**
- --------------------------------------------------------------------------------

* Annualized
** For the corresponding Fund of the Master Trust
+ Includes expenses allocated form Master Trust Fund

REINSTATEMENT PRIVILEGE If you sell shares of a Portfolio, you may invest some
or all of the proceeds in the same Portfolio within 90 days without a sales
charge. If you paid a CDSC when you sold your shares, you will be credited with
the amount of the CDSC. All accounts involved must have the same registration.

TO UTILIZE: CONTACT YOUR FINANCIAL REPRESENTATIVE OR NICHOLAS-APPLEGATE MUTUAL
FUNDS..

NET ASSET VALUE PURCHASES Shares of a Series A

<PAGE>

Portfolio may be sold at net asset value to:

(1) current or retired directors, trustees, partners, officers and employees of
the Trust, the Master Trust, the Distributor, the Investment Adviser and its
general

(NOTE: "SIMPLIFIED ACCOUNT INFORMATION" SECTION COMES BEFORE "YOUR ACCOUNT"
SECTION IN FINAL DOCUMENT)

YOUR ACCOUNT
TRANSACTION POLICIES

PURCHASE OF SHARES. Shares are offered at net asset value without a sales
charge to various institutions and certain asset allocation programs, and
employees and former partners of the Investment Adviser. The minimum initial
investment is $250,000, and the minimum subsequent investment to $10,000. The
Distributor may waive these minimums from time to time.

VALUATION OF SHARES The net asset value per share (NAV) for each Portfolio is
determined each business day at the close of regular trading on the New York
Stock Exchange (usually 4 p.m. Eastern Time) by dividing a Portfolio's net
assets by the number of its shares outstanding.

SHAREHOLDER INQUIRIES Shareholder inquiries should be addressed to the Trust,
c/o the Trust's transfer agent,

State Street Bank and Trust Company,
Attention: Nicholas-Applegate Mutual Funds,
P.O. Box 8326,
Boston, MA 02266-8326.

Telephone inquiries can be made by calling 1-800-551-8043

<PAGE>

or, from outside the U.S. 1-617-774-5000 (collect).

The services referred to above may be terminated or modified at any time upon 60
days' written notice to shareholders. Shareholders seeking to add to, change or
cancel their selection of available services should contact the Transfer Agent
at the address and telephone number provided above.

DIVIDENDS AND ACCOUNT POLICIES

RETIREMENT PLANS You may invest in each Portfolio through various retirement
plans, including IRAs, Simplified Employee Plan (SEP) IRAs, 403(b) plans, 457
plans, and all qualified retirement plans. For further information about any of
the plans, agreements, applications and annual fees, contact the Distributor,
your financial representative or plan sponsor. To determine which retirement
plan is appropriate for you, consult your tax adviser.

Every year you will also receive, if applicable, a Form 1099 tax information
statement, mailed by January 31.

DIVIDENDS The Portfolios generally distribute most or all of their net earnings
in the form of dividends. The Large Cap, Core Growth, Value and Emerging Growth
Portfolios declare and pay annual dividends of net investment income. The
Income & Growth and Balanced Growth Portfolios declare and pay quarterly
dividends of net investment income. Any net capital gains are distributed
annually.

DIVIDEND REINVESTMENTS If you choose this option, or if you do not indicate any
choice, your dividends will be reinvested on the ex-dividend date.
Alternatively, you can choose to have a check for your dividends mailed to you.

TAXABILITY OF DIVIDENDS As long as a Portfolio meets the requirements for being
a tax-qualified regulated investment company, which each Portfolio has in the
past and intends to in the future, it pays no federal income tax on the earnings
it distributes to shareholders.

Consequently, dividends you receive from a Portfolio, whether reinvested or
taken as cash, are generally considered taxable. Dividends from a Portfolio's
long-term capital gains are taxable as capital gains; dividends from other
sources are generally taxable as ordinary income.

The Form 1099 that is mailed to you details your dividends and their federal tax
category, although you should verify your tax liability with your tax
professional.

TAXABILITY OF TRANSACTIONS Any time you sell or exchange shares, it is
considered a taxable event for you. Depending on the purchase price and the
sale price of the shares you sell or exchange, you may have a gain or a loss on
the transaction. You are responsible for any tax liabilities generated by your
transactions.

SMALL ACCOUNTS (NON-RETIREMENT ONLY) If you draw down a non-retirement account
so that its total value is less than $10,000, you may be asked to purchase more
shares within 60 days. If you do not take action, the Portfolio may close out
your account and mail you the proceeds. Your account will not be closed if its
drop in value is due to Fund performance.

AUTOMATIC WITHDRAWALS You may make automatic withdrawals from a Portfolio of
$250 or more on a monthly or quarterly basis if you have an account of $15,000
or more in the Portfolio. Withdrawal proceeds will normally be received prior
to the end of the month or quarter. See the account application for further
information.

AUTOMATIC INVESTMENT PLAN You may make regular monthly or quarterly investments
in each Portfolio through automatic withdrawals of specified amounts from your
bank account once an automatic investment plan is established. See the account
application for further details about this service or call the Transfer Agent at
1-800-551-8043.

<PAGE>

-----------------------------------------------------------------------------------------------
OPENING AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
This is the minimum initial $250,000
investment
- ----------------------------------------------------------------------------------------------------------------------------------
Use this type of application New Account Form
(Non-Retirement)
- ----------------------------------------------------------------------------------------------------------------------------------
Before completing the Each Portfolio offers a variety of features, which are described in the "Your Account" section of
application this prospectus. Please read this section before completing the application.
- ----------------------------------------------------------------------------------------------------------------------------------
Completing the application If you need assistance, contact your financial representative,
or call the Trust.
- ----------------------------------------------------------------------------------------------------------------------------------
If you are sending money by Mail application and check, payable to: NICHOLAS-APPLEGATE MUTUAL FUNDS,
CHECK PO BOX 8326, BOSTON, MA 02266-8326. The Trust WILL NOT accept third-party checks.
- ----------------------------------------------------------------------------------------------------------------------------------
If you are sending money by Please read the bank wire or ACH section under the "Buying Shares" section below.
BANK WIRE or ACH You will need to obtain an account number with the Trust by sending a completed application to:
NICHOLAS-APPLEGATE MUTUAL FUNDS, PO BOX 8326, BOSTON, MA 02266 8326.
To receive your account number, call either your financial representative or the Trust at
(800)551-8043.
- ----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
BUYING SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
This is the minimum $10,000
additional investment
- ----------------------------------------------------------------------------------------------------------------------------------
The price you will receive The Trust is open on days that the New York Stock Exchange is open.
All transactions received in good order before the market closes receive that day's price.
- ----------------------------------------------------------------------------------------------------------------------------------
If you are sending money by Instruct your bank to wire the amount you wish to invest to:
BANK WIRE STATE STREET BANK & TRUST CO. - ABA #011000028
DDA #9904-645-0
STATE STREET BOS, ATTN: MUTUAL FUNDS
CREDIT: NICHOLAS-APPLEGATE [PORTFOLIO NAME], [YOUR NAME], [ACCOUNT NAME]
- ----------------------------------------------------------------------------------------------------------------------------------
If you are sending money by Call your bank to ensure (1) that your bank supports ACH, and (2) this feature is active on your
ACH bank account. To establish this option, either complete the appropriate sections when opening an
account, or contact your financial representative or the Trust at (800) 551-8043 for further
information.
To initiate an ACH purchase, call the Trust at (800)551-8043.
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

(Note: Exchanging shares appears after Signature Guarantees in the layout)

-----------------------------------------------------------------------------------------------
EXCHANGING SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
This is the minimum exchange $250,000
amount to open a new account
- ----------------------------------------------------------------------------------------------------------------------------------
The price you The Trust is open on days that the New York Stock Exchange is open.
will receive All transactions received in good order before the market closes receive that day's price.
- ----------------------------------------------------------------------------------------------------------------------------------
Things you should The exchange must be to qualified Portfolio and in an account with the same registration.
know If opening an account as part of an exchange, you must obtain and read the prospectus.
If you intend to keep money in the Portfolio you are exchanging from, make sure that you leave an
amount equal or greater that the Portfolio's minimum account size (see the "Opening an Account"
section).
To protect other investors, the Trust may limit the number of exchanges you can make.
- ----------------------------------------------------------------------------------------------------------------------------------
How to request an exchange Either contact your financial representative, or call the Trust at (800) 551-8043.
by PHONE The Trust will accept a request by phone if this feature was previously established on your account.
See the "Your Account" section for further information.
- ----------------------------------------------------------------------------------------------------------------------------------
How to request an exchange Please put your exchange request in writing, including: the name on the account, the name of the
by MAIL Portfolio and the account number you are exchanging from, the shares or dollar amount you wish to
exchange, and the Portfolio you wish to exchange to. Mail this request to: PO BOX 8326, BOSTON, MA
02266 8326.
- ----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
SELLING OR REDEEMING SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
IN WRITING BY PHONE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Certain requests may require a SIGNATURE Selling shares by phone is a service option
Things you GUARANTEE. See that section below for further which must be established on your account
should know information. You may sell up to the full account prior to making a request. See the "Your
value. Account" section, or contact your financial
representative or the Trust at (800) 551-8043
for further information.
The maximum amount which may be requested by
phone, regardless of account size, is $50,000.
Amounts greater than that must be requested in
writing. I you wish to receive your monies by
bank wire, the minimum request is $,5000.
----------------------------------------------------------------------------------------------------
If you purchased shares through a financial representative or a plan administrator/sponsor,
you should call them regarding the most efficient way to sell shares.
If you bought shares recently by check, they may not be available to be sold for up to
15 calendar days from the date of purchase.
Sales by a corporation, trust or fiduciary may have special requirements.
Please call your financial representative or the Trust for further information.
- ----------------------------------------------------------------------------------------------------------------------------------
The price you The Trust is open on days that the New York Stock Exchange is open.
will receive All transactions received in good order before the market closes receive that day's price.
- ----------------------------------------------------------------------------------------------------------------------------------
If you want to receive your Please put your request in writing including: the Either contact your financial representative or
monies by BANK WIRE name of the account owners, account number and call the Trust at (800) 551-8043.
Portfolio you are redeeming from, the share or The proceeds will be sent to the existing bank
dollar amount you wish to sell, signed by all wire address listed on the account.
account owners. Mail this request to:
NICHOLAS-APPLEGATE MUTUAL FUNDS,
PO BOX 8326, BOSTON, MA 02266-8326.
The check will be sent to the existing bank wire
address listed on the account.
- ----------------------------------------------------------------------------------------------------------------------------------
If you want to receive your Please call the Trust at (800) 551-8043. Either contact your financial representative or
monies by ACH call the Trust at (800) 551-8043.
The proceeds will be sent to the existing ACH
instructions on the account and will generally be
received at your bank two business days after
your request is received.
- ----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
SIGNATURE GUARANTEES
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
A definition A signature guarantee is required of a financial institution to verify the authenticity of an
individual's signature. It can usually be obtained from a broker, commercial or savings bank or
credit union.
- ----------------------------------------------------------------------------------------------------------------------------------
When do you need one A signature guarantee is needed when making a written request for the following reasons:
1. When selling more than $50,000 work of shares;
2. When you want a check or bank wire sent to a name or address that is not currently listed on the
account;
3. To sell shares from an account controlled by a corporation, partnership, trust or fiduciary; or
4. If your address was changed within the last 60 days.
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

ORGANIZATION AND MANAGEMENT

MASTER/FEEDER STRUCTURE

The Portfolios are series of shares of Nicholas-Applegate Mutual Funds (the
"Trust"). Unlike other mutual funds that acquire their securities directly, the
Portfolios invest their assets in the Funds, which are series of Nicholas-
Applegate Investment Trust (the "Trust"). This two-tier structure is known as a
"master/ feeder" structure. One to five Portfolios, or feeder funds, each
designated A, B, C, I or Q invest in each Fund. (For example a Portfolio
seeking capital appreciation by investing in securities of issuers located in
countries with emerging securities markets invests in the Emerging Countries
Fund.) The major variations among the Portfolios that invest in the same Fund
are sales charges, expenses, and investment minimums. The Board of Trustees
believes that the aggregate per share expenses of the Portfolio are no greater
than the expenses that a Portfolio would incur if it retained the services of
an investment adviser and invested assets directly into the types of securities
held by the Fund. You can obtain more information about the A, B, C and I
Portfolios from your investment representative, or from Nicholas-Applegate
Securities at telephone (800) 551-8643.

A Board of Trustees supervises the overall activities of each Trust. The Board
selects an investment adviser, an administrator and a custodian for the Fund.
The Board has the right to terminate these relationships and retain a different
company if it believes it is in the best interests of the Master Trust.

A separate Board of Trustees supervises the overall activities of the Trust.
It selects the master fund in which to invest, a distributor to market its
shares to investors, a transfer agent, administrators and others to provide
services. Individual investors purchase shares of the Portfolios through
financial intermediaries or directly from the Trust.

Each Portfolio may withdraw its investment from the corresponding Fund at any
time if the Board determines that it is in the best interests of the
shareholders and only with approval of the Portfolio's shareholders. In that
event, the Board of Trustees would consider alternative arrangements, such as
investing a Portfolio's assets in another investment company with the same
investment objectives as the Portfolio or hiring an investment manager to invest
the assets in accordance with the Portfolio's investment policies.

A Portfolio may also be liquidated at any time. The net proceeds of any
liquidation will be distribute to all shareholders in proportion to their
respective holdings.

Whenever a Portfolio is requested to vote, as shareholder, on a matter
pertaining to the corresponding Fund, the Portfolio will hold a meeting of its
shareholders so that shareholders can provide instructions. The Portfolio will
in turn vote in the same proportion as directed by the shareholders. Approval
of changes in a Fund's investment objective, policies, and limitations by a
majority of the Portfolios may require a non-assenting Portfolio to withdraw its
investment in the Fund.

<PAGE>

MASTER FEEDER STRUCTURE

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

SHAREHOLDERS

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

|
|
|
| BUY SHARES IN
\/
-----------------------

PORTFOLIOS
OF
NICHOLAS-APPLEGATE MUTUAL
FUNDS

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

|
| INVEST IN
|
|
\/
-----------------------

MASTER FUNDS
OF
NICHOLAS-APPLEGATE INVESTMENT
TRUST

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

|
| INVEST IN
|
|
\/
------------------------

STOCKS, BONDS & OTHER
SECURITIES

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

<PAGE>

INVESTMENT ADVISER COMPENSATION. Each Master Fund pays the Investment Adviser a
fee pursuant to an investment advisory agreement. The Mini Cap Funds pays at the
annual rate of 1.25% of net assets. The Emerging Growth Fund pays at the annual
rate of 1.00% of net assets. The Large Cap Growth, Core Growth, Value, Income &
Growth, and Balanced Growth Funds pay at the annual rate of 0.75% of the first
$500 million of the Fund's net assets, 0.675% of the next $500 million of net
assets, and 0.65% of net assets in excess of $1 billion.

The Investment Adviser has agreed to waive or defer its management fees payable
by the Funds, and to absorb other operating expenses of the Funds and the
Portfolios, so that the expenses for each Portfolio will not exceed the
following expense ratios on an annual basis through March 31, 1998: Income &
Growth, Balanced Growth, Large Cap, Value and Core Growth Portfolios - 1.00%;
Emerging Growth Portfolio - 1.17%; and Mini Cap Portfolio - 1.56%. Each
Portfolio will reimburse the Investment Adviser for fees deferred or other
expenses paid pursuant to this Agreement in later years in which operating
expenses for the Portfolio are less than the percentage limitation set forth
above for any such year.

ADMINISTRATOR COMPENSATION. The Funds and the Portfolios pay administrative
fees for administrative personnel and services (including certain legal and
financial reporting services). Each Portfolio pays Nicholas-Applegate Capital
Management an annual fee of .10% of net assets. Each Portfolio pays Investment
Company Administration Corporation (ICAC) an annual fee of $5,000 - $35,000. In
addition, each Fund pays ICAC a fee at an annual rate equal to 0.15% of average
net assets.

DISTRIBUTOR:
Nicholas-Applegate Securities
600 West Broadway, 30th Floor
San Diego, California 92101
(800) 551-8045

PORTFOLIO TRADES. The Investment Adviser is responsible for the Funds'
portfolio transactions. In placing portfolio trades, the Investment Adviser may
use brokerage firms that sell shares of the Portfolios or that provide research
services to the Funds, but only when the Investment Adviser believes no other
firm offers a better combination of quality execution (i.e., timeliness and
completeness) and favorable price. The Investment Adviser expects high annual
portfolio turnover up to 200%. This is generally higher than other funds and
will result in the Funds incurring higher brokerage costs.

INVESTMENT OBJECTIVE. Each Fund's and each Portfolio's investment objective is
fundamental and may only be changed with shareholder approval.

DIVERSIFICATION. All the Funds are diversified.

<PAGE>

PORTFOLIO TEAMS

EQUITY MANAGEMENT

John C. Marshall Jr., Partner
Chief Investment Officer - Institutional Equity Management
Joined firm in 1989; 8 years prior investment experience with Pacific Century
Advisers; San Diego Trust & Savings Bank; Howard, Weil, Labouisse, Friedrichs
Inc.
M.B.A. and B.B.A. - Southern Methodist University
Catherine Comhegyi appears here in layout,
Andrew B. Gallagher
Portfolio Manager
Joined firm in 1992; 7 years prior investment experience with Pacific Century
Advisors and Sentinel Asset Management, Inc.
M.B.A. - San Diego State University; B.A. - University of California, Irvine

Thomas J. Sullivan
Portfolio Manager
Joined firm in 1994; 2 years prior investment experience with Donaldson,
Lufkin & Jenrette Securities Corp.
B.S. - Rochester Institute of Technology

Maren Lindstrom
Portfolio Manager
Joined firm in 1994; 5 years prior investment experience with Societe Generale;
Banque D'Orsay; and Prudential Asset Management
M.B.A. - University of California, Los Angeles; B.A. - University of Michigan

Catherine Somhegyi, Partner
Chief Investment Officer
Joined firm 1987.
M.B.A. and B.S. - University of Southern
California

Thomas E. Bleakley
Portfolio Manager
Joined firm in 1995; 3 years prior investment experience with Twentieth Century
Investors and Dell Computer Corporation
M.B.A. - University of Texas; B.S. - Boston University

Ronald J. Krystyniak CFA
Portfolio Manager
Joined firm in 1996; 7 years prior experience with Pilgrim Baxter & Associates
and Peterson Consulting & Company
B.S. - Syracuse University

John C. McCraw
Portfolio Manager
Joined firm in 1992; prior experience with Nations
Bank
M.B.A. - University of California, Irvine; B.A. - Flagler College

MARK W. STUCKELMAN
PORTFOLIO MANAGER, U.S SYSTEMATIC
Joined firm in 1995; Five years prior investment experience with Wells Fargo
Bank Investment Management Group; Fidelity Management Trust Co.; and BARRA
M.B.A. - University of Pennsylvania/Wharton School; B.A. - University of
California, Berkeley
Value

Larry Speidell, CFA, Partner
John J. Kane, Partner
James E. Kellerman, Partner
Malcom S. Day
Susan Malone

Core Growth

Core Growth
Income and Growth

Emerging Growth
Mini Cap

Mini Cap
Emerging Growth

<PAGE>

Mini Cap
Emerging Growth

<PAGE>

Sandra K. Durn
Portfolio Manager
Joined firm in 1994; prior experience
at Science Solutions, Inc. and San Diego State
University, economics department
M.A. - San Diego State University; B.A. - University of Maryland

FIXED INCOME

Fred S. Robertson, III Partner,
Chief Investment Officer - Fixed Income
Joined firm in 1995; 7 years prior investment experience
with Criterion Investment Management Company;
5 years prior investment experience with DuPont
Chemical Pension Fund
M.B.A. - College of William and
Mary; B.S. - Cornell University

Income and Growth

Balanced Growth

<PAGE>

RISK FACTORS AND SPECIAL CONSIDERATIONS
- --------------------------------------------------------------------------------
MUTUAL FUND CONSIDERATIONS IN GENERAL

Prospective investors should know that any mutual fund investment is subject to
normal market fluctuations and other risks inherent in investing in securities.
There can be no assurance that your investment will increase in value. The
value of your investment will go up and down depending upon market forces and
you may not recoup your original investment. You should consider an investment
in any of the Portfolios as a long-term investment.

THE FUNDS' INVESTMENTS

CONVERTIBLE SECURITIES.
Each Fund may invest in convertible securities. A convertible security is a
fixed income equity security that may be converted into a prescribed amount of
common stock at a specified formula. A convertible security entitles the owner
to receive interest until the security matures or is converted. Convertibles
have several unique investment characteristics such as: (a) higher yields than
common stocks but lower yields than straight debt securities; (b) lesser degree
of fluctuation in value than the underlying stock since they have fixed income
characteristics; and (c) potential for capital appreciation if the market price
of the underlying security increases.

Each Fund, except Balanced Growth and Income & Growth,
will purchase debt obligations only if they are deemed investment grade -- that
is, they carry a rating of at least BAA from Moody's or BBB from Standard and
Poor's, or comparable rating from another rating agency or, if not rated by an
agency, determined by the Investment Adviser to be of comparable quality. Bonds
rated BBB or Baa may have speculative characteristics and changes in economic
circumstances are more likely to lead to a weakened capacity to make interest
and principal payments than higher rated bonds. The Funds (except Balanced
Growth and Income & Growth) intend to dispose, in an orderly manner, of any
security which is downgraded below investment grade.

LOWER RATED SECURITIES CONSIDERATIONS.
The Balanced Growth Fund and the Income & Growth Fund may invest in debt and
Convertible securities that are not in the four highest rating categories but
will in no event purchase securities rated below "C" or equivalent. A
description of these rating categories is contained in the Statement of
Additional Information.

Lower-rated debt securities, commonly referred to as "junk bonds", and
convertible securities will usually offer higher yields than higher-rated
securities because of reduced creditworthiness and increased risk of default.
Lower-rated or unrated debt obligations are more likely to react to
developments affecting market and credit risks than are the more highly rated
securities, which reach primarily to movements in the general level of
interest rates. In the past, economic downturns or

increases in interest rates have caused a higher incidence of default by the
issuers of lower-rated securities.

In some cases such obligations may be highly speculative and may have poor

<PAGE>

prospects for reaching investment grade. To the extent that the issuer
defaults, the Fund may incur additional expenses in order to enforce its
rights or to participate in a restructuring of the obligation. In addition
the prices of lower quality securities generally tend to be more volatile and
the market less liquid than those of investment grade securities.
Consequently, the Funds may at times experience difficulty in liquidating
their investments at the desired time and price.

In purchasing such securities, the Investment Adviser will rely on its
analysis, judgment and experience in evaluating the creditworthiness of the
issuer. The Investment Adviser will consider, among other things, the
issuer's financial resources, its operating history its sensitivity to
economic conditions and trends, the quality of issuer's management and
regulatory matters.

As of the fiscal years ended March 31, 1997, the Balanced Growth Fund owned as a
percentage of its total value, lower-rated debt securities in the following
amounts: BB - 11.68%; B -10.37%; CCC - 1.83%. The Income & Growth Fund owned
no debt securities rated below investment grade.

FOREIGN SECURITIES.
Foreign securities generally will not be registered with the SEC and subject to
its reporting requirements. Accordingly, information about the issuer will not
be as publicly available as it may be for U.S. issuers. Additionally, these
companies are not subject to the same accounting standards or to practices and
requirements comparable to those in the U.S. The Funds will not invest in
securities denominated in a foreign currency unless, at the time of investment,
the Investment Adviser considers such currency to be fully exchangeable into
U.S. dollars without significant legal restrictions.

INVESTMENT COMPANY SECURITIES.
Each Fund may invest up to 10% of its total assets in the shares of other
investment companies. The Funds may invest in money market mutual funds in
connection with the management of their daily cash positions. The Funds may
also make indirect foreign investments through other investment companies that
have comparable investment objectives and policies to the Funds. In addition to
the advisory and operational fees each Fund bears directly in connection with
its own operation, the Funds would also bear their pro rata portions of each
other investment company's advisory and operational expenses.

ILLIQUID SECURITIES.
Each Fund may invest up to 15% of its net assets in securities that are
considered illiquid. An illiquid investment is generally an investment that is
not registered in the under U.S. securities laws, cannot be offered for public
sale in the U.S. without first being registered under U.S. securities laws, or
cannot be disposed of within seven days in the normal course of business at
approximately the amount at which the Fund values it. Limitations on resale may
adversely affect the marketability of illiquid securities and the Fund may not
be able to dispose of these securities at the desired time and price. A Fund
may bear additional expenses if it has to register these securities under U.S.
securities laws before being resold.

THE FUNDS' INVESTMENT TECHNIQUES

REPURCHASE AGREEMENTS.
Each Fund may enter into repurchase agreements, meaning the purchase by the
Fund of a security that seller has agreed to buy back, usually within one to
seven days. The seller's promise to repurchase the security is fully
collateralized by securities equal in value to 102% of the purchase price,
including accrued interest. If the seller defaults and the collateral value
declines, the Fund might incur a loss. If the seller declares bankruptcy,
the Fund may not be able to sell the collateral at the desired time. The
Funds enter into these agreements only with brokers, dealers or banks that
meet credit quality standards established by the Board of Trustees of the
Master Trust.

SHORT SALES.
The Core Growth, Value Emerging Growth and Mini Cap Funds may maintain short
positions in securities. A "short sale" is the sale by the Fund of a
security which has been borrowed from a third party on the expectation that
the market price will drop. If the price of the security drops, the Fund
will make a profit by purchasing the security in the open market at a lower
price than at which it sold the security. If the price of the security
rises, the Fund may

<PAGE>

have to cover its short position at a higher price than the short sale price,
resulting in a loss. A short sale can be covered or uncovered. In a covered
short sale, the Fund either (1) borrows and sells securities it already owns
(also known as a short sale "against the box"), or (2) deposits in a
segregated account cash, U.S. government securities, or other liquid
securities in an amount equal to the difference between the market value of
the securities and the short sale price. Use of uncovered short sales is a
speculative investment technique and has potentially unlimited risk.
Accordingly, a Fund will not make uncovered short sales in an amount
exceeding the lesser of 2% of the Fund's net assets or 2% of the securities
of such class of the issuer. The Board of Trustees has determined that no
Fund will make short sales if to do so would create liabilities or require
collateral deposits of more than 25% of the Fund's total assets.

FOREIGN CURRENCY TRANSACTIONS
To the extent a Fund invests in foreign securities, it may enter into foreign
currency transactions either on a spot or cash basis at prevailing rates or
through forward foreign currency exchange contracts in order to have the
necessary currencies to settle transactions. Each Fund may also enter into
foreign currency transactions to protect Fund assets against adverse changes
in foreign currency exchange rates. Such efforts could limit potential gains
that might result from a relative increase in the value of such currencies,
and might, in certain cases, result in losses to a Fund.

FUTURES AND OPTIONS ON
FUTURES
The Funds (except Balanced Growth) may enter into futures contracts, or options
thereon, involving foreign currency, interest rates, securities and securities
indices, for hedging purposes only.

As a general rule, no Fund will purchase or sell futures if, immediately
thereafter, more than 25% of its net assets would be hedged.

It is not certain that a secondary market for positions in futures contracts or
for options will exist at all times. Although the Investment Adviser will
consider liquidity before entering into these transactions, there is no
assurance that a liquid secondary market will exist for these instruments.

<PAGE>

NEW ACCOUNT FORM (NON-IRA)
DOMESTIC INSTITUTIONAL PORTFOLIOS

(FOR AN IRA ACCOUNT APPLICATION, CALL 800-551-8043

MAIL TO:
Nicholas|Applegate Mutual Funds
PO Box 8326
Boston, MA 02266-8326

1. YOUR ACCOUNT REGISTRATION

/ / INDIVIDUAL OR JOINT ACCOUNT

- --------------------------------------------------------------------------------
First Name Middle Initial Last Name

- -
- ----- ----- ------
Social Security Number

- --------------------------------------------------------------------------------
Joint Tenant (if any) Middle Initial Last Name

- -
- ----- ----- ------
Social Security Number

/ / GIFT OR TRANSFER TO MINOR (UGMA/UTMA)

- --------------------------------------------------------------------------------
Custodian's First Name (only one) Middle Initial

- -----------------------------------------------
Last Name Social Security Number

- --------------------------------------------------------------------------------
Minor's First Name (only one) Middle Initial Last Name

- --------------------------------------------------------------------------------
Minor's State of Residence Minor's Date of Birth Minor's Social Security
Number

/ / TRUST, CORPORATION, PARTNERSHIP, OR OTHER ENTITY (CORPORATE RESOLUTION
REQUIRED)

Name of Trust, Corporation or Other Entity

Trustee Name(s) or Type of Entity Date of Trust Agreement

Name of Beneficiary (optional) Taxpayer Identification Number

2. YOUR ADDRESS

Do you have any other identically registered Nicholas|Applegate accounts?
/ / Yes / / No

Citizenship:
/ / U.S. / / Resident Alien / / Non-resident Alien
-----------------------------
specify country(if not U.S.)

- -------------------------------------------------
Street Address or PO Box Number Apartment Number

- --------------------------------------------------
City State Zip

( )
- --------------------------------------------------
Area Code Home Phone

( )
- --------------------------------------------------
Area Code Business Phone

3. YOUR INVESTMENT
- - Please select your fund choices and appropriate share class
- - See prospectus for investment minimums.

CLASS AMOUNT
- --------------------------------------------------------------------------------
Mini Cap Growth I(753)/ / $
- --------------------------------------------------------------------------------
Emerging Growth I(359)/ / $
- --------------------------------------------------------------------------------
Core Growth I(371)/ / $
- --------------------------------------------------------------------------------
Large Cap Growth I(181)/ / $
- --------------------------------------------------------------------------------
Balanced Growth I(373)/ / $
- --------------------------------------------------------------------------------
Income & Growth I(372)/ / $
- --------------------------------------------------------------------------------
Value I(378)/ / $
- --------------------------------------------------------------------------------
Other $
- --------------------------------------------------------------------------------
Total $
- --------------------------------------------------------------------------------

4. YOUR METHOD OF PAYMENT

/ / By Check: Payable to Nicholas|Applegate Mutual Funds
(third party checks will not be accepted)

/ / By Wire: Please call 1-800-551-8043 for your account number

/ / By Exchange: Portfolio from which you are exchanging

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

/ / By Confirm Trade Order: Trade Order #-----------------------

5. YOUR DIVIDEND AND CAPITAL GAIN PAYMENT OPTIONS

<PAGE>

Distributions will automatically be reinvested in additional shares or your
Fund(s) unless you check the box(es) below.

DIVIDENDS (check one) / / Reinvest / / Cash
Capital Gains (check one)/ / Reinvest / / Cash

/ / Cross Fund Reinvest ment + (optional) --Reinvest all dividends and capital
gains into an existing account in anothert Nicholas-Applegate Portfolio.

From (Portfolio Name) To (Portfolio Name)

+ Must be same account type and class of shares. Mnust be a $5,000 minimum
account value for this service.

SERVICE OPTIONS

6. TELEPHONE REDEMPTIONS AND EXCHANGES

This allows you to use the telephone to redeem or exchange shares, unless you
check to box below.

Redemptions will be made payable to the registered owners(s) and mailed to the
address of record. Maximum redemption by telephone is $50,000.

/ / I do not want telephone redemption privilege.

/ / I do not want telephone exchange privilege.

7. SYSTEMATIC INVESTMENT- TO MY MUTUAL FUND ACCOUNT VIA ACH

/ / Check this box to invest on a regular basis from your bank account. Please
complete "Checking Account Invormation" (Section 10).

Fund Name Amount ($50 minimum) Day*
Monthly Quarterly (Jan/April/July/Oct)

* IF YOU DO NOT PROVIDE A DATE, THEN IT WILL BE THE 15TH OF THE MONTH.

8. SYSTEMATIC EXCHANGES-FROM ONE NICHOLAS-APPLEGATE MUTUAL FUND ACCOUNT TO
ANOTHER.

/ / Check this box to exchange on a regular basis from one Nicholas-Applegate
account to another. (MUST BE SAME SHARE CLASS AND REGISTRATION.)

From:

Fund Name Amount ($50 MINIMUM, $5,000 MINIMUM ACCOUNT
VALUE) Day* Monthly

Quarterly (Jan/April/July/Oct)

Account Number (IF KNOWN)

To:

Fund Name Amount ($50 MINIMUM, $5,000 MINIMUM ACCOUNT
VALUE) Day* Monthly

Quarterly (Jan/April/July/Oct)

Account Number (IF KNOWN)

*IF YOU DO NOT PROVIDE A DATE, THEN IT WILL DEFAULT TO THE 15TH OF THE MONTH.

9. SYSTEMATIC WITHDRAWAL-FROM MY MUTUAL FUND ACCOUNT VIA ACH OR CHECK

/ / Check this box to withdraw on a regular basis from my muitual fund account.
Please complete "Checking Account Information" below (SECTION 10).

BY ACH TO MY BANK ACCOUNT

Fund Name Amount ($50 minumum, $5,000 min. account value) Day* Monthly
Quarterly (Jan/April/July/Oct)

<PAGE>

BY CHECK (DO NOT NEED TO COMPLETE SECTION 11)

Fund Name Amount ($50 minumum, $5,000 min. account value) Day* 15
Monthly Quarterly (Jan/April/July/Oct)

SEND PROCEEDS TO:
/ / Address of record
/ / Special Payee (LIST BELOW)

First Name Middle Initial Last Name
Address City State Zip

* IF YOU DO NOT PROVIDE A DATE, THEN IT WILL DEFAULT TO THE 15TH OF THE MONTH.

10. CHECKING ACCOUNT INFORMATION - FOR ACH OR REDEMPTIONS BY WIRE

Must be completed for Sections 7 and 9. PLEASE ATTACH A VOIDED CHECK OR DEPOSIT
SLIP.

Name of Institution

Address City State Zip

Bank ABA Number Bank Account Number

Any joint owner of your bank account who is NOT a joint owner of your
portfolio account(s) must sign above.

11. DUPLICATE STATEMENTS

/ / I wish to have a duplicate statement sent to the interested party listed
below.

Name of interested party

Address City State Zip

(SEE REVERSE)

12 SIGNATURES

BY SIGNING THIS NEW ACCOUNT FORM BELOW, I ASSURE THAT:

- - I am of legal age in my state and have the authority and legal capacity to
purchase mutual fund shares.

- - I understand that neither the fund(s) nor the distributor,
Nicholas-Applegate Securities, is a bank and that fund shares are not
obligations of or guaranteed by any bank or insured by the FDIC.

- - I understand that mutual funds involve risks, including possible loss of
principal.

I CERTIFY, UNDER PENALTIES OF PERJURY, THAT:

2. / / I am NOT currently subject to IRS Backup Withholding because (a) I
have not been notified of it or (b) notification has been revoked.

/ / I am currently subject to IRS Backup Withholding.

- --------------------------------------------------------------------------------
Shareowner, Custodian, Trustee or Authorized Officer

- --------------------------------------------------------------------------------
Joint Qwner, Custodian, Trustee or Authorized Officer

<PAGE>

FOR MORE INFORMATION

Two documents are available
that offer further information
on the Nicholas/Applegate
Mutual Funds:

ANNUAL/SEMI-ANNUAL
REPORTS TO SHAREHOLDERS
Includes financial statements,
detailed performance
information, portfolio holdings,
a statement from portfolio
management and the auditor's
report.

STATEMENT OF
ADDITIONAL
INFORMATION (SAI)

The SAI contains more detailed
information on all aspects of the
Portfolios.

A current SAI has been filed
with the Securities and
Exchange Commission
and is incorporated by reference
into this prospectus.

To request a free copy of the
current annual/semi-annual
report or SAI , please call or
write:

Nicholas Applegate Mutual
Funds
P.O. Box 82169
San Diego, CA 92138-2169
Telephone: (800) 551-8643

NICHOLAS | APPLEGATE

600 West Broadway
San Diego California 92101
800 - 551 - 8045
Nicholas-Applegate Securities
Distributor

<PAGE>

NICHOLAS | APPLEGATE-REGISTERED TRADEMARK-
MUTUAL FUNDS

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

PROSPECTUS

This prospectus contains vital information about these Portfolios. For your own
benefit and protection, please read it before you invest, and keep it on hand
for future reference.

Please note that these Portfolios:

- - are not bank deposits
- - are not federally insured
- - are not endorsed by any bank or government agency
- - are not guaranteed to achieve their investment objectives

THE STRATEGIC INCOME AND HIGH YIELD BOND PORTFOLIOS MAY INVEST WITHOUT
LIMITATION IN DEBT SECURITIES RATED BELOW INVESTMENT GRADE, SOMETIMES REFERRED
TO AS "JUNK BONDS." THESE LOWER-RATED SECURITIES ARE SPECULATIVE AND INVOLVE
GREATER RISKS, INCLUDING DEFAULT, THAN HIGHER-RATED SECURITIES. SEE "RISK
FACTORS AND SPECIAL CONSIDERATIONS."

LIKE ALL MUTUAL FUND SHARES, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

FIXED INCOME
INSTITUTIONAL
PORTFOLIOS
SHORT-INTERMEDIATE
FULLY DISCRETIONARY
STRATEGIC INCOME
HIGH YIELD BOND

July 22, 1997

<PAGE>

[Left side: visual of marbles]

TABLE OF CONTENTS

OVERVIEW

FIXED INCOME PORTFOLIOS
Short Intermediate
Fully Discretionary
Strategic Income
High Yield Bond

SIMPLIFIED ACCOUNT INFORMATION
Opening an Account
Buying Shares
Selling or Redeeming Shares
Signature Guarantees
Exchanging Shares

YOUR ACCOUNT
Transaction Policies
Features and Account Policies

RISK FACTORS AND SPECIAL CONSIDERATIONS
<PAGE>

OVERVIEW

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

FUND INFORMATION
Concise Portfolio descriptions begin on the next page. Each description
provides the following information:

- - INVESTMENT OBJECTIVE. The Fund's particular investment goals.

- - INVESTMENT STRATEGY. The strategy the Fund intends to use in pursuing the
investment objective.

- - PRINCIPLE INVESTMENTS. The primary types of securities in which the Fund
invests. Secondary investments are described in "Risk Factors and Special
Considerations" at the end of the prospectus.

- - PORTFOLIO MANAGEMENT. The individuals who manage the Fund.

- - RISK FACTORS. The major risk factors associated with the Fund. Other risk
factors are also described in "Risk Factors and Special Considerations."

- - INVESTOR EXPENSES. The overall costs borne by an investor in the Portfolio,
including sales charges and annual expenses.

- - FINANCIAL HIGHLIGHTS. A table showing the financial performance for the
Portfolio since inception.

GOAL OF THE NICHOLAS-APPLEGATE MUTUAL FUNDS

The Portfolios of Nicholas-Applegate Mutual Funds (the "Trust") are designed to
provide investors with a well rounded investment program. Each Portfolio
invests in a corresponding fund (the "Fund") of Nicholas-Applegate Investment
Trust (the "Master Trust"). Each respective Fund in turn invests in and holds
investment securities. This structure is called a "master/feeder" structure.

Each Fund employs its own strategy and has its own risk/reward profile. Because
you could lose money by investing in these Portfolios, be sure to read all risk
disclosures carefully before investing.

WHO MAY WANT TO INVEST IN THE FIXED INCOME PORTFOLIOS

- - those who are investing for retirement or other long-term goals
- - those who desire current income
- - those who want professional portfolio management
- - those who want a high level of liquidity

WHO MAY NOT WANT TO INVEST IN THE FIXED INCOME PORTFOLIOS

- - those who are investing with a shorter frame
- - those who are uncomfortable with an investment that will go up and down in
value

********************************************************************************

SHORT INTERMEDIATE FIXED INCOME INSTITUTIONAL

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

[bullet point icon]
INVESTMENT OBJECTIVE: Preserving principal and liquidity while seeking a
relatively high level of current income.

[bullet point icon]
INVESTMENT STRATEGY: The Fund's Investment Adviser invests primarily in a
portfolio of short to intermediate term bonds that it expects to generate, as a
whole, a greater return than the return of one to three year U.S. Treasury
obligations over a full market cycle. When evaluating any bond, the Investment
Adviser selects bonds based upon a "top down" analysis of economic trends.
Investment philosophy emphasizes interest rate decisions and shifts among
sectors among the bond market. It also analyzes credit quality, the yield to
maturity of the security, and the effect the security will have on the average
yield to maturity of the Fund. The Investment Adviser seeks to add value by
positioning portfolio securities among various market sectors and maturities
along the yield curve.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund invests at least 90%
of its total assets in an actively managed portfolio of investment grade debt
obligations issued by U.S. and foreign corporations, U.S. and foreign
governments and their agencies and instrumentalities. All such obligations are
payable in U.S. dollars or, if not payable in U.S. dollars, will be fully
hedged. The Fund may also use options, futures contracts, and interest rate
and currency swaps as hedging techniques.

The Fund's minimum average dollar weighted portfolio maturity is generally two
years with a maximum maturity of five years. The Fund's average weighted credit
quality is generally Aa according to Moody's and AA according to S & P, or
comparable quality as determined by the Investment Adviser. If a rating agency
downgrades a security owned by the Fund below investment grade, the Fund is not
required to sell it but the Investment Adviser will consider whether such action
is appropriate.

[bullet point icon]
RISK FACTORS. As with any fund that invests primarily in bonds, the value of
the Fund's investments fluctuates in response to movements in interest rates.
If rates go up, the values of debt securities fall; if rates go down, the values
of debt securities rise. However, the Investment Adviser expects these
fluctuations to be more moderate than those of a fund with a longer average
portfolio duration. To the extent the Fund invests in foreign securities,
performance also depends upon changing currency values, different political and
regulatory environments, and other overall economic factors in the countries
where the Fund invests may affect performance. For a further explanation, see
"Risk Factors and Special Considerations" starting on page 20.

- -------------------------------------------------------------------------------
[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below show the expenses for the Portfolio
and its corresponding Fund for the past year. Actual expenses may be more or
less than those shown.

- ----------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES:
- ----------------------------------------------------------------------------
Maximum sales charge on purchases (as a percentage of offering None
price)
- ----------------------------------------------------------------------------
Sales charge on reinvested dividends None
- ----------------------------------------------------------------------------
Deferred sales charge (as a percentage of original purchase price None
or redemption proceeds, whichever is lower)
- ----------------------------------------------------------------------------
Redemption fee None
- ----------------------------------------------------------------------------
Exchange fee None
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- ----------------------------------------------------------------------------
Management fees 0.30%
- ----------------------------------------------------------------------------
12b-1 expenses None
- ----------------------------------------------------------------------------
Other expenses (after expense deferral)(1) 0.05%
- ----------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 0.35%
- ----------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 2.86% absent
the deferral. Other expenses would have been 2.56%. See "Investment
Adviser Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------
$4 $11 $20 $44

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.
- -------------------------------------------------------------------------------
The figures below have been audited by Ernst & Young L.L.P. with respect to the
fiscal years ended March 31, 1997 and 1996. Ernst & Young L.L.P. are
independent auditors whose reports were unqualified. This information should be
read in conjunction with the financial statements and the notes thereto which
appear in the Trust's 1997 Annual Report.

8/31/95 TO 4/1/96 TO
3/31/96 3/31/97
----------------------------------
PER SHARE DATA:
- -------------------------------------------------------------------------------
Net asset value, beginning of period / $12.50 $12.79
Income from investment operations:
Net investment income (deficit)
Net realized and unrealized gains
(losses) on securities and foreign 0.37 0.79
currency 0.29 (0.13)
- -------------------------------------------------------------------------------
Total from investment operations 0.66 0.66
Less distributions:
Dividends from net investment income (0.37) (0.79)
Distributions from capital gains -- --
- -------------------------------------------------------------------------------
Net asset value, end of period $12.79 $12.66
- -------------------------------------------------------------------------------
TOTAL RETURN : 5.33% 5.30%
- -------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA: Net
Assets ($000), end of period $4,726 $5,364
- -------------------------------------------------------------------------------
Ratio of expenses to average net
assets, after expense reimbursement+ 0.35%* 0.35%
- -------------------------------------------------------------------------------
Ratio of expenses to average net
assets, before expense reimbursement+ 3.17%* 2.86%
- -------------------------------------------------------------------------------
Ratio of net investment income
(deficit) to average net assets, after
expense reimbursement+ 5.81%* 6.18%
- -------------------------------------------------------------------------------
Ratio of net investment income
(deficit) to average net assets, before
expense reimbursement+ (4.01%)* 4.95%
- -------------------------------------------------------------------------------
Portfolio turnover** 114.38% 132.30%
- -------------------------------------------------------------------------------
Average Commission Rate Paid** -- --
- -------------------------------------------------------------------------------

* Annualized

** For the corresponding Fund of the Master Trust

+ Includes expenses allocated form Master Trust Fund

<PAGE>

FULLY DISCRETIONARY FIXED INCOME INSTITUTIONAL

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

[bullet point icon]
INVESTMENT OBJECTIVE: Seeks to maximize total return.

[bullet point icon]
INVESTMENT STRATEGY: The Fund's Investment Adviser seeks to outperform the
total return of an index of either government/corporate investment grade debt or
government/corporate/mortgage investment grade debt over a full market cycle
through an actively managed diversified portfolio of investment grade debt
securities. When evaluating any bond, the Investment Adviser selects bonds
based upon a "top down" analysis of economic trends. Investment philosophy
emphasizes interest rate decisions and shifts among sectors of the bond market.
It also analyzes credit quality, the yield to maturity of the security, and the
effect the security will have on the Fund.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund invests at least 65%
of its total assets in investment grade debt securities issued by U.S. and
foreign corporations and U.S. and foreign governments and their agencies and
instrumentalities. These securities include bonds, notes, mortgage-backed and
asset-backed securities with rates that are fixed, variable or floating. The
Fund may invest up to 20% of its assets on debt securities rated below
investment grade. For a description of these ratings, see "Corporate Bond
Ratings" beginning on page 24. The Fund may also use options, futures contracts,
and interest rate and currency swaps as hedging techniques.

The average portfolio duration of the Fund will range from two to eight years.
The Fund may invest up to 30% of its assets in securities payable in foreign
currencies.

[bullet point icon]
PORTFOLIO MANAGEMENT: The Investment Adviser emphasizes a team approach to
portfolio management to maximize its overall effectiveness. For a complete
list of the portfolio team, see "Portfolio Teams" on page 19.

[bullet point icon]
RISK FACTORS: As with any Fund that invests in bonds, the value of the Fund's
investments fluctuates in response to movements in interest rates. If rates go
up, the values of bonds fall; if rates go down, the values of bonds rise.
However, the Investment Adviser expects these fluctuations to be more moderate
than those of a fund with a longer average duration. The lower rated debit
securities in which the Fund invests are considered speculative and are subject
to greater volatility and risk of loss than investment grade securities,
particularly in deteriorating economic periods. To the extent the Fund invests
in foreign securities, performance also depends upon changing currency values,
different political and economic environ-ments, and other overall economic
conditions in countries where the Fund invests. For a further explanation, see
"Risk Factors and Special Considerations" starting on page 20.

- -------------------------------------------------------------------------------
[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below are expenses of the Portfolio for its past year.
Actual expenses may be more or less than those known.

- ----------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES:
- -------------------------------------------------------------------------------
Maximum sales charge on purchases (as a percentage of offering None
price)
- -------------------------------------------------------------------------------
Sales charge on reinvested dividends None
- -------------------------------------------------------------------------------
Deferred sales charge (as a percentage of original purchase price None
or redemption proceeds, whichever is lower)
- -------------------------------------------------------------------------------
Redemption fee None
- -------------------------------------------------------------------------------
Exchange fee None
- -------------------------------------------------------------------------------

- ----------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- ------------------------------------------------------------------------------
Management fees 0.45%
- -------------------------------------------------------------------------------
12b-1 expenses None
- -------------------------------------------------------------------------------
Other expenses (after expense deferral)(1) -----
- -------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 0.45%
- -------------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Fund and the
Portfolio. Total operating expenses would have been 3.74%% and other
expenses would have been 3.29% absent the deferral. See "Investment
Adviser Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------
$5 $14 $25 $57

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.
<PAGE>

8/31/95 TO 4/1/96 TO
3/31/96 3/31/97
--------------------------------
PER SHARE DATA:
- ------------------------------------------------------------------------------
Net asset value, beginning of period $12.50 $12.72
Income from investment operations:
Net investment income (deficit) 0.45 0.79
Net realized and unrealized gains
(losses) on securities and foreign
currency 0.47 (0.17)
- ------------------------------------------------------------------------------
Total from investment operations 0.92 0.62
Less distributions:
Dividends from net investment income (0.44) (0.80)
Distributions from capital gains (0.26) --
- ------------------------------------------------------------------------------
Net asset value, end of period $12.72 $12.54
- ------------------------------------------------------------------------------
TOTAL RETURN : 5.49% 4.98%
- ------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net Assets ($000), end of
period $4,414 $15,865
- ------------------------------------------------------------------------------
Ratio of expenses to average net
assets, after expense reimbursement+ 0.45%* 0.45*
- ------------------------------------------------------------------------------
Ratio of expenses to average net
assets, before expense reimbursement+ 6.45%* 3.74%
- ------------------------------------------------------------------------------
Ratio of net investment income
(deficit) to average net assets, after
expense reimbursement+ 6.39%* 6.12%
- ------------------------------------------------------------------------------
Ratio of net investment income
(deficit) to average net assets, before
expense reimbursement+ 2.63%* 4.71%
- ------------------------------------------------------------------------------
Portfolio turnover** 60.06% 190.83%
- ------------------------------------------------------------------------------
Average Commission rate paid** --- ---

* Annualized

** For the corresponding Fund of the Master Trust

+ Includes expenses allocated form Master Trust Fund

<PAGE>

STRATEGIC INCOME INSTITUTIONAL

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

[bullet point icon]
INVESTMENT OBJECTIVE: High level of current income.

[bullet point icon]
INVESTMENT STRATEGY: The Fund's Investment Adviser generally invests across
three sectors -- convertible securities, lower rated debt securities, and
mortgage backed securities -- but may invest all of the Fund's assets in one
sector if, in its judgment, an opportunity exists to generate higher income
without undue risk to principal. When evaluating any bond, the Investment
Adviser selects bonds based upon a "top down" analysis of economic trends. It
also analyzes credit quality, the yield to maturity of the security, and the
effect the security will have on the average yield to maturity of the Fund. The
Investment Adviser believes it can lower the risks of investing in lower rated
debt through these professional management techniques and through
diversification.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund will invest 65% of
its total assets in income producing securities such as convertible
securities, lower rated debt securities, and mortgage related securities.
There is no limit on the portfolio maturity or the acceptable rating of a
security to be bought by the Fund, however, under normal conditions the
average rating of the fund will be investment grade. The Fund may invest
without limitation in debt securities rated below investment grade. For a
description of these ratings, see "Corporate Bond Ratings" beginning on page
24. The Fund may also buy common and preferred stocks and may also use
options, futures contracts, and interest rate and currency swaps as hedging
techniques.

[bullet point icon]
RISK FACTORS: As with any fund that invests primarily in income producing
securities, the value of the Fund's investments fluctuate in response to
movements in interest rates. When interest rates go up, values of bonds fall;
when rates go down, values of bonds rise. Bonds with longer maturities tend to
be more sensitive to interest rate movements than those with shorter maturities.
Lower rated securities, while usually offering higher yields, generally have
more risk and volatility than higher rated securities because of reduced
creditworthiness and greater chance of default. Periods of high interest rates
or recession may adversely affect the issuer's ability to pay interest and
principal. Mortgage-related securities have yield and maturity characteristics
of the underlying mortgages, and thus have higher prepayments than other
securities during periods of declining interest rates. Convertible securities
have characteristics of both debt and equity securities, thus their performances
fluctuate day to day with movements in the stock and bond markets. To the
extent the Fund invests in foreign securities performance also depends upon
changing currency values, the different political and regulatory environments,
and other overall economic factors in countries where the Fund invests. For a
further explanation see "Risk Factors and Special Considerations" starting on
page 20.

- ------------------------------------------------------------------------------
[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below are the expenses of the Portfolio and its
corresponding Fund for the past year. Portfolio expenses maybe greater or less.

<PAGE>

- ----------------------------------------------------------------------------
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 None
or redemption proceeds, whichever is lower)
- ----------------------------------------------------------------------------
Redemption fee None
- ----------------------------------------------------------------------------
Exchange fee None
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- ----------------------------------------------------------------------------
Management fees 0.60%
- ----------------------------------------------------------------------------
12b-1 expenses None
- ----------------------------------------------------------------------------
Other expenses (after expense deferra;)(1) 0.15%
- ----------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 0.75%
- ----------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 2.33% and other
expenses would have been 1.73% absent the deferral. See "Investment
Adviser Compensation".

<PAGE>

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvest all dividends
and the average annual return is 5%.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------
$8 $24 $42 $93

THIS EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF THE
PORTFOLIO'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

- -------------------------------------------------------------------------------
[bullet point icon]
FINANCIAL HIGHLIGHTS: The figures below have been audited by Ernst & Young
L.L.P. with respect to the fiscal year ended March 31, 1997. Please read in
conjunction with the Trust 1997 Annual Report

7/31/96 TO 3/31/97
-------------------
PER SHARE DATA:
- -----------------------------------------------------------------------------
Net asset value, beginning of period / Income from
investment operations: $12.50
Net investment income (deficit)
Net realized and unrealized gains (losses) on
securities and foreign currency 0.61

0.76
- -----------------------------------------------------------------------------
Total from investment operations 1.37
Less distributions:
Dividends from net investment income (0.61)
Distributions from capital gains (0.20)
- ------------------------------------------------------------------------------
Net asset value, end of period $13.06
- ------------------------------------------------------------------------------
TOTAL RETURN : 11.07%
- ------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA: Net Assets ($000), end of
period 4,206
- ------------------------------------------------------------------------------
Ratio of expenses to average net assets, after
expense reimbursement+ .77%*
- ------------------------------------------------------------------------------
Ratio of expenses to average net assets, before
expense reimbursement+ 2.33%*
- ------------------------------------------------------------------------------
Ratio of net investment income (deficit) to average
net assets, after expense reimbursement+ 6.97%*
- ------------------------------------------------------------------------------
Ratio of net investment income (deficit) to average
net assets, before expense reimbursement+ 6.36%*
- ------------------------------------------------------------------------------
Portfolio turnover** 211.63%
- ------------------------------------------------------------------------------
Average commission rate paid** $0.0600

* Annualized

** For the corresponding Fund of the Master Trust

+ Includes expenses allocated form Master Trust Fund

<PAGE>

HIGH YIELD BOND INSTITUTIONAL

- ------------------------------------------------------------------------------
[bullet point icon]
INVESTMENT OBJECTIVE: High level of current income and capital growth.

[bullet point icon]
INVESTMENT STRATEGY: The Fund invests primarily in lower-rated debt securities
commonly referred to as "junk bonds." When evaluating any bond, the Investment
Adviser selects bonds based upon a "top down" analysis of economic trends and
the bottom-up analysis that evaluates the financial conditions and
competitiveness of individual companies. It also analyzes credit quality, the
yield to maturity of the security, and the effect the security will have on the
average yield to maturity of the Fund. The Investment Adviser believes it can
lower the risks in investing in lower rated debt through these professional
management techniques and through diversification.

[bullet point icon]
PRINCIPAL INVESTMENTS: Under normal conditions, the Fund invests at least 65%
of its total assets in lower rated debt securities and convertible securities
rated below investment grade. There is no limit on either the portfolio
maturity or the acceptable rating of securities bought by the Fund. For a
description of these ratings, see "corporate Bond Ratings" beginning on page
24. Securities may bear rates that are fixed, variable or floating. The
Fund may also buy common and preferred stocks and may also use options,
futures contracts and interest rate and currency swaps as hedging techniques.

[bullet point icon]
RISK FACTORS: As with any fund that invests primarily in bonds, the value of
the Fund's investments fluctuates in response to movements in interest rates.
When rates rise, bond price fall; when rates fall, bond prices rise. Bonds with
longer maturities tend to be more sensitive to interest rate movements than
those with shorter maturities. Lower- rated securities, while usually offering
higher yields, generally have more risk and volatility than higher- rated
securities because of reduced creditworthiness and greater chance of default.
Periods of high interest rates and recession may adversely affect the issuer's
ability to pay interest and principal. To the extent the Fund invests
in stocks, the value of those investments will fluctuate day to day with
movements in the stock market as well as in response to the activities of
individual companies. To the extent the Fund invests in foreign securities,
performance also depends on changes in foreign currency values, different
political and regulatory environments, and overall economic factors in the
countries where the Fund invests. For a further explanation, see "Risk Factors
and Special Considerations" starting on page 20.

<PAGE>

[bullet point icon]
INVESTOR EXPENSES: Investors pay various expenses, either directly or
indirectly. The figures below show expenses for the Portfolio and its
corresponding Fund for the past year. Actual expenses may be more or less than
those shown.

- ----------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES:
- ------------------------------------------------------------------------------
Maximum sales charge on purchases (as a percentage of offering None
price)
- ------------------------------------------------------------------------------
Sales charge on reinvested dividends None
- ------------------------------------------------------------------------------
Deferred sales charge (as a percentage of original purchase price None
or redemption proceeds, whichever is lower)
- ------------------------------------------------------------------------------
Redemption fee None
- ------------------------------------------------------------------------------
Exchange fee None
- ----------------------------------------------------------------------------

- ----------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:
(AFTER EXPENSE DEFERRAL)
- -----------------------------------------------------------------------------
Management fees 0.60%
- ------------------------------------------------------------------------------
12b-1 expenses None
- ------------------------------------------------------------------------------
Other expenses (after expense deferral)(1) 0.15%
- ------------------------------------------------------------------------------
Total operating expenses (after expense deferral)(1) 0.75%
- ----------------------------------------------------------------------------

1. The Investment Adviser has agreed to waive or defer its management fees
and to absorb other operating expenses payable by the Funds and the
Portfolios. Total operating expenses would have been 1.95% and other
expenses would have been 1.35% absent the deferral. See "Investment
Adviser Compensation".

EXAMPLE: The table shows what you would pay if you invested $1,000 over the
various time frames indicated. The example assumes you reinvested all dividends
and that the average annual return was 5%.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------
$8 $24 $42 $93

[bullet point icon]
FINANCIAL HIGHLIGHTS: The figures below have been audited by Ernst & Young
L.L.P. with respect to the fiscal year ended March 31, 1997. Please read in
conjunction with the Trust's 1997 Annual Report.

7/31/96 TO 3/31/97
-------------------
PER SHARE DATA:
- -----------------------------------------------------------------------------
Net asset value, beginning of period / Income from $12.50
investment operations:
Net investment income (deficit)
Net realized and unrealized gains (losses) on
securities and foreign currency 0.74

0.95

- -----------------------------------------------------------------------------
Total from investment operations 1.69
Less distributions:
Dividends from net investment income (0.73)
Distributions from capital gains (0.26)
- ----------------------------------------------------------------------------
Net asset value, end of period $13.20
- ----------------------------------------------------------------------------
TOTAL RETURN: 13.90%
- ----------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA: Net Assets ($000), end of period 4,608
- ----------------------------------------------------------------------------
Ratio of expenses to average net assets, after
expense reimbursement+ 0.75%*
- ----------------------------------------------------------------------------
Ratio of expenses to average net assets, before
expense reimbursement+ 1.95%*
- ----------------------------------------------------------------------------
Ratio of net investment income
(deficit) to average
net assets, after expense reimbursement+ 8.47%*
- ----------------------------------------------------------------------------
Ratio of net investment income
(deficit) to average net assets, before
expense reimbursement+ 7.97%*
- ----------------------------------------------------------------------------
Portfolio turnover** 465.32%
- ----------------------------------------------------------------------------
Average commission rate paid** $0.0200

* Annualized

** For the corresponding Fund of the Master Trust

+ Includes expenses allocated form Master Trust Fund

<PAGE>

(NOTE: IN FINAL DOCUMENT "SIMPLIFIED ACCOUNT INFORMATION" COMES BEFORE "YOUR
ACCOUNT"

YOUR ACCOUNT
TRANSACTION POLICIES

PURCHASE OF SHARES. Shares are offered at net asset value without a sales
charge to certain qualified retirement plans, financial and other
institutions and "wrap accounts." The
minimum initial investment is $250,000, and the minimum subsequent investment
to $10,000. The Distributor may waive these minimums from time to time.

SHAREHOLDER INQUIRIES Shareholder inquiries should be addressed to the Trust,
c/o the Trust's transfer agent,

State Street Bank and Trust Company,
Attention: Nicholas-Applegate Mutual Funds,
P.O. Box 8326,
Boston, MA 02266-8326.

Telephone inquiries can be made by calling 1-800-551-8043 or, from outside the
U.S. 1-617-774-5000 (collect).

The services referred to alone may be terminated or modified at any time upon 60
days' written notice to shareholders. Shareholders seeking to add to, change or
cancel their selection of available services should contact the Transfer Agent
at the address and telephone number provided above.

DIVIDENDS AND ACCOUNT POLICIES

RETIREMENT PLANS You may invest in each Portfolio through various retirement
plans, including IRAs, Simplified Employee Plan (SEP) IRAs, 403(b) plans, 457
plans, and all qualified retirement plans. For further information about any of
the plans, agreements, applications and annual fees, contact the Distributor,
your financial representative or plan sponsor. To determine which retirement
plan is appropriate for you, consult your tax adviser.

Every year you will also receive, if applicable, a Form 1099 tax information
statement, mailed by January 31.
<PAGE>

DIVIDENDS The Portfolios generally distribute most or all of their net earnings
in the form of dividends. Each Portfolio pays dividends monthly and capital
gains annually.

DIVIDEND REINVESTMENTS If you choose this option, or if you do not indicate any
choice, your dividends will be reinvested on the ex-dividend date.
Alternatively, you can choose to have a check for your dividends mailed to you.

TAXABILITY OF DIVIDENDS As long as a Portfolio meets the requirements for being
a tax-qualified regulated investment company, which each Portfolio has in the
past and intends to in the future, it pays no federal income tax on the earnings
it distributes to shareholders.

Consequently, dividends you receive from a Portfolio whether reinvested or taken
as cash, are generally considered taxable. Dividends from a Portfolio's long-
term capital gains are taxable as capital gains; dividends from other sources
are generally taxable as ordinary income.

The Form 1099 that is mailed to you details your dividends and their federal tax
category, although you should verify your tax liability with your tax
professional.

TAXABILITY OF TRANSACTIONS Any time you sell or exchange shares, it is
considered a taxable event for you. Depending on the purchase price and the
sale price of the shares you sell or exchange, you may have a gain or a loss on
the transaction. You are responsible for any tax liabilities generated by your
transactions.

SMALL ACCOUNTS (NON-RETIREMENT ONLY) If you draw down a non-retirement account
so that its total value is less than $10,000, you may be asked to purchase more
shares within 60 days. If you do not take action, the Portfolio may close out
your account and mail you the proceeds. Your account will not be closed if its
drop in value is due to Fund performance.

AUTOMATIC WITHDRAWALS You may make automatic withdrawals from a Portfolio of
$250 or more on a monthly or quarterly basis if you have an account of $15,000
or more in the Portfolio. Withdrawal proceeds will normally be received prior
to the end of the month or quarter. See the account application for further
information.

AUTOMATIC INVESTMENT PLAN You may make regular monthly or quarterly investments
in each Portfolio through automatic withdrawals of specified amounts from your
bank account once an automatic investment plan is established. See the account
application for further details about this service or call the Transfer Agent at
1-800-551-8043.

- --------------------------------------------------------------------------------
OPENING AN ACCOUNT
- --------------------------------------------------------------------------------

This is the $250,000
minimum initial
investment
- --------------------------------------------------------------------------------
Use this type of New Account Form
application (Non-Retirement)
- --------------------------------------------------------------------------------
Before Each Portfolio offers a variety of features, which are
completing the described in the "Your Account" section of this prospectus.
application Please read this section before completing the application.
- --------------------------------------------------------------------------------
Completing the If you need assistance, contact your financial
application representative,
or call the Trust.
- --------------------------------------------------------------------------------
If you are Mail application and check, payable to: NICHOLAS-APPLEGATE
sending money by MUTUAL FUNDS,
CHECK PO BOX 8326, BOSTON, MA 02266 8326. The Trust will not
accept third-party checks.
- --------------------------------------------------------------------------------
If you are Please read the bank wire or ACH section under the "Buying
sending money by Shares" section below.
BANK WIRE or ACH You will need an account number with the Trust by sending a
completed application to:
NICHOLAS-APPLEGATE MUTUAL FUNDS, PO BOX 8326, BOSTON, MA
02266 8326.
To receive your account number, call either your financial
representative or the Trust at (800)551-8043.
- --------------------------------------------------------------------------------
BUYING SHARES
- --------------------------------------------------------------------------------
This is the $10,000
minimum
additional
investment
- --------------------------------------------------------------------------------
The price you The Trust is open on days that the New York Stock Exchange
will receive is open.
All transactions received in good order before the market
closes receives that day's price.
- --------------------------------------------------------------------------------
If you are Instruct your bank to wire the amount you wish to invest to:
sending money by STATE STREET BANK & TRUST CO. - ABA #011000028
BANK WIRE DDA #9904-645-0
STATE STREET BOS, ATTN: MUTUAL FUNDS
CREDIT: NICHOLAS-APPLEGATE [PORTFOLIO NAME], [YOUR
NAME],[ACCOUNT NAME OR NUMBER]
- --------------------------------------------------------------------------------
If you are Call your bank to ensure (1) that your bank supports ACH,
sending money by and (2) this feature is active on your bank account. To
ACH establish this option, either complete the appropriate
sections when opening an account, or contact your financial
representative or the Trust at (800) 551-8043 for further
information.
To initiate an ACH purchase, call the Trust at (800)551-
8043.
- --------------------------------------------------------------------------------
EXCHANGING SHARES
- --------------------------------------------------------------------------------
This is the $250,000
minimum exchange
amount to open a
new account
- --------------------------------------------------------------------------------
The price you The Trust is open on days that the New York Stock Exchange
will receive is open.
All transactions received in good order before the market
closes receives that day's price.
- --------------------------------------------------------------------------------
Things you The exchange must be to a Qualified Portfolio and to an
should account with the same registration.
know If opening an account as part of an exchange, you must
obtain and read the prospectus.
If you intend to keep money in the Portfolio you are
exchanging from, make sure that you leave an amount equal or
greater that the Portfolio's minimum account size (see the
"Opening an Account" section).
To protect other investors, the Trust may limit the number
of exchanges you can make. Participants in qualified
retirement plans may exchange through the plan administrator
or sponsor and only with those Portfolios that are included
in the plan.
- --------------------------------------------------------------------------------
How to request Either contact your financial representative, or call the
an exchange by Trust at (800) 551-8043.
PHONE The Trust will accept a request by phone if this feature was
previously established on your account.
See the "Your Account" section for further information.
- --------------------------------------------------------------------------------
How to request Please put your exchange request in writing, including: the
an exchange by name on the account, the name of the portfolio and the
MAIL account number you are exchanging from, the shares or dollar
amount you wish to exchange, and the portfolio you wish to
exchange to. Mail this request to: PO BOX 8326, BOSTON, MA
02266 8326.
- --------------------------------------------------------------------------------

<PAGE>
- --------------------------------------------------------------------------------
SELLING OR REDEEMING SHARES
- --------------------------------------------------------------------------------
IN WRITING BY PHONE
- --------------------------------------------------------------------------------
Certain requests may require Selling shares by phone is a
a SIGNATURE GUARANTEE. See service option which must be
Things you that section below for established on your account
should know further information. You may prior to making a request.
sell up to the full account See the "Your Account"
value. section, or contact your
financial representative or
the Trust at (800) 551-8043
for further information.
The maximum amount which may
be requested by phone,
regardless of account size,
is $50,000.
Amount greater than that must
be requested in writing. I
you wish to receive your
monies by bank wire, the
minimum request is $5,000.
- --------------------------------------------------------------------------------
If you purchased shares through a financial representative,
a plan administrator/sponsor,
you should call them regarding the most efficient way to
sell shares.
If you bought shares recently by check, they may not be
available to be sold for up to
15 calendar days from the date of purchase.
Sales by a corporation, trust or fiduciary may have special
requirements.
Please call your financial representative or the Trust for
further information.
- --------------------------------------------------------------------------------
The price you The Trust is open on days that the New York Stock Exchange
will receive is open. All transactions received in good order before
the market closes receive that day's price.
- --------------------------------------------------------------------------------
If you want to Please put your request in Either contact your financial
receive your writing, including: the name representative or call the
monies by BANK of the account owners, Trust at (800) 551-8043.
WIRE account number and Portfolio The proceeds will be sent to
you are redeeming from, the the existing bank wire
share or dollar amount you address listed on the
wish to sell, signed by all account.
account owners. Mail this
request to:
NICHOLAS-APPLEGATE MUTUAL
FUNDS,
PO BOX 8326, BOSTON, MA 02266
8326.
The check will be sent to the
existing bank wire address
listed on the account.
- --------------------------------------------------------------------------------
If you want to Please call the Trust at Either contact your financial
receive your (800) 551-8043. representative or call the
monies by ACH Trust at (800) 551-8043.
The proceeds will be sent to
the existing ACH instructions
on the account and will
generally be received at your
bank two business days after
your request is received.
- --------------------------------------------------------------------------------

SIGNATURE GUARANTEES
- --------------------------------------------------------------------------------
A definition A signature guarantee is required of a financial institution
to verify the authenticity of the individual's signature.
It can usually be obtained from a broker, commercial or
savings bank or credit union.
- --------------------------------------------------------------------------------
When do you need A signature guarantee is needed when making a written
one request for the following reasons:
1. When selling more than $50,000 work of shares;
2. When you want a check or bank wire sent to a name or
address that is not currently listed on the account;
3. To sell shares from an account controlled by a
corporation, partnership, trust or fiduciary; or
4. If your address was changed within the last 60 days.
- --------------------------------------------------------------------------------

<PAGE>

ORGANIZATION AND MANAGEMENT

MASTER/FEEDER STRUCTURE

The Portfolios are series of shares of Nicholas-Applegate Mutual Funds (the
"Trust"). Unlike other mutual funds that acquire their securities directly, the
Portfolios invest their assets in the Funds, which are series of Nicholas-
Applegate Investment Trust (the "Master Trust"). This two-tier structure is
known as a "master/ feeder" structure. One to five Portfolios, or feeder funds,
each designated A, B, C, I or Q invest in each Fund. (For example a Portfolio
seeking capital appreciation by investing in securities of issuers located in
countries with emerging securities markets invests in the Emerging Countries
Fund.) The major variations among the Portfolios that invest in the same
Fund are sales charges, expenses, and investment minimums. The Board of
Trustees believes that the aggregate per share expenses of each Portfolio are no
greater than the expenses that the Portfolio would incur if it retained the
services of an investment adviser and invested assets directly into the types of
securities held by the Fund. You can obtain more information about the A, B, C
and I Portfolios from your investment representative, or from Nicholas-Applegate
Securities at telephone (800) 551-8643.

A Board of Trustees supervises the overall activities of the Master Trust.
The Board selects an investment adviser, an administrator and a custodian
for the Fund. The Board has the right to terminate these relationships and
retain a different company if it believes it is in the best interests of the
Master Trust.

A separate Board of Trustees supervise the overall activities
of the Trust. It selects the Funds in which to invest, a distributor to
market its shares to investors, a transfer agent, administrators and others
to provide services. Individual investors purchase shares of the Portfolios
through financial intermediaries or directly from the Trust.

Each Portfolio may withdraw its investment from the corresponding Fund at any
time if the Board determines that it is in the best interests of the
shareholders and only with approval of the Portfolio's shareholders. In that
event, the Board of Trustees would consider alternative arrangements, such as
investing a Portfolio's assets in another investment company with the same
investment objectives as the Portfolio or hiring an investment manager to invest
the assets in accordance with the Portfolio's investment policies.

A Portfolio may also be liquidated at any time. The net proceeds of any
liquidation will be distribute to all shareholders of the Portfolio in
proportion to their respective holdings.

Whenever a Portfolio is requested to vote, as shareholder, on a matter
pertaining to the corresponding Fund, the Portfolio will hold a meeting of its
shareholders so that shareholders can provide instructions. The Portfolio will
in turn vote in the same proportion as directed by the shareholders. Approval
of changes in a Fund's investment objective, policies, and limitations by a
majority of the Portfolios may require a non-assenting Portfolio to withdraw
their investment in the Fund.

<PAGE>

MASTER FEEDER STRUCTURE

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

SHAREHOLDERS

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| BUY SHARES IN
|
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PORTFOLIOS
OF
NICHOLAS-APPLEGATE MUTUAL
FUNDS
-------------------------------
|
|
| INVEST IN
|
\/
-------------------------------

MASTER FUNDS
OF
NICHOLAS-APPLEGATE
INVESTMENT TRUST

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| INVEST IN
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STOCKS, BONDS &
OTHER SECURITIES

-------------------------------
<PAGE>

INVESTMENT ADVISER COMPENSATION. Each Master Fund pays the Investment Adviser a
fee pursuant to an investment advisory agreement. The Short Intermediate Fund
pays at the annual rate of 0.30% of the first $250 million of the Fund's net
assets and 0.25% of the average net assets in excess of $250 million. The Fully
Discretionary Fund pays at the annual rate of 0.45% of the first $500 million of
the Fund's average net assets, 0.40% of the next $250 million of net assets, and
0.35% of net assets in excess of $750 million. The Strategic Income and High
Yield Bond Funds each pay at the annual rate of 0.60% of the Fund's net assets.

The Investment Adviser has agreed to waive or defer its management fees payable
by the Funds, and to absorb other operating expenses of the Funds and the
Portfolios, so that the expenses for the Portfolio will not exceed the following
expense ratios on an annual basis through March 31, 1998: Short Intermediate -
0.35%; Fully Discretionary - 0.45%; Strategic Income and High Yield Bond - 075%.
Each Portfolio will reimburse the Investment Adviser for fees deferred or other
expenses paid pursuant to this Agreement in later years in which operating
expenses for the Portfolio are less than the percentage limitation set forth
above for any such year.

ADMINISTRATOR COMPENSATION. The Funds and the Portfolios pay administrative
fees for administrative personnel and services (including certain legal and
financial reporting services). Each Portfolio pays Nicholas-Applegate Capital
Management an annual fee of .10% of net assets. Each Portfolio pays Investment
Company Administration Corporation (ICAC) an annual fee of $5,000 - $35,000. In
addition, each Fund pays ICAC a fee at an annual rate equal to 0.15% of net
assets.

DISTRIBUTOR:
Nicholas-Applegate Securities
600 West Broadway, 30th Floor
San Diego, California 92101
(800) 551-8045

PORTFOLIO TRADES. The Investment Adviser is responsible for the Funds'
portfolio transactions. In placing portfolio trades, the Investment Adviser may
use brokerage firms that sell shares of the Portfolios or that provide research
services to the Funds, but only when the Investment Adviser believes no other
firm offers a better combination of quality execution (i.e. timeliness and
completeness) and favorable price. The Investment Adviser expects high annual
portfolio turnover up to 200%. This is generally higher than other funds and
will result in the Funds incurring higher brokerage costs.

INVESTMENT OBJECTIVE. Each Fund's and each Portfolio's investment objective is
fundamental and may only be changed with shareholder approval.

DIVERSIFICATION. All the Funds are diversified.
<PAGE>

PORTFOLIO TEAMS
- --------------------------------------------------------------------------------

Fixed Income

NAME

Fred S. Robertson, III, Partner,
Chief Investment Officer - Fixed Income
Joined firm in 1995; 22 years prior investment experience with Criterion
Investment Management Company and DuPont Chemical Pension Fund
M.B.A. - College of William and Mary; B.S. - Cornell University

James E. Kellerman, Partner
Portfolio Manager
Joined firm in 1995; 20 years prior investment experience with Criterion
Investment Management Company and Brown Brothers Harriman and Equitable
Life Insurance Co.
M.B.A. - St. John's University;
B.B.A. - Susquehanna University

Catherine Somhegyi, Partner
Chief Investment Officer - Global Equity Management
Joined firm in 1987; prior investment
experience with Professional Asset Securities Inc.
and Pacific Century Advisers
M.B.A. and B.S. - University of Southern California

Alan J. Brochstein
Portfolio Manager
Joint firm in 1994; 8 years prior investment
experience with CS First Boston Investment
Management Group and Kidder Peabody & Co.
B.A. - Northwestern University

MACOM S. DAY, CFU
PORTFOLIO MANAGER
JOINED FIRM IN 1995; 3 YEARS PRIOR EXPERIENCE WITH PAYDEN & RYGOL
M.B.A.-UCLA; B.S. NORTHWESTERN UNIVERSITY

FULLY DISCRETIONARY
SHORT INTERMEDIATE

Sandra K. Durn
Portfolio Manager
Joined firm in 1994; prior experience at Science Solutions, Inc. and San Diego
State University, economics department
M.A. - San Diego State University; B.A. - University of Maryland

Douglas Forsyth, CFA
Portfolio Manager
Joined firm in 1994; 3 years prior investment
experience with AEGON USA
B.B.A. - University of Iowa

Susan Malone
Portfolio Manager
Joined firm in 1996; 7 years prior investment experience with BEA Associates
M.B.A. - New York University; B.S. - Carnegie Mellon University

David A. Smith
Portfolio Manager
Joined firm in 1986; 13 years prior investment
experience with Salomon Brothers; Goldman Sachs
and Kidder Peabody & Co.
M.B.A. - Wharton School of Finance (University of Pennsylvania); B.S. and B.A. -
Brown University

FUND

Fully Discretionary
Short Intermediate
High Yield
Strategic Income

Fully Discretionary
Short Intermediate

Strategic Income

High Yield
Strategic Income

Ashvin Syal, CFA
Portfolio Manager
Joined firm in 1996; 6 years prior investment
experience with Payden & Rygel
M.B.A. - University of California, Los Angeles;
M.M.S. and B.S. - University of Bombay

Fully Discretionary

Strategic Income

Strategic Income
<PAGE>

RISK FACTORS AND SPECIAL CONSIDERATIONS

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

MUTUAL FUND CONSIDERATIONS IN GENERAL

Prospective investors should know that any mutual fund investment is subject to
normal market fluctuations and other risks inherent in investing in securities.
There can be no assurance that your investment will increase in value. The
value of your investment will go up and down depending upon market forces and
you may not recoup your original investment. You should consider an investment
in any of the Portfolios as a long-term investment.

GLOBAL INVESTING CONSIDERATIONS

CURRENCY FLUCTUATIONS
Because the assets of each Fund (except the Short Immediate Fund) may be
invested in instruments issued by foreign companies, the principal, income and
sales proceeds may be paid to the Funds in local foreign cur-rencies. A
reduction in the value of local currencies relative to the U.S. dollar could
mean a corresponding reduction in the value of the Funds. The value of a
foreign security generally tends to decrease when the value of the U.S. dollar
rises against the foreign currency in which the security is denominated and
tends to increase when the value of the dollar falls against such currency.
The Funds may incur costs in connection with conversions between currencies.

SOCIAL, POLITICAL AND ECONOMIC FACTORS
The economies of many of the countries where the Funds may invest may be subject
to a substantially greater degree of social, political and economic instability
than the United States. Such instability may result from, among other things,
the following: authoritarian governments; popular unrest associated with
demands for improved political, economic and social conditions; internal
insurgencies and terrorist activities; hostile relations with neighboring
countries; and drug trafficking. This instability might impair the financial
conditions of issuers or disrupt the financial markets in which the Funds
invest.

The economies of foreign countries may differ favorably or unfavorably and
significantly from the economy of the United States in such respects as the rate
of growth of gross domestic product, rate of inflation, currency depreciation,
savings rates, fiscal balances, and balance of payments positions. Governments
of many foreign countries continue to exercise substantial control over private
enterprise and own or control many companies. Government actions could have a
significant impact on economic conditions in certain countries which could
affect the value of the securities of the Funds. For example, a foreign country
could nationalize an entire industry. In such a case, the Funds may not be
fairly compensated for their losses and might lose their entire investment in
the country involved.

The economies of certain foreign countries are heavily dependent upon
international trade and accordingly are affected by protective trade barriers
and the economic conditions of their trading partners. The enactment by the
United States or other principal trading partners of protectionist legislation
could have a significant adverse effect on the securities markets of these
countries. Some foreign countries (mostly in Africa and Latin America) are
large debtors of commercial banks, foreign governments, and supranational
organizations. These obligations, as well as future restructuring of debt, may
affect the economic performance and political and social stability of these
countries.

INFLATION
Certain foreign countries, especially many emerging countries, have experienced
substantial, and in some periods extremely high and volatile, rates of
inflation. Rapid fluctuations in inflation rates and wage and price controls
may continue to have unpredictable effects on the economies, companies and
securities markets of these countries.

MARKET CHARACTERISTICS

DIFFERENCES IN SECURITIES MARKETS. The securities markets in foreign countries
have substantially less trading volume than the markets in the United States and
debt and equity securities of many companies listed on such markets may be less
liquid and more volatile than comparable securities in the United States.
The limited liquidity of certain securities markets may affect the ability of a
Fund to buy and sell securities at the desired price and time. In addition, the
securities markets of some foreign countries are susceptible to being influenced
by large investors trading significant

<PAGE>

blocks of stocks.

Trading practices in certain foreign countries are also significantly different
from those in the United States. Local commercial, corporation and securities
laws govern the sale and resale of securities, and certain restrictions may
apply. In addition, securities settlements and clearance procedures may be less
developed and less reliable than those in the United States. Delays in
settlement could result in temporary periods in which the assets of a Fund are
not fully invested, or it could result in the Fund being unable to sell a
security in a falling market.

GOVERNMENT SUPERVISION OF SECURITIES MARKETS. Disclosure and regulatory
standards in many foreign countries are in many respects less stringent than
those in the United States. There may be less government supervision and
regulation of securities exchanges, listed companies, investors, and brokers in
foreign countries than in the United States, and enforcement of existing
regulations may be extremely limited.

FINANCIAL INFORMATION AND REPORTING STANDARDS. Issuers in foreign countries are
generally subject to accounting, auditing, and financial standards and
requirements that differ, in some cases materially, from those in the United
States. In particular, the assets and profits appearing in financial statements
may not reflect their financial position or results in the way they would be
reflected had the statements been prepared in accordance with U.S. generally
accepted accounting principles. Consequently, financial data may not reflect
the true condition of those issuers and securities markets.

LOWER RATED SECURITIES CONSIDERATIONS

The Strategic Income High Yield Bond and Fully Discretionary Fixed Income
Funds each invest in debt and convertible securities rated below investment
grade. These securities usually offer higher yields than higher rated
securities but are also subject to more risk than higher rated securities.

Lower-rated or unrated debt obligations are more likely to react to
developments affecting market and credit risks than are more high-rated
securities, which react primarily to movements in the past level of interest
rates. In the past, economic downturns or increases in interest rates caused a
higher incidence of default by issuers of lower-rated securities.

In some cases, such obligations may be highly speculative, and may have poor
prospects for reaching investment grade. To the extent the issuer defaults,
the Fund may incur additional expenses in order to enforce its rights or to
participate in a restructuring of the obligation. In addition, the prices of
lower-rated securities generally tend to be more volatile and the market less
liquid than that of higher-rated securities. Consequently, the Funds may at
times experience difficulty in liquidating their investments at the desired time
and price.

As of fiscal year ended March 31, 1997, the following Funds owned as a
percentage of their total values lower- rated debt securities in the following
amounts: Strategic Income -- BB - 3.55%; B - 21.81; CCC - 4.96; High Yield
Bond Fund -- BB - 11.32%; B - 67.11%; CCC - 10.71%. A description of the rating
categories is contained in this prospectus.

THE FUNDS' INVESTMENTS

CORPORATE DEBT SECURITIES.
Each Fund may invest in corporate debt securities. Corporate debt securities
are subject to the risk of an issuer's inability to meet principal and
interest payments on the obligation (credit risk) and may also be subject to
price volatility due to such factors as interest rate sensitivity, market
perception of the credit-worthiness of the issuer and general market liquidity
(market risk). When interest rates decline, the value of the Funds' debt
securities can be expected to rise, and when interest rates rise, the value of
those securities can be expected to decline.

The Short Intermediate and Fully Discretionary Funds will purchase debt
obligations only if they are deemed investment grade -- that is, they carry a
rating of at least BAA from Moody's or BBB from Standard and Poor's, or
comparable rating from another rating agency or, if not rated by an agency, are
determined by the Investment Adviser to be of comparable quality. Bonds rated
BBB or Baa may have speculative characteristics and changes in economic
circumstances are more likely to lead to a weakened capacity to make interest
and principal payments than higher rated bonds. A description of these ratings
is contained in this prospectus.

U.S. GOVERNMENT SECURITIES
U.S. Government securities are obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. Some U.S. Government securities,
such as U.S. Treasury bills, notes, and bonds, and in obligations of U.S.
Government

<PAGE>

agencies or instrumentalities, such as Federal Home Loan Banks, Federal National
Mortgage Association, Government National Mortgage Association (GNMA), and
the Student Loan Marketing Association (ENMA). Certain government securities,
such as GNMA mortgage-related securities, are backed by the full faith and
credit of the U.S. Government. Other securities, such as FNMA, are backed by
the credit of the agency or instrumentality issuing the obligation but not by
the full faith and credit of the U.S. Government.

MORTGAGE RELATED SECURITIES
Each Fund may invest in mortgage- related securities.

Collateralized mortgage obligations (CMOs) are debt obligations collateralized
by a pool of mortgage loans or mortgage pass-through securities. Typically CMOs
are collateralized by certificates issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, such as GNMA. 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. 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.

In a CMO, a series of bonds are issued in multiple classes referred to as a
"tranche." Each tranche is issued at a fixed or floating coupon rate and has a
stated maturity or final distribution date. The principal of and interest on
the underlying mortgage assets may be allocated among the several tranches in
innumerable ways. The Funds intend to invest only in those tranches that have
the most stable flows from principal and interest payments.

Because the mortgages underlying mortgage-related securities may be prepaid
without penalty or premium, mortgage- related securities are generally subject
to higher prepayment risks than those of most other types of debt instruments.
Prepayment risks tend to increase during periods of declining interest rates
because many borrowers refinance their mortgages to take advantage of the more
favorable mortgage rates. Accordingly, mortgage related securities may be a
less effective means of "locking in" interest rates than other types of debt
securities having the same maturity and may also have less potential for capital
appreciation.

ASSET BACKED SECURITIES
The non-mortgage related asset-backed securities in which the Funds invest
include, but are not limited to, interests in pools of receivables, such as
credit card and accounts receivable and motor vehicle and other installment
purchase obligations and leases. Interests in these pools are not backed by the
U.S. Government and may or may not be secured.

The credit characteristic of asset- backed securities differs in a number of
respects from that of traditional debt securities. Asset backed securities
generally do not have the benefit of a security interest in collateral that is
comparable to other debt obligations, and there is a possibility that recoveries
on repossessed collateral may not be available to support payment on these
securities. Accordingly, the credit quality of most asset- backed securities
depends on the credit quality of the underlying assets.

EQUITY SECURITIES.
Each of the Funds may buy equity securities, including common stocks,
convertible securities, and warrants. Equity securities represent an ownership
in a company. The Funds may invest in growth companies, cyclical companies,
companies with smaller market capitalizations, or companies believed to be
undergoing a basic change in operations or markets. Although equity securities
have a history of long-term growth in value, their prices rise and fall as a
result of changes in the company's financial condition as well as movements in
the overall securities markets.

CONVERTIBLE SECURITIES.
Each Fund may invest in convertible securities. A convertible security is a
fixed income equity security that may be converted into a prescribed amount of
common stock at a specified formula. A convertible security entitles the owner
to receive interest until the security matures or is converted. Convertibles
have several unique investment characteristics such as: (a) higher yields than
common stocks but lower yields than straight debt securities; (b) lesser degree
of fluctuation in value than the underlying stock since they have fixed income
characteristics; and (c) potential for capital appreciation if the market price
of the underlying security increases.

investments through other investment companies that have comparable investment
objectives and policies as the Funds. In addition to the advisory and
operational fees each Fund bears directly in connection with its own operation,
the Funds would also bear their pro rata portions of each other investment
company's advisory and operational expenses.

ILLIQUID SECURITIES.
Each Fund may invest up to 15% of its net assets in securities that are
considered illiquid. An illiquid investment is generally an investment that is
not registered in the under U.S. securities laws, cannot be offered for public
sale in the U.S. without first being registered under U.S. securities laws, or
cannot be disposed of within seven days in the normal course of business at
approximately the amount at which the Fund values it. Limitations on resale may
adversely affect the marketability of illiquid securities and the Fund may not
be able to dispose of these securities at the desired time and price. A Fund
may bear additional expenses if it has to register these securities under U.S.
securities laws before being resold.

TEMPORARY INVESTMENTS.
The Funds may from time to time on a temporary basis to maintain liquidity or
when the Investment Adviser determines that the market conditions call for a
temporary defensive posture, invest all of their assets in short-term
instruments. These temporary investments include: notes issued or guaranteed
by the U.S. government, its agencies or instrumentalities; commercial paper
rated in the highest two rating categories; certificates of deposit; repurchase
agreements and other high grade corporate debt securities.

MUNICIPAL SECURITIES.
Although the Portfolios are intended primarily for tax-exempt institutional
investors and will be managed without regard to potential tax considerations,
each Fund may invest up to 5% of its net assets in tax-exempt securities such as
state and municipal bonds if the Investment Adviser believes they will provide
competitive returns.

ZERO COUPON SECURITIES.
Each of the Funds may invest up to 50% of its net assets in "zero coupon"
securities issued or guaranteed by the U.S. Government and its agencies and
instrumentalities. Zero coupon securities are debt securities which are issued
at a discount to their face amount and do not entitle the holder to any periodic
payments of interest prior to maturity. Rather, interest earned on zero coupon
securities accretes at a stated yield until the securities reaches its face
amount at maturity. Federal income tax law requires the holder of a zero coupon
security to recognize income with respect to the security prior to the receipt
of cash payments. To maintain its qualification as a regulated investment
company and avoid liability of federal income taxes, the Fund will be required
to distribute income accrued with respect to zero coupon securities which it
owns, and may have to sell portfolio securities (perhaps at disadvantageous
times) in order to generate cash to satisfy these distribution requirements.

THE FUNDS' INVESTMENT TECHNIQUES

REPURCHASE AGREEMENTS.
Each Fund may enter into repurchase agreements. The purchase by the Fund of a
security that seller has agreed to buy back, usually within one to seven days.
The seller's promise to repurchase the security is fully collateralized by
securities equal in value to 102% of the purchase price, including accrued
interest. If the seller defaults and the collateral value declines, the Fund
might incur a loss. If the seller declares bankruptcy, the Fund may not be able
to sell the collateral at the desired time. The Funds enter into these
agreements only with brokers, dealers, or banks that meet credit quality
standards established by the Board of Trustees of the Master Trust.

SHORT SALES.
The Strategic Income and High Yield Bond Funds may maintain short positions in
securities. A "short sale" is the sale by the Fund of a security which has
been borrowed from a third party on the expectation that the market price will
drop. If the price of the security drops, the Fund will make a profit by
purchasing the security in the open market at lower price than at which it sold
the security. If the price of the security rises, the Fund may have to cover
its short position at a higher price than the short sale price, resulting in a
loss. A short sale can be covered or uncovered. In a covered short sale, the
Fund either (1) borrows and sells securities it already owns (also known as a
short sale "against the box"), or (2) deposits in a segregated account cash,
U.S. government securities, or other liquid securities in an amount equal to the
difference between the market value of the securities and the short sale price.
Use of uncovered short sales is a speculative investment technique and has
potentially unlimited risk. Accordingly, a Fund will not make uncovered short
sales in an amount exceeding the lesser of 2% of the Fund's net assets or 2% of
the securities of such class of the issuer. The Board of Trustees has
determined that no Fund will make short sales if to do so would create
liabilities or
<PAGE>

require collateral deposits of more than 25% of the Fund's total assets.

WHEN ISSUED AND DELAYED DELIVERY TRANSACTIONS.
Each Fund may purchase or sell securities for delivery at a future date,
generally 15 to 45 days after the commitment is made. The other party's failure
to complete the transaction may cause the Fund to miss a price or yield
considered to be advantageous. A 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 securities.

BORROWING.
Each Fund may borrow up to 20% of its total assets for temporary, extraordinary
or emergency purposes, such as to provide cash for redemption requests without
having to sell portfolio securities at an inopportune time. Each Fund may also
borrow money through reverse repurchase agreements, uncovered short sales, and
other techniques. All borrowings by a Fund cannot exceed one-third of a Fund's
total assets.

As a consequence of borrowing, a Fund will incur obligations to pay interest,
resulting in an increase in expenses.

SECURITIES LENDING.
Each Fund may lend securities to financial institutions such as banks,
broker/dealers and other recognized institutional investors in amounts up to 30%
of the Fund's total assets. These loans earn income for the Fund and are
collateralized by cash, securities, letters of credit or any combination
thereof. The Fund might experience loss if the financial institution defaults
on the loan.

Each Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates. Such efforts
could limit potential gains that might result from a relative increase in the
value of such currencies, and might, in certain cases, result in losses to a
Fund.

OPTIONS
The Funds may deal in options on securities, securities indices and foreign
currencies. The Funds may use options to manage stock prices, interest rate and
currency risks. A Fund may not purchase or sell options if more than 25% of its
net assets would be hedged. The Funds (except Short Intermediate) may also
write covered call options and secured put options to seek to generate income or
lock in gains on up to 25% of their net assets.

FUTURES AND OPTIONS ON FUTURES
The Funds may enter into futures contracts, or options thereon, involving
foreign currency, interest rates, securities, except for the Short Intermediate
and Fully Discretionary Funds, for hedging purposes only. 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.

As a general rule, no Fund will purchase or sell futures if, immediately
thereafter, more than 25% of its net assets would be hedged.

RISKS OF FUTURES AND OPTIONS TRANSACTIONS
When a Fund uses options, futures and options on futures as hedging devices,
there is a risk that the prices of the hedging vehicles may not correlate
perfectly with the prices of the securities in the portfolio. This may cause
the futures contract and any related options to react differently than the
Fund's portfolio securities to market changes. In addition, the Investment
Adviser could be incorrect in its expectations about the direction or the extent
of market movements. In these events, a Fund could lose money on the futures
contracts or option.

It is not certain that a secondary market for positions in futures contracts or
for options will exist at all times. Although the Investment Adviser will
consider liquidity before entering into these transactions, there is no
assurance that a liquid secondary market will exist for these instruments.

NON-HEDGING STRATEGIC TRANSACTIONS (STRATEGIC INCOME FUND)
Each Fund's options, futures and swap transactions will generally be entered
into for hedging purposes -- to protect against possible changes in the market
values of securities held in or to be purchased for the Fund's portfolio
resulting from securities markets, currency, or interest rate fluctuations, to
protect the Fund's unrealized gains in the values of its portfolio securities,
to facilitate the sale of such securities for investment purposes, to manage the
effective maturity or duration of the Fund's portfolio, or to establish a
position in the derivatives markets as a
<PAGE>

temporary substitute for purchase or sale of particular securities. However, in
addition to the hedging transactions referred to above, the Strategic Income
Fund may enter into options, futures and swap transactions to enhance potential
gain in circumstances where hedging is no involved. The Fund's net loss
exposure resulting from transactions entered into for such purposes will not
exceed 5% of the Fund's net assets at any one time and, to the extent necessary,
the Fund will close out transactions in order to comply with this limitation.
Such transactions are subject to the limitations described above under
"Options," "Futures Contracts," and "Interest Rate and Currency Swaps," and to
the same types of risks as described under "Special Hedging Considerations."

CORPORATE BOND RATINGS

DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS

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

Aa - Bonds rated Aa are judged to be 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 other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.

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

Baa - Bonds rated Baa 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.

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

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

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

Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modified 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

DESCRIPTION OF S&P'S CORPORATE BOND RATINGS

AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's to a
debt obligation. Capacity to pay interest and repay principal is extremely
strong.

AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.

A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
<PAGE>

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

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

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

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

CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.

C - The rating C 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.

CI - The rating CI is reserved for income bonds on which no interest is being
paid.

D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating will also be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

The ratings from AA to CCC may be modified by the addition of a plus or minus
sign to show relative standing within the major rating categories.

<PAGE>

NEW ACCOUNT FORM (NON-IRA)

FIXED INCOME INSTITUTIONAL PORTFOLIOS

(FOR AN IRA ACCOUNT APPLICATION, CALL 800-551-8043

MAIL TO:
Nicholas|Applegate Mutual Funds
PO Box 8326
Boston, MA 02266-8326

1. YOUR ACCOUNT REGISTRATION

/ / INDIVIDUAL OR JOINT ACCOUNT

- --------------------------------------------------------------------------------
First Name Middle Initial Last Name

- -
- ----- ----- ------
Social Security Number

- --------------------------------------------------------------------------------
Joint Tenant (if any) Middle Initial Last Name

- -
- ----- ----- ------
Social Security Number

/ / GIFT OR TRANSFER TO MINOR (UGMA/UTMA)

- --------------------------------------------------------------------------------
Custodian's First Name (only one) Middle Initial

- --------------------------------------------------------------------------------
Last Name Social Security Number

- --------------------------------------------------------------------------------
Minor's First Name (only one) Middle Initial Last Name

- --------------------------------------------------------------------------------
Minor's State of Residence Minor's Date of Birth Minor's Social Security
Number

/ / TRUST, CORPORATION, PARTNERSHIP, OR OTHER ENTITY (CORPORATE RESOLUTION
REQUIRED)

- --------------------------------------------------------------------------------
Name of Trust, Corporation or Other Entity

- --------------------------------------------------------------------------------
Trustee Name(s) or Type of Entity Date of Trust Agreement

- --------------------------------------------------------------------------------
Name of Beneficiary (optional) Taxpayer Identification Number

2. YOUR ADDRESS
Do you have any other identically registered Nicholas|Applegate accounts?
/ / Yes / / No

CITIZENSHIP:
/ / U.S. / / Resident Alien / / Non-resident Alien
----------------------------
specify country (if not U.S.)

- --------------------------------------------------------------------------------
Street Address or PO Box Number Apartment Number

- --------------------------------------------------------------------------------
CITY STATE ZIP

- --------------------------------------------------------------------------------
Area Code Home Phone

- --------------------------------------------------------------------------------
Area Code Business Phone

3. YOUR INVESTMENT

- -Please select your fund choices and appropriate share class

- -See prospectus for investment minimums.

CLASS AMOUNT
- --------------------------------------------------------------------------------
Short-Intermediate Fixed I(182) / / $
Income
- --------------------------------------------------------------------------------
Fully Discretionary Fixed I(183) / / $
Income
- --------------------------------------------------------------------------------
Strategic Income I(752) / / $

- --------------------------------------------------------------------------------
High-Yield Bond I(377) / / $

- --------------------------------------------------------------------------------
Other $

- --------------------------------------------------------------------------------
Total $

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

4. YOUR METHOD OF PAYMENT

/ / By Check: Payable to Nicholas|Applegate Mutual Funds
(third party checks will not be accepted)

/ / By Wire: Please call 1-800-551-8043 for your account number

/ / By Exchange: Portfolio from which you are exchanging

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

/ / By Confirm Trade Order: Trade Order #
------------------------------

5. YOUR DIVIDEND AND CAPITAL GAIN PAYMENT OPTIONS

<PAGE>

Distributions will automatically be reinvested in additional shares or your
Fund(s) unless you check the box(es) below.

DIVIDENDS (check one) / / Reinvest / / Cash
Capital Gains (check one) / / Reinvest / / Cash

/ / Cross Fund Reinvestment + (optional) --Reinvest all dividends and capital
gains into an existing account in another Nicholas-Applegate Portfolio.

From
- ---------------------------------------------------
(Portfolio Name)

To
- ---------------------------------------------------
(Portfolio Name)

+ Must be same account type and class of shares. Must be a $5,000 minimum
account value for this service.

6. TELEPHONE REDEMPTIONS AND EXCHANGES

This allows you to use the telephone to redeem or exchange shares, unless you
check to box below.

Redemptions will be made payable to the registered owners(s) and mailed to the
address of record. Maximum redemption by telephone is $50,000.

/ / I do not want telephone redemption privilege.

/ / I do not want telephone exchange privilege.

7. SYSTEMATIC INVESTMENT- TO MY MUTUAL FUND ACCOUNT VIA ACH

/ / Check this box to invest on a regular basis from your bank account. Please
complete "Checking Account Information" (Section 10).

- -----------------------------------------------------------
Fund Name Amount ($50 minimum) Day*

- -----------------------------------------------------------
Monthly Quarterly (Jan/April/July/Oct)

- -----------------------------------------------------------
Fund Name Amount ($50 minimum) Day*

- -----------------------------------------------------------
Monthly Quarterly (Jan/April/July/Oct)

* IF YOU DO NOT PROVIDE A DATE, THEN IT WILL BE THE 15TH OF THE MONTH.

8. SYSTEMATIC EXCHANGES-FROM ONE NICHOLAS-APPLEGATE MUTUAL FUND ACCOUNT TO
ANOTHER.

/ / Check this box to exchange on a regular basis from one Nicholas-Applegate
account to another. (MUST BE SAME SHARE CLASS AND REGISTRATION.)

From:

- --------------------------------------------------------------------------------
Fund Name Amount ($50 MINIMUM, $5,000 MINIMUM

- --------------------------------------
ACCOUNT VALUE) Day* Monthly

Quarterly (Jan/April/July/Oct)

- ------------------------------
Account Number (IF KNOWN)

To:

- --------------------------------------------------------------------------------
Fund Name Amount ($50 MINIMUM, $5,000 MINIMUM

- -----------------------------------------------
ACCOUNT VALUE) Day* Monthly

Quarterly (Jan/April/July/Oct)

- ------------------------------
Account Number (IF KNOWN)

*IF YOU DO NOT PROVIDE A DATE, THEN IT WILL DEFAULT TO THE 15TH OF THE MONTH.

9. SYSTEMATIC WITHDRAWAL-FROM MY MUTUAL FUND ACCOUNT VIA ACH OR CHECK

/ / Check this box to withdraw on a regular basis from my muitual fund account.
Please complete "Checking Account Information" below (SECTION 10).

BY ACH TO MY BANK ACCOUNT

- --------------------------------------------------------------------------------
Fund Name Amount ($50 minumum, $5,000 min. account value) Day*

Monthly Quarterly (Jan/April/July/Oct)

BY CHECK (DO NOT NEED TO COMPLETE SECTION 11)

<PAGE>

- --------------------------------------------------------------------------------
Fund Name Amount ($50 minumum, $5,000 min. account value) Day* 15

Monthly Quarterly (Jan/April/July/Oct)

SEND PROCEEDS TO:

/ / Address of record

/ / Special Payee (LIST BELOW)

- -------------------------------------------------------
First Name Middle Initial Last Name

- -------------------------------------------------------
Address City State Zip

* IF YOU DO NOT PROVIDE A DATE, THEN IT WILL DEFAULT TO THE 15TH OF THE MONTH.

10. CHECKING ACCOUNT INFORMATION - FOR ACH OR REDEMPTIONS BY WIRE

Must be completed for Sections 7 and 9. PLEASE ATTACH A VOIDED CHECK OR DEPOSIT
SLIP.

- -----------------------------
Name of Institution

- --------------------------------------------------------------------
Address City State Zip

- --------------------------------------------
Bank ABA Number Bank Account Number

- ---------------------------------------------------------------------
Any joint owner of your bank account who is NOT a joint owner of your
portfolio account(s) must sign above.

11. DUPLICATE STATEMENTS

/ / I wish to have a duplicate statement sent to the interested party listed
below.

- -----------------------------------------------------------------------------
Name of interested party

- --------------------------------------------------------------------
Address City State Zip

(SEE REVERSE)
- --------------------------------------------------------------------

12. SIGNATURES

BY SIGNING THIS NEW ACCOUNT FORM BELOW, I ASSURE THAT:

- - I am of legal age in my state and have the authority and legal capacity to
purchase mutual fund shares.

- - I understand that neither the fund(s) nor the distributor,
Nicholas-Applegate Securities, is a bank and that fund shares are not
obligations of or guaranteed by any bank or insured by the FDIC.

- - I understand that mutual funds involve risks, including possible loss of
principal.

I CERTIFY, UNDER PENALTIES OF PERJURY, THAT:

2. / / I am NOT currently subject to IRS Backup Withholding because (a) I have
not been notified of it or (b) notification has been revoked.

/ / I am currently subject to IRS Backup Withholding.

- --------------------------------------------------------------------------------
Shareowner, Custodian, Trustee or Authorized Officer Date

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

Joint Qwner, Custodian, Trustee or Authorized Officer Date

<PAGE>

FOR MORE INFORMATION

Two documents are available
that offer further information
on the Nicholas/Applegate
Mutual Funds:

ANNUAL/SEMI-ANNUAL
REPORTS TO
SHAREHOLDERS

Includes financial statements,
detailed performance
information, portfolio holdings,
a statement from portfolio
management, and the auditor's
report.

STATEMENT OF
ADDITIONAL
INFORMATION (SAI)

The SAI contains more detailed
information on all aspects of the
Portfolios.

A current SAI has been filed
with the Securities and
Exchange Commission
and is incorporated by reference
into this prospectus.

To request a free copy of the
current annual/semi-annual
report or SAI, please call or
write:

Nicholas Applegate Mutual
Funds
P.O. Box 82169
San Diego, CA 92138-2169
Telephone: (800) 551-8643

NICHOLAS | APPLEGATE

600 West Broadway
San Diego, California 92101
800 - 551 - 8045
Nicholas-Applegate Securities, Distributor
www.nacm.com

<PAGE>

NICHOLAS-APPLEGATE-Registered Trademark- MUTUAL FUNDS
INSTITUTIONAL PORTFOLIOS
600 WEST BROADWAY, 30TH FLOOR
SAN DIEGO, CALIFORNIA 92101
(800) 551-8643

STATEMENT OF ADDITIONAL INFORMATION

July 22, 1997

Nicholas-Applegate Mutual Funds (the "Trust") is an open-end management
investment company currently offering a number of separate diversified
portfolios. This Statement of Additional Information contains information
regarding sixteen of these portfolios (each a "Portfolio" and collectively the
"Portfolios"): Nicholas-Applegate Large Cap Institutional Portfolio (the "Large
Cap Portfolio"); Nicholas-Applegate Core Growth Institutional Portfolio (the
"Core Growth Portfolio"); Nicholas-Applegate Emerging Growth Institutional
Portfolio (the "Emerging Growth Portfolio"); Nicholas-Applegate Mini Cap
Institutional Portfolio (the "Mini Cap Portfolio"); Nicholas-Applegate Income &
Growth Institutional Portfolio (the "Income & Growth Portfolio");
Nicholas-Applegate Balanced Growth Institutional Portfolio (the "Balanced
Portfolio"); Nicholas-Applegate International Core Growth Institutional
Portfolio (the "International Core Growth Portfolio"); Nicholas-Applegate
Worldwide Growth Institutional Portfolio (the "Worldwide Portfolio");
Nicholas-Applegate International Small Cap Growth Institutional Portfolio (the
"International Small Cap Growth Portfolio"); Nicholas-Applegate Global Growth &
Income Institutional Portfolio (the "Global Growth & Income Portfolio");
Nicholas-Applegate Emerging Countries Institutional Portfolio (the "Emerging
Countries Portfolio"); Nicholas-Applegate Short-Intermediate Institutional
Portfolio (the "Short-Intermediate Portfolio"); Nicholas-Applegate Fully
Discretionary Institutional Portfolio (the "Fully Discretionary Portfolio");
Nicholas-Applegate Strategic Income Institutional Portfolio (the "Strategic
Income Portfolio"); and Nicholas-Applegate High Yield Bond Institutional
Portfolio (the "High Yield Bond 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"), an open-end management investment company organized as a
Delaware business trust.

The various Portfolios of the Trust may from time to time be
collectively referred to as the "Nicholas-Applegate Advisory Portfolios."

This Statement of Additional Information is not a prospectus, but
contains information in addition to and more detailed than that set forth in the
Portfolios' Prospectuses and should be read in conjunction with such
Prospectuses. The Prospectuses may be obtained without charge by calling or
writing the Trust at the address and phone number written above.

TABLE OF CONTENTS

Page

General Information. . . . . . . . . . . . . . . . . . . . . . . . B-2
Investment Objectives, Policies and Risks. . . . . . . . . . . . . B-2
Investment Restrictions. . . . . . . . . . . . . . . . . . . . . . B-25
Principal Holders of Securities. . . . . . . . . . . . . . . . . . B-28
Trustees and Principal Officers. . . . . . . . . . . . . . . . . . B-30
Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . B-33
Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . B-35
Distributor. . . . . . . . . . . . . . . . . . . . . . . . . . . . B-36
Portfolio Transactions and Brokerage . . . . . . . . . . . . . . . B-36
Purchase and Redemption of Portfolio Shares. . . . . . . . . . . . B-38
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . B-39
Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . . . . B-41
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . B-42
Performance Information. . . . . . . . . . . . . . . . . . . . . . B-46
Custodian, Transfer and Dividend Disbursing Agent,
Independent Auditors and Legal Counsel . . . . . . . . . . . . . B-55
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . B-55
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 the sixteen Portfolios
identified on the cover page.

The Master Trust offers shares of sixteen separate series (each a
"Fund" and collectively the "Funds") to the Portfolios and other investment
companies and institutional investors, including the following: the
Nicholas-Applegate Large Cap Growth Fund (the "Large Cap Growth Fund"), in which
the Large Cap Portfolio invests; the Nicholas-Applegate Core Growth Fund (the
"Core Growth Fund"), in which the Core Growth Portfolio invests; the
Nicholas-Applegate Value Fund (the "Value Fund"), in which the Value Portfolio
invests; the Nicholas-Applegate Emerging Growth Fund (the "Emerging Growth
Fund"), in which the Emerging Growth Portfolio invests; the Nicholas-Applegate
Mini Cap Fund (the "Mini Cap Fund"), in which the Mini Cap Portfolio invests;
the Nicholas-Applegate Income & Growth Fund (the "Income & Growth Fund"), in
which the Income & Growth Portfolio invests; the Nicholas-Applegate Balanced
Fund (the "Balanced Fund"), in which the Balanced Growth Portfolio invests; the
Nicholas-Applegate International Core Growth Fund (the "International Core
Growth Fund"), in which the International Core Growth Portfolio invests; the
Nicholas-Applegate Worldwide Growth Fund (the "Worldwide Fund"), in which the
Worldwide Portfolio invests; the Nicholas-Applegate International Small Cap
Growth Fund (the "International Small Cap Growth Fund"), in which the
International Small Cap Growth Portfolio invests; the Nicholas-Applegate Global
Growth & Income Fund (the "Global Growth & Income Fund"), in which the Global
Growth & Income Portfolio invests; the Nicholas-Applegate Emerging Countries
Fund (the "Emerging Countries Fund"), in which the Emerging Countries Portfolio
invests; the Nicholas-Applegate Short-Intermediate Fund (the "Short-Intermediate
Fund"), in which the Short-Intermediate Portfolio invests; the
Nicholas-Applegate Fully Discretionary Fund (the "Fully Discretionary Fund"), in
which the Fully Discretionary Portfolio invests; the Nicholas-Applegate
Strategic Income Fund (the "Strategic Income Fund"), in which the Strategic
Income Portfolio invests; and the Nicholas-Applegate High Yield Bond Fund (the
"High Yield Bond Fund"), in which the High Yield Bond Portfolio invests.

INVESTMENT OBJECTIVES, POLICIES AND RISKS

As each Portfolio seeks to achieve its investment objective by
investing all of its assets in a corresponding Fund with the same investment
objective as the Portfolio, the following discussion describes the various
investment policies and techniques employed by the Funds. There can be no
assurance that any of the Funds or Portfolios will achieve their investment
objectives.

EQUITY SECURITIES OF GROWTH COMPANIES

Each Fund may invest 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. Such investments
will be diversified over a cross-section of industries and individual companies.
For the Mini Cap Fund substantially all of these companies will be, and for the
other funds (except the Large Cap Fund) some of these companies will be,
organizations with market capitalizations of $500 million or less or companies
that have limited product lines, markets and financial resources and are
dependent upon a limited management group. Examples of possible investments
include emerging growth companies employing new technology, cyclical companies,
initial public offerings of companies offering high growth potential, or other
corporations offering good potential for high growth in market value. The
securities of such companies may be subject to more abrupt or erratic market
movements than larger, more established companies both because the securities
typically are traded in lower volume and because the issuers typically are
subject to a greater degree to changes in earnings and prospects.

B-2
<PAGE>

PREFERRED STOCK

Each Fund may invest in preferred stock. Preferred stock, unlike common
stock, offers a stated dividend rate payable from a corporation's earnings.
Such preferred stock dividends may be cumulative or non-cumulative,
participating, or auction rate. If interest rate rise, the fixed dividend on
preferred stocks may be less attractive, causing the price of preferred stocks
to decline. Preferred stock may have mandatory sinking fund provisions, as well
as call/redemption provisions prior to maturity, a negative feature when
interest rates decline. Dividends on some preferred stock may be "cumulative,"
requiring all or a portion of prior unpaid dividends to be paid before dividends
are paid on the issuer's common stock. Preferred stock also generally has a
preference over common stock on the distribution of a corporation's assets in
the event of liquidation of the corporation, and may be "participating," which
means that it may be entitled to a dividend exceeding the stated dividend in
certain cases. The rights of preferred stocks on the distribution of a
corporation's assets in the event of a liquidation are generally subordinate to
the rights associated with a corporation's debt securities.

CONVERTIBLE SECURITIES AND WARRANTS

Each Fund may invest in convertible securities and 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.

The market value of convertible debt 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 debt securities have greater yields than do
shorter term debt securities of similar quality, they are subject to greater
price fluctuations. A convertible security may be subject to redemption at the
option of the issuer at a price established in the instrument governing the
convertible security. If a convertible security held by a Fund is called for
redemption, the Fund must permit the issuer to redeem the security, convert it
into the underlying common stock or sell it to a third party. Rating
requirements do not apply to convertible debt securities purchased by the Funds.

As a matter of operating policy, no Fund will invest more than 5% of its
net assets in warrants. 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).

SYNTHETIC CONVERTIBLE SECURITIES

The Large Cap Growth, Income & Growth, Value, International Core Growth,
Global Growth & Income, Strategic Income and High Yield Bond Funds may invest in
"synthetic" convertible securities, which are derivative positions composed of
two or more different securities whose investment characteristics, taken
together, resemble those of convertible securities. For example, a Fund may
purchase a non-convertible debt security and a warrant or option, which enables
the Fund to have a convertible-like position with respect to a company, group of
companies or stock index. Synthetic convertible securities are typically
offered by financial institutions and investment banks in private placement
transactions. Upon conversion, the Fund generally receives an amount in cash
equal to the difference between the conversion price and the then current value
of the underlying security. Unlike a true convertible security, a synthetic

B-3
<PAGE>

convertible comprises two or more separate securities, each with its own market
value. Therefore, the market value of a synthetic convertible is the sum of the
values of its fixed-income component and its convertible component. For this
reason, the values of a synthetic convertible and a true convertible security
may respond differently to market fluctuations. The Fund only invests in
synthetic convertibles with respect to companies whose corporate debt securities
are rated "A" or higher by Moody's or "A" or higher by S&P and will not invest
more than 15% of its net assets in such synthetic securities and other illiquid
securities.

EURODOLLAR CONVERTIBLE SECURITIES

The Income & Growth, International Core Growth, Worldwide Growth,
International Small Cap Growth, Global Growth & Income, Emerging Countries,
Strategic Income and High Yield Bond Funds may invest in Eurodollar convertible
securities, which are fixed-income securities of a U.S. issuer or a foreign
issuer that are issued outside the United States and are convertible into
equity securities of the same or a different issuer. Interest and dividends on
Eurodollar securities are payable in U.S. dollars outside of the United States.
The Funds may invest without limitation in Eurodollar convertible securities
that are convertible into foreign equity securities listed, or represented by
ADRs listed, on the New York Stock Exchange or the American Stock Exchange or
convertible into publicly traded common stock of U.S. companies. Each Fund may
also invest up to 15% of its total assets invested in convertible securities,
taken at market value, in Eurodollar convertible securities that are convertible
into foreign equity securities which are not listed, or represented by ADRs
listed, on such exchanges.

EURODOLLAR AND YANKEE DOLLAR INSTRUMENTS

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

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.

Securities with ratings below "Baa" and/or "BBB" are commonly referred
to as "junk bonds." Such bonds are subject to greater market fluctuations and
risk of loss of income and principal than higher rated bonds for a variety of
reasons, including the following:

SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES. The economy and
interest rates affect high yield securities differently from other securities.
For example, the prices of high yield bonds have been found to be less sensitive
to interest rate changes than higher-rated investments, but more sensitive to
adverse economic changes or individual corporate developments. Also, during an
economic downturn or substantial period of rising interest rates, highly
leveraged issuers may experience financial stress which would adversely affect
their ability to service their principal and interest obligations, to meet
projected business goals, and to obtain additional financing. If the issuer of
a bond defaults, a Fund may incur additional expenses to seek recovery. In
addition, periods of economic uncertainty and changes can be expected to result
in increased volatility of market prices of high yield bonds and the Funds'
asset values.

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PAYMENT EXPECTATIONS. High yield bonds present certain risks based on
payment expectations. For example, high yield bonds may contain redemption and
call provisions. If an issuer exercises these provisions in a declining interest
rate market, a Fund would have to replace the security with a lower yielding
security, resulting in a decreased return for investors. Conversely, a high
yield bond's value will decrease in a rising interest rate market, as will the
value of the Fund's assets. If a Fund experiences unexpected net redemptions,
it may be forced to sell its high yield bonds without regard to their investment
merits, thereby decreasing the asset base upon which the Fund's expenses can be
spread and possibly reducing the Fund's rate of return.

LIQUIDITY AND VALUATION. To the extent that there is no established
retail secondary market, there may be thin trading of high yield bonds, and this
may impact the Investment Adviser's ability to accurately value high yield bonds
and the Funds' assets and hinder the Funds' ability to dispose of the bonds.
Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of high yield bonds, especially
in a thinly traded market.

CREDIT RATINGS. Credit ratings evaluate the safety of principal and
interest payments, not the market value risk of high yield bonds. The rating of
an issuer is also heavily weighted by past developments and does not necessarily
reflect probable future conditions. There is frequently a lag between the time
a rating is assigned and the time it is updated. Also, since credit rating
agencies may fail to timely change the credit ratings to reflect subsequent
events, the Investment Adviser must monitor the issuers of high yield bonds in
the Funds' portfolios to determine if the issuers will have sufficient cash flow
and profits to meet required principal and interest payments, and to assure the
bonds' liquidity so the Funds can meet redemption requests. The Income & Growth
and Balanced Funds will not retain more than 35% of their respective net assets
in non-investment grade debt securities, and the other Funds will not retain
more than 5% of their respective net assets in such securities.

SHORT-TERM INVESTMENTS

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

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

A Fund holding instruments of foreign banks or financial institutions
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations of
U.S. domestic issuers. See "Foreign Investments" below. 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. Federal and state laws and regulations require domestic
banks to maintain specified levels of reserves, limited in the amount which
they can loan to a single borrower, and subject to other regulations designed to
promote financial soundness. However, such laws and regulations do not
necessarily apply to foreign bank obligations that a Fund may acquire.

In addition to purchasing certificates of deposit and bankers'
acceptances, to the extent permitted under their respective investment
objectives and policies stated above and in their Prospectuses, the Funds 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.

B-5
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SAVINGS ASSOCIATION OBLIGATIONS. The Funds may invest in certificates
of deposit (interest-bearing time deposits) issued by savings banks or savings
and loan associations that have capital, surplus and undivided profits in excess
of $100 million, based on latest published reports, or less than $100 million if
the principal amount of such obligations is fully insured by the U.S.
Government.

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

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

Corporate obligations include bonds and notes issued by corporations to
finance longer-term credit needs than supported by commercial paper. While such
obligations generally have maturities of ten years or more, the Funds may
purchase 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.

GOVERNMENT OBLIGATIONS

Each Fund may make short-term investments in U.S. Government
obligations. Such obligations include Treasury bills, certificates of
indebtedness, notes and bonds, and issues of such entities as the Government
National Mortgage Association ("GNMA"), Export-Import Bank of the United States,
Tennessee Valley Authority, Resolution Funding Corporation, Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Farm Credit Banks, Federal Land Banks, Federal Housing Administration,
Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage
Corporation, and the Student Loan Marketing Association. No assurance can be
given that the U.S. Government would provide financial support to U.S.
Government-sponsored instrumentalities if it is not obligated to do so by law.

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

MUNICIPAL SECURITIES

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

B-6
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In general, "municipal securities" debt obligations are issued to obtain
funds for a variety of public purposes, such as the construction, repair, or
improvement of public facilities including airports, bridges, housing,
hospitals, mass transportation, schools, streets, water and sewer works.
Municipal securities may be issued to refinance outstanding obligations as well
as to raise funds for general operating expenses and lending to other public
institutions and facilities.

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

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

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

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

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

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

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<PAGE>

In addition, these securities represent a relatively new type of financing, and
certain lease obligations may therefore be considered to be illiquid securities.

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

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

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

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

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

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

Short-Term Discount Notes (tax-exempt commercial paper) are short-term
(365 days or less) promissory notes issued by municipalities to supplement their
cash flow.

ZERO COUPON SECURITIES

The Income & Growth, Balanced, Global Growth & Income,
Short-Intermediate, Fully Discretionary, Strategic Income and High Yield Bond
Funds may each invest up to 35% of its net assets in zero coupon securities
issued or guaranteed by the U.S. Government and its agencies and
instrumentalities. Zero coupon securities may be issued by the U.S. Treasury or
by a U.S. Government agency, authority or instrumentality (such as the Student
Loan Marketing Association or the Resolution Funding Corporation). Zero coupon
securities are sold at a substantial discount from face value and redeemed at
face value at their maturity date without interim cash payments of interest and
principal. This discount is amortized over the life of the security and such
amortization will constitute the income earned on the security for both
accounting and tax purposes. Because of these features, such securities may be
subject to greater volatility as a result of changes in prevailing interest
rates than interest paying investments in which the Funds may invest. Because
income on such securities is accrued on a current basis, even though the Funds
do not receive the income currently in cash, the Funds may have to sell other
portfolio investments to obtain cash needed by the related Portfolios to make
income distributions.

PARTICIPATION INTERESTS

The Strategic Income and High Yield Bond Funds may invest in
participation interests, subject to the limitation on investments by the Funds
in illiquid investments. Neither Fund currently intends to invest more than 5%
of its net assets in such interests. Participation interests represent an
undivided interest in or assignment of a loan made by an issuing financial
institution. No more than 5% of a Fund's net assets can be invested in
participation interests of the same issuing borrower. Participation interests
are primarily dependent upon the financial strength of the borrowing

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<PAGE>

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

VARIABLE AND FLOATING RATE INSTRUMENTS

Each Fund may acquire variable and floating rate instruments. Credit
rating agencies frequently do not rate such instruments; however, the
Investment Adviser under guidelines established by the Master Trust's Board of
Trustees will determine what unrated and variable and floating rate instruments
are of comparable quality at the time of the purchase to rated instruments
eligible for purchase by the Fund. In making such determinations, the
Investment Adviser considers the earning power, cash flow and other liquidity
ratios of the issuers of such instruments (such issuers include financial,
merchandising, bank holding and other companies) and will monitor their
financial condition. An active secondary market may not exist with respect to
particular variable or floating rate instruments purchased by a 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 defaulting 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.

INDEX AND CURRENCY-LINKED SECURITIES

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

Index and currency-linked securities are derivative instruments which
may entail substantial risks. Such instruments may be subject to significant
price volatility. The company issuing the instrument may fail to pay the amount
due on maturity. The underlying investment or security may not perform as
expected by the Investment Adviser. Markets, underlying securities and indexes
may move in a direction that was not anticipated by the Investment Adviser.
Performance of the derivatives may be influenced by interest rate and other
market changes in the U.S. and abroad. Certain derivative instruments may be
illiquid. See "Illiquid Securities" below.

MORTGAGE-RELATED SECURITIES

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

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<PAGE>

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

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

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

Although the underlying mortgage loans in a pool may have maturities of
up to 30 years, the actual average life of the pool certificates typically will
be substantially less because the mortgages will be subject to normal principal
amortization and may be prepaid prior to maturity. Prepayment rates vary widely
and may be affected by changes in market interest rates. In periods of falling
interest rates, the rate of prepayment tends to increase, thereby shortening the
actual average life of the pool certificates. Conversely, when interest rates
are rising, the rate of prepayments tends to decrease, thereby lengthening the
actual average life of the certificates. Accordingly, it is not possible to
predict accurately the average life of a particular pool.

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

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

FOREIGN MORTGAGE-RELATED SECURITIES. Foreign mortgage-related
securities are interests in pools of mortgage loans made to residential home
buyers domiciled in a foreign country. These include mortgage loans made by
trust and mortgage loan companies, credit unions, chartered banks, and others.
Pools of mortgage loans are assembled

B-10
<PAGE>

as securities for sale to investors by various governmental, government-related
and private organizations (e.g., Canada Mortgage and Housing Corporation and
First Australian National Mortgage Acceptance Corporation Limited). The
mechanics of these mortgage-related securities are generally the same as those
issued in the United States. However, foreign mortgage markets may differ
materially from the U.S. mortgage market with respect to matters such as the
sizes of loan pools, pre-payment experience, and maturities of loans.

"ROLL" TRANSACTIONS

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

A Fund will engage in roll transactions for the purpose of acquiring
securities for its portfolio consistent with its investment objective and
policies and not for investment leverage. Nonetheless, roll transactions are
speculative techniques and are considered to be the economic equivalent of
borrowings by the Fund . To avoid leverage, the Fund will establish a
segregated account with its Custodian in which it will maintain liquid assets in
an amount sufficient to meet its payment obligations with respect to these
transactions. A Fund will not enter into roll transactions if, as a result,
more than 15% of the Fund's net assets would be segregated to cover such
contracts.

FOREIGN INVESTMENTS

Each Fund (other than the Value Fund) may invest in securities of
foreign issuers that are not publicly traded in the United States. Each Fund
may also invest in depository receipts.

The United States Government from time to time has imposed restrictions,
through taxation or otherwise, on foreign investments by U.S. entities such as
the Funds. If such restrictions should be reinstituted, it might become
necessary for such Funds to invest substantially all of their assets in United
States securities. In such event, the Board of Trustees of the Trust would
consider alternative arrangements, including reevaluation of the Portfolios'
investment objectives and policies, investment of all of the Portfolios' assets
in another investment company with different investment objectives and policies
than the Funds, or hiring an investment adviser to manage the Portfolios'
assets. However, a 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. Each of the Funds may invest in American
Depository Receipts ("ADRs"), which are receipts issued by an American bank or
trust company evidencing ownership of underlying securities issued by a foreign
issuers. 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. The Value, International Core Growth, Worldwide, International
Small Cap Growth, Global Growth & Income, Large Cap, Short-Intermediate, Fully
Discretionary, Strategic Income and High Yield Bond Funds may also invest in
European and Global Depository Receipts ("EDRs" and "GDRs"), which, in bearer
form, are designed for use in European securities markets, and in other
instruments representing securities of foreign companies. Such depository
receipts may be sponsored by the foreign issuer or may be unsponsored.
Unsponsored depository receipts are organized independently and without the
cooperation of the foreign issuer of the underlying securities; as a result,
available information regarding the issuer may not be as current as for
sponsored depository receipts, and the prices of unsponsored depository receipts
may be more volatile than if they were sponsored by the issuer of the underlying
securities. ADRs may be listed on a national securities exchange or may trade
in the over-the-counter market. ADR prices are denominated in 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.

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

MARKET CHARACTERISTICS. Settlement practices for transactions in
foreign markets may differ from those in United States markets, and may include
delays beyond periods customary in the United States. Foreign security trading
practices, including those involving securities settlement where Fund assets may
be released prior to receipt of payment or securities, may expose the Funds to
increased risk in the event of a failed trade or the insolvency of a foreign
broker-dealer.

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

LEGAL AND REGULATORY MATTERS. In addition to nationalization, foreign
governments may take other actions that could have a significant effect on
market prices of securities and payment of interest, including restrictions on
foreign investment, expropriation of goods and imposition of taxes, currency
restrictions and exchange control regulations.

TAXES. The interest payable on certain of the Funds' foreign portfolio
securities may be subject to foreign withholding taxes, thus reducing the net
amount of income available for distribution to the Portfolios' 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 Funds.

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

In considering whether to invest in the securities of a foreign company,
the Investment Adviser considers such factors as the characteristics of the
particular company, differences between economic trends and the performance of
securities markets within the U.S. and those within other countries, and also
factors relating to the general economic, governmental and social conditions of
the country or countries where the company is located. The extent to which a
Fund 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.

SECURITIES SWAPS

The International Core Growth, Worldwide, International Small Cap
Growth, Global Growth & Income and Emerging Countries Funds may enter into
securities swaps, a technique primarily used to indirectly participate in the
securities market of a country from which a Fund would otherwise be precluded
for lack of an established securities custody and safekeeping system. The Fund
deposits an amount of cash with its custodian (or the broker, if legally
permitted) in an amount equal to the selling price of the underlying security.
Thereafter, the Fund pays or receives cash from the broker equal to the change
in the value of the underlying security.

OPTIONS ON SECURITIES AND SECURITIES INDICES

PURCHASING PUT AND CALL OPTIONS. Each Fund (other than the Value and
Short-Intermediate Funds) is authorized to purchase 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. Put and
call options are derivative 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. The Funds will engage in trading of such derivative securities
exclusively for hedging purposes.

B-12
<PAGE>

If a Fund purchases a put option, the Fund acquires the right to
sell the underlying security at a specified price at any time during the term
of the option (for "American-style" options) or on the option expiration date
(for "European-style" options). Purchasing put options may be used as a
portfolio investment strategy when the Investment Adviser perceives
significant short-term risk but substantial long-term appreciation for the
underlying security. The put option acts as an insurance policy, as it
protects against significant downward price movement while it allows full
participation in any upward movement. If the Fund holds a stock which the
Investment Adviser believes 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, is the amount by which the Fund hedges 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 premium paid for the put option less any amount for
which the put may be sold reduces the profit the Fund realizes on the sale of
the securities.

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

Prior to exercise or expiration, an option may be sold when it has
remaining value by a purchaser through a "closing sale transaction," which is
accomplished by selling an option of the same series as the option previously
purchased. The Funds 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. Each Fund (other than the Value, Balanced and
Short-Intermediate Funds) may write covered call options. A call option is
"covered" if a Fund owns the security underlying the call or has an absolute
right to acquire the security without additional cash consideration (or, if
additional cash consideration is required, cash or cash equivalents in such
amount as are held in a segregated account by the 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 a Fund to write another call option on the underlying security with
either a different exercise price, expiration date or both. Also, effecting a
closing transaction allows the cash or proceeds from the concurrent sale of any
securities subject to the option to be used for other investments of the Fund.
If the Fund desires to sell a particular security from its portfolio on which it
has written a call option, it will effect a closing transaction prior to or
concurrent with the sale of the security.

A Fund realizes a gain from a closing transaction if the cost of the
closing transaction is less than the premium received from writing the option or
if the proceeds from the closing transaction are more than the premium paid to
purchase the option. A Fund realizes 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

B-13
<PAGE>

reflect increases in the market price of the underlying security, appreciation
of the underlying security owned by the Fund generally offsets, in whole or in
part, any loss to the Fund resulting from the repurchase of a call option.

STOCK INDEX OPTIONS. Each Fund (other than the Value, Balanced,
Short-Intermediate and Fully Discretionary Funds) may also purchase put and call
options with respect to the S&P 500 and other stock indices. The Funds may
purchase such options as a hedge against changes in the values of portfolio
securities or securities which it intends to purchase or sell, or to reduce
risks inherent in the ongoing management of the Fund.

The distinctive characteristics of options on stock indices create
certain risks not found in stock options generally. Because the value of an
index option depends upon movements in the level of the index rather than the
price of a particular stock, whether the Fund will realize a gain or loss on the
purchase or sale of an option on an index depends upon movements in the level of
stock prices in the stock market generally rather than movements in the price of
a particular stock. Accordingly, successful use by a Fund of options on a stock
index depends on 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 circumstances disrupt trading of
certain stocks included in the index , such as if trading were halted in a
substantial number of stocks included in the index. If this happens, the Fund
could 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. The
Funds 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 a 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, foreign options exchanges do not afford to participants
many of the protections available in United States option exchanges . For
example, there may be no daily price fluctuation limits in such exchanges or
markets, and adverse market movements could therefore continue to an unlimited
extent over a period of time. Although the purchaser of an option cannot lose
more than the amount of the premium plus related transaction costs, this entire
amount could be lost. Moreover, a Fund as an option writer could lose amounts
substantially in excess of its initial investment, due to the margin and
collateral requirements typically associated with such option writing. See
"Dealer Options" below.

DEALER OPTIONS. Each Fund (other than the Value, Income & Growth,
Balanced and Short-Intermediate Funds) may engage in transactions involving
dealer options as well as exchange-traded options. Certain risks are

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<PAGE>

specific to dealer options. While the Funds might look to a clearing
corporation to exercise exchange-traded options, if a Fund purchases a dealer
option it must rely on the selling dealer to perform if the Fund exercises
the option . Failure by the dealer to do so would result in the loss of the
premium paid by the Fund as well as loss of the expected benefit of the
transaction.

Exchange-traded options generally have a continuous liquid market while
dealer options may not. Consequently, a Fund can realize the value of a dealer
option it has purchased only by exercising or reselling the option to the
issuing dealer . Similarly, when a Fund writes a dealer option, the Fund can
close out the option prior to its expiration only by entering into a closing
purchase transaction with the dealer . While the Fund seeks to enter into
dealer options only with dealers who will agree to and can enter into closing
transactions with the Fund, no assurance exists 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, can 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, because 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 Portfolio'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")
takes the position that purchased dealer options are illiquid securities. A
Fund may treat the cover used for written dealer options as liquid if the dealer
agrees that the Fund may repurchase the dealer option it has written for a
maximum price to be calculated by a predetermined formula. In such cases, the
dealer option would be considered illiquid only to the extent the maximum
purchase price under the formula exceeds the intrinsic value of the option.
With that exception, however, the Fund will treat dealer options as subject to
the Fund's limitation on illiquid securities. If the Commission changes its
position on the liquidity of dealer options, the Fund will change its treatment
of such instruments accordingly.

FOREIGN CURRENCY OPTIONS

The International Core Growth, Worldwide, International Small Cap
Growth, Global Growth & Income, Emerging Countries, Fully Discretionary,
Strategic Income, High Yield Bond and Large Cap Funds may buy or sell put and
call options on foreign currencies. A put or call option on a foreign currency
gives the purchaser of the option the right to sell or purchase a foreign
currency at the exercise price until the option expires. The Funds use foreign
currency options separately or in combination to control currency volatility.
Among the strategies employed to control currency volatility is an option
collar. An option collar involves the purchase of a put option and the
simultaneous sale of call option on the same currency with the same expiration
date but with different exercise (or "strike") prices. Generally, the put
option will have an out-of-the-money strike price, while the call option will
have either an at-the-money strike price or an in-the-money strike price.
Foreign currency options are derivative securities. Currency options traded on
U.S. or other exchanges may be subject to position limits which may limit the
ability of the Funds to reduce foreign currency risk using such options.

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

FORWARD CURRENCY CONTRACTS

The International Core Growth, Worldwide, International Small Cap
Growth, Global Growth & Income, Emerging Countries, Fully Discretionary,
Strategic Income, High Yield Bond and Large Cap Funds may enter into forward
currency contracts in anticipation of changes in currency exchange rates. A
forward currency contract is an obligation to purchase or sell a specific
currency at a future date, which may be any fix number of days from the date of
the contract agreed upon by the parties, at a price set at the time of the
contract. For example, a Fund might purchase a particular currency or enter
into a forward currency contract to preserve the U.S. dollar price of securities
it intends to

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<PAGE>

or has contracted to purchase. Alternatively, it might sell a particular
currency on either a spot or forward basis to hedge against an anticipated
decline in the dollar value of securities it intends to or has contracted to
sell. Although this strategy could minimize the risk of loss due to a decline
in the value of the hedged currency, it could also limit any potential gain from
an increase in the value of the currency.

FUTURES CONTRACTS AND RELATED OPTIONS

Each of the Funds (other than the Balanced Fund) may invest in futures
contracts and (other than the Balanced and Short-Intermediate Funds) in options
on futures contracts as a hedge against changes in market conditions or interest
rates. Such Funds trade in such derivative securities for bona fide hedging
purposes and otherwise in accordance with the rules of the Commodity Futures
Trading Commission ("CFTC"). Each such Fund segregates liquid assets in a
separate account with its Custodian when required to do so by CFTC guidelines in
order to cover its obligation in connection with futures and options
transactions.

A Fund does not pay or receive funds upon the purchase or sale of a
futures contract. When it enters into a domestic futures contract, the Fund
deposits in a segregated account with its Custodian liquid assets 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 differs 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 it satisfies all contractual obligations. 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
purchases a stock index futures contract and the price of the underlying stock
index rises, 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 purchases a stock index futures contract and
the price of the underlying stock index declines, the position will be less
valuable requiring the Fund 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. The Fund either pays or
receives cash, thus realizing a loss or a gain.

STOCK INDEX FUTURES CONTRACTS. Each Fund (other than the Balanced Fund)
may invest in futures contracts on stock indices. A stock index futures
contracts is a bilateral agreement pursuant to which the parties agree to take
or make delivery of an amount of cash equal to a specified dollar amount times
the difference between the index value at the close of the last trading day of
the contract and the price at which the contract is originally struck. No
physical delivery of the underlying stocks in the index is made. Currently,
stock index futures contracts can be purchased or sold with respect to the S&P
500 Stock Price Index on the Chicago Mercantile Exchange, the Major Market Index
on the Chicago Board of Trade, the New York Stock Exchange Composite Index on
the New York Futures Exchange and the Value Line Stock Index on the Kansas City
Board of Trade. Foreign financial and stock index futures are traded on foreign
exchanges including the London International Financial Futures Exchange, the
Singapore International Monetary Exchange, the Sydney Futures Exchange Limited
and the Tokyo Stock Exchange.

INTEREST RATE OR FINANCIAL FUTURES CONTRACTS. Each Fund (other than the
Core Growth, Mini Cap, Emerging Growth and Balanced Funds) may invest in
interest rate or financial futures contracts. Bond prices are established in
both the cash market and the futures market. In the cash market, bonds are
purchased and sold with payment for the full purchase price of the bond being
made in cash, generally within five business days after the trade. In the
futures market, a contract is made to purchase or sell a bond in the future for
a set price on a certain date. Historically, the prices for bonds established
in the futures markets have generally tended to move in the aggregate in concert
with cash market prices, and the prices have maintained fairly predictable
relationships.

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<PAGE>

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

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

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

FOREIGN CURRENCY FUTURES CONTRACTS. The Value, International Core
Growth, Worldwide, International Small Cap Growth, Global Growth & Income,
Emerging Countries, Fully Discretionary, Strategic Income, High Yield Bond and
Large Cap Funds may use foreign currency future contracts for hedging purposes.
A foreign currency futures contract provides for the future sale by one party
and purchase by another party of a specified quantity of a foreign currency at a
specified price and time. A public market exists in futures contracts covering
several foreign currencies, including the Australian dollar, the Canadian
dollar, the British pound, the German mark, the Japanese yen, the Swiss franc,
and certain multinational currencies such as the European Currency Unit ("ECU").
Other foreign currency futures contracts are likely to be developed and traded
in the future. The Funds will only enter into futures contracts and futures
options which are standardized and traded on a U.S. or foreign exchange, board
of trade, or similar entity, or quoted on an automated quotation system.

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

To compensate for the imperfect correlation of movements in the price of
securities being hedged and movements in the price of the futures contract, a
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

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<PAGE>

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.

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

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

Successful use of futures by a Fund depends on the Investment Adviser's
ability to predict correctly movements in the direction of the market. For
example, if the Fund hedges 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 a Fund engages
in transactions in futures contracts or options, the Fund could experience
delays and losses in liquidating open positions purchased or sold through the
broker, and incur a loss of all or part of its margin deposits with the broker.

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<PAGE>

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

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

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND RELATED OPTIONS.
Except as described below under "Non-Hedging Strategic Transactions," a Fund
will not engage in transactions in futures contracts or related options for
speculation, but only as a hedge against changes resulting from market
conditions in the values of securities held in the Fund's portfolio or which it
intends to purchase and where the transactions are economically appropriate to
the reduction of risks inherent in the ongoing management of the Fund. A Fund
may not purchase or sell futures or purchase related options if, immediately
thereafter, more than 25% of its net assets would be hedged. A Fund also may
not purchase or sell futures or purchase related options if, immediately
thereafter, the sum of 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, a Fund will deposit an amount
of cash or liquid debt or equity securities, equal to the market value of the
futures contracts, 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 the Trustees of the Master Trust may change them
if applicable law permits such a change and the change is consistent with the
overall investment objective and policies of a Fund.

The extent to which a Fund may enter into futures and options
transactions may be limited by the Internal Revenue Code requirements for
qualification of the corresponding Portfolio as a regulated investment company.
See "Taxes."

INTEREST RATE AND CURRENCY SWAPS

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

B-19
<PAGE>

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

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

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

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

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

CAPS AND FLOORS. The Strategic Income and High Yield Bond Funds may
invest in interest rate and currency caps and floors. An interest rate cap is a
right to receive periodic cash payments over the life of the cap equal to the
difference between any higher actual level of interest rates in the future and a
specified strike (or "cap") level. The cap buyer purchases protection for a
floating rate move above the strike. An interest rate floor is the right to
receive periodic cash payments over the life of the floor equal to the
difference between any lower actual level of interest rates in the future and a
specified strike (or "floor") level. The floor buyer purchases protection for a
floating rate move below the strike. The strikes are typically based on the
three-month LIBOR (although other indices are available) and

B-20
<PAGE>

are measured quarterly. Rights arising pursuant to both caps and floors are
exercised automatically if the strike is in the money. Caps and floors
eliminate the risk that the buyer fails to exercise an in-the-money option.

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

NON-HEDGING STRATEGIC TRANSACTIONS

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

REPURCHASE AGREEMENTS

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

REVERSE REPURCHASE AGREEMENTS

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

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<PAGE>

WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DELAYED SETTLEMENTS

Each 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, a Fund may be required
subsequently to place additional assets in the separate account in order to
assure that the value of the account remains equal to the amount of the Fund's
commitment. It may be expected that a Fund's net assets will fluctuate to a
greater degree when it sets aside portfolio securities to cover such purchase
commitments than when it sets aside cash.

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

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

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

BORROWING

Short sales "not against the box" and roll transactions are considered
borrowings for purposes of the percentage limitations applicable to borrowings.

The use of borrowing by a Fund involves special risk considerations that
may not be associated with other funds having similar objectives and policies.
Since substantially all of a Fund's assets fluctuate in value, whereas the
interest obligation resulting from a borrowing remain fixed by the terms of the
Fund's agreement with its lender, the asset value per share of the Fund tends
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.

The Trust has entered into a Credit Agreement on behalf of its various
series, including the Portfolios, with several banks and The Chase Manhattan
Bank, as administrative agent for the lenders, to borrow up to $75,000,000 from
time to time to satisfy shareholder redemption requests without the necessity
of requiring the Funds to sell portfolio securities, at times when the
Investment Adviser believes such sales are not in the best interests of the
shareholders of the Portfolios or other series of the Trust, in order to provide
the Portfolios or such other series with cash to meet such redemption requests.
The Credit Agreement expires on April 10, 1998, unless renewed by the parties.

Under the Credit Agreement, each Portfolio may borrow, repay and
reborrow amounts (collectively, the "Revolving Credit Loans") in increments of
$50,000, provided the Revolving Credit Loans outstanding at any time aggregate
at least $350,000 (the "Credit Facility"). The Trust will pay a commitment fee
at the rate of 0.10% per

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<PAGE>

annum of the average daily unused portion of the Credit Facility, and may at any
time terminate the Credit Agreement or reduce the lenders' commitment thereunder
in increments of $2,500,000.

While outstanding, the Revolving Credit Loans bear interest,
fluctuating daily and payable monthly, at either of the following rates or a
combination thereof, at the Trust's option: (i) at the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, plus 0.625% per annum; or
(ii) the prime rate of interest of The Chase Manhattan Bank. If, as a result
of changes in applicable laws, regulations or guidelines with respect to the
capital adequacy of any lender, the return on such lender's capital is
reduced, the Trust may be required to adjust the rate of interest to
compensate such lender for such reduction. Each Revolving Credit Loan is
payable in thirty days, and may be prepaid at any time in increments of
$100,000 without premium or penalty. No Portfolio is liable for repayment of
a Revolving Credit Loan to any other Portfolio.

The Credit Agreement contains, among other things, covenants that
require each Portfolio to maintain certain minimum ratios of debt to net worth;
limit the ability of the Trust to incur other indebtedness and create liens on
its assets or guarantee obligations of others; merge or consolidate with, or
sell its assets to, others; make material changes in its method of conducting
business; make distributions to shareholders in excess of the requirements of
Subchapter M of the Internal Revenue Code in the event of a default under the
Credit Agreement; or make changes in fundamental investment policies. The
Credit Agreement also contains other terms and conditions customary in such
agreements, including various events of default.

LENDING PORTFOLIO SECURITIES

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 demanded by the Fund if the demand
meets the terms of the letter. Such terms and the issuing bank must satisfy
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 Core Growth, Mini Cap, Emerging Growth, Worldwide, International
Small Cap Growth, Strategic Income and High Yield Bond Funds may make short
sales of securities they own or have the right to acquire at no added cost
through conversion or exchange of other securities they own (referred to as
short sales "against the box") and short sales of securities which they do not
own or have the right to acquire.

In a short sale that is not "against the box," a Fund sells a security
which it does not own, in anticipation of a decline in the market value of the
security. To complete the sale, the Fund must borrow the security generally
from the broker through which the short sale is made) in order to make delivery
to the buyer. The Fund must 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 Fund replaces the security , the proceeds of the short
sale are retained by the broker, and the Fund must pay to the broker a
negotiated portion of any dividends or interest which accrue during the period
of the loan. To meet current margin requirements, the Fund must deposit with
the broker additional cash or securities so that it maintains with the broker
a total deposit equal to 150% of the current market value of the securities sold
short (100% of the current market value if a security is held in the account
that is convertible or exchangeable into the security sold short within 90 days
without restriction other than the payment of money).

Short sales by a Fund that are not made "against the box" create
opportunities to increase the Fund's return but, at the same time, involve
specific risk considerations and may be considered a speculative technique.
Since the Fund in effect profits from a decline in the price of the securities
sold short without the need to invest the full purchase price of the securities
on the date of the short sale, the Fund's net asset value per share tends to
increase more when

B-23
<PAGE>

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. Short sales theoretically involve unlimited loss potential, as the
market price of securities sold short may continually increase, although a Fund
may mitigate such losses by replacing the securities sold short before the
market price has increased significantly. Under adverse market conditions the
Fund might have difficulty purchasing securities to meet its short sale delivery
obligations, and might have to sell portfolio securities to raise the capital
necessary to meet its short sale obligations at a time when fundamental
investment considerations would not favor such sales.

If a Fund makes a short sale "against the box," the Fund would not
immediately deliver the securities sold and would not receive the proceeds from
the sale. The seller is said to have a short position in the securities sold
until it delivers the securities sold, at which time it receives the proceeds of
the sale. To secure its obligation to deliver securities sold short, a Fund
will deposit in escrow in a separate account with the Custodian an equal amount
of the securities sold short or securities convertible into or exchangeable for
such securities. The Fund can close out its short position by purchasing and
delivering an equal amount of the securities sold short, rather than by
delivering securities already held by the Fund, because the Fund might want to
continue to receive interest and dividend payments on securities in its
portfolio that are convertible into the securities sold short.

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

In the view of the Commission, a short sale involves the creation of a
"senior security" as such term is defined in the Investment Company Act, unless
the sale is "against the box" and the securities sold short are placed in a
segregated account (not with the broker), or unless the Fund's obligation to
deliver the securities sold short is "covered" by placing in a segregated
account (not with the broker) cash, U.S. Government securities or other liquid
debt or equity securities in an amount equal to the difference between the
market value of the securities sold short at the time of the short sale and any
such collateral required to be deposited 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, U.S. Government securities or other liquid debt or equity
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. Each Fund will comply with these requirements. In addition, as
a matter of policy, the Master Trust's Board of Trustees has determined that no
Fund will make short sales of securities or maintain a short position if to do
so could create liabilities or require collateral deposits and segregation of
assets aggregating more than 25% of the Fund's total assets, taken at market
value.

The extent to which a Fund may enter into short sales 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."

ILLIQUID SECURITIES

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

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<PAGE>

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 has determined 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. Investing in restricted
securities eligible for resale under Rule 144A could have the effect of
increasing the level of illiquidity in the Funds to the extent that qualified
institutional buyers become uninterested in purchasing such securities.

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

INVESTMENT TECHNIQUES AND PROCESSES

The Investment Adviser's investment techniques and processes, which it
has used in managing institutional portfolios for many years, are described
generally in the Portfolios' prospectus. In making decisions with respect to
equity securities for the Funds, growth over time-Registered Trademark- is the
Investment Adviser's underlying goal, and the Investment Adviser emphasizes
growth over time through investment in securities of companies with earnings
growth potential. Its investment techniques focus 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.

As indicated in the Portfolios' 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 Funds and the Investment Adviser's other clients. However,
information obtained from a brokerage research firm is confirmed with other
research sources or the Investment Adviser's computer-assisted quantitative
analysis (including "real time" pricing data) of a substantial universe of
potential investments.

DIVERSIFICATION

Each Fund is "diversified" within the meaning of the Investment Company
Act. In order to qualify as diversified, a Fund must diversify its holdings so
that at all times at least 75% of the value of its total assets is represented
by cash and cash items (including receivables), securities issued or guaranteed
as to principal or interest by the United States or its agencies or
instrumentalities, securities of other investment companies, and other
securities (for this purpose other securities of any one issuer are limited to
an amount not greater than 5% of the value of the total assets of the Fund and
to not more than 10% of the outstanding voting securities of the issuer).

The equity securities of each issuer that are included in the
investment portfolio of a Fund are purchased by the Investment Adviser in
approximately equal amounts, and the Investment Adviser attempts to stay fully
invested within the applicable percentage limitations set forth in the
Prospectus. In addition, for each issuer whose securities are

B-25
<PAGE>

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 Portfolios, and the Master Trust, on behalf
of the corresponding Funds, have adopted the following fundamental policies that
cannot be changed without the affirmative vote of a majority of the outstanding
shares of the appropriate Portfolio or Fund, respectively (as defined in the
Investment Company Act). Whenever a Portfolio is requested to vote on a change
in the investment restrictions of a 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 a Fund are changed, the corresponding 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
Portfolio's assets in another investment company with the same investment
objective, policies and restrictions as the 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.

The investment objective of each Fund and Portfolio is a fundamental
policy. In addition, no Portfolio or Fund:

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 a Portfolio or Fund's total assets may be
invested without regard to this restriction and a Portfolio will be permitted to
invest all or a portion of its assets in a corresponding Fund or other
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 a Portfolio or 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 a
Portfolio will be permitted to invest all or a portion of its assets in a
corresponding Fund or other 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 a
Portfolio will be permitted to invest all or a portion of its assets in a
corresponding Fund or other 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 a Portfolio or
Fund in securities of the U.S. Government or its agencies and instrumentalities.

4. May purchase or sell real estate. However, a Portfolio or 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 a Portfolio or Fund may
purchase publicly distributed debt instruments and certificates of deposit and
enter into repurchase agreements. Each Portfolio and Fund reserves the
authority to make loans of its portfolio securities in an aggregate amount not
exceeding 30% of the value of its total assets.

6. 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

B-26
<PAGE>

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 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 Portfolios or
Funds 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 a Portfolio or Fund may
obtain such short-term credit as may be necessary for the clearance of Purchases
and sales of securities.

11. May engage in short sales (other than the Core Growth Portfolio and
Fund, the Mini Cap Portfolio and Fund, the Emerging Growth Portfolio and Fund,
the Worldwide Portfolio and Fund, the International Small Cap Growth Portfolio
and Fund, the Strategic Income Portfolio and Fund and the High Yield Bond
Portfolio and Fund), except that a Portfolio or Fund may use such short-term
credits as are necessary for the clearance of transactions.

12. May invest in securities of other investment companies, except (a)
that a Portfolio may invest all or a portion of its assets in a corresponding
Fund or other 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.

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

14. May enter into transactions for the purpose of arbitrage, or invest
in commodities and commodities contracts, except that a Fund or 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.

15. May purchase or write options on securities, except for hedging
purposes (except in the case of the Short-Intermediate, Fully Discretionary and
Strategic Income Funds, which may do so for non-hedging purposes) and then only
if (i) aggregate premiums on call options purchased by a Fund do not exceed 5%
of its net assets, (ii) aggregate premiums on put options purchased by a Fund do
not exceed 5% of its net assets, (iii) not more than 25% of a Fund's net assets
would be hedged, and (iv) not more than 25% of a Fund's net assets are used as
cover for options written by the Fund.

OPERATING RESTRICTIONS

As a matter of operating (not fundamental) policy adopted by the Boards
of Trustees of the Trust, no Portfolio or Fund:

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

B-27
<PAGE>

2. 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.

In addition, the Value Fund may not purchase or write options on
securities.

PRINCIPAL HOLDERS OF SECURITIES

As of June 30, 1997, the following persons held of record more than 5%
of the outstanding shares of the Portfolios:

Large Cap Growth Institutional Portfolio: Nicholas Applegate 401K,
Profit Sharing Plan, c/o Thomas Pindelski Trustee, 600 West Broadway, San Diego,
California 92101-3311 (5.87%); Sherryl A. Nicholas TTEE, Sherryl A. Nicholas
Revocable Trust U/A DTD 12/08/95, P.O. Box 2295, Rancho Santa Fe, California
92067-2295 (79.14%).

Core Growth Institutional Portfolio: Metz Baking Co. Pension Trust,
Attn: William K. Stoneburg, 1014 Nebraska Street, P.O. Box 448, Sioux City, Iowa
51102-0448 (6.15%); U.S. National Bank of Oregon, FBO Ford Family Foundation,
DTD 3/17/92, P.O. Box 3168, Security Processing PL-6, Portland, Oregon
97208-3168 (7.42%); Libco, Liberty Bank & Trust Co. of Oklahoma City, Attn:
Trust Investment Actng, 6th Floor, P.O. Box 25848, Oklahoma City, Oklahoma
73125-0848 (6.92%); Pacificorp Veba Trust, 700 N.E. Multnomah, Suite 1600,
Portland, Oregon 97232-2131 (12.05%); Consumers Energy Company, Employees
Savings & Incentive Plan Trust A/C #ZG2F, 212 W. Michigan Avenue, Jackson,
Michigan 49201-2276 (16.37%).

Value Institutional Portfolio: Vinod Gupta Trustee of the Vinod
Gupta Charitable Remainder Trust, 5711 S. 86th Circle, P.O. Box 27395, Omaha,
Nebraska 68127-0396 (8.69%); Vinod Gupta Trustee of the Vinod Gupta Rev. Tr.,
P.O. Box 27395, Omaha, Nebraska 68127-0395 (12.14%); Nicholas Applegate 401K,
Profit Sharing Plan, c/o Thomas Pindelski Trustee, 600 West Broadway, San Diego,
California 92101-3311 (6.32%); Sherryl A. Nicholas TTEE, Sherryl A. Nicholas
Revocable Trust U/A DTD 12/08/95, P.O. Box 2295, Rancho Santa Fe, California
92067-2285 (63.83%).

Emerging Growth Institutional Portfolio: City of Sarasota, General
Employees Pension Fund, P.O. Box 1058, Sarasota, Florida 34230-1058 (6.14%);
KPMG Peat Marwick, Attn: Allan Johnson, Partner & Employee Benefits, 3 Chestnut
Ridge Road, Building-3, Floor 2, Montvale, New Jersey 07645 (32.63%); U.S.
National Bank of Oregon, FBO Ford Family Foundation, ID 93-6026156, c/o Trust
Group, P.O. Box 3168, Portland, Oregon 97208-3168 (6.04%); Northern Trust
Company Cust., FBO Advocate Health Care Network, AC# 2633126, P.O. Box 92956,
Chicago, Illinois 60675-2956 (14.64%).

Mini-Cap Growth Institutional Portfolio: U.S. National Bank of
Oregon, FBO Ford Family Foundation, DTD 3/17/92, P.O. Box 3168, Security
Processing PL-6, Portland, Oregon 97208-3168 (15.06%); Charles Schwab & Co.,
Inc., Attn: Mutual Funds, 101 Montgomery Street, San Francisco, California
94104-4122 (12.57%); Arthur E. Nicholas, P.O. Box 2169, Del Mar, California
92014-1469 (7.26%); Wells Fargo Bank NA, Trustee, Northwest Natural Gas
Retirement Trust, P.O. Box 9800, Calabasas, California 91372-0800 (9.12%); Wake
Forest University, P.O. Box 7354, Winston-Salem, North Carolina 27109-7354
(42.36%).

Income & Growth Institutional Portfolio: Edyth Bush Charitable
Foundation, Inc., P.O. Box 1967, Winter Park, Florida 32790-1967 (15.15%);
Butler Family Fund, 501 (C) (3) Exempt Private Foundation, 1600 20th Street NW,
Washington, D.C. 20009-1001 (14.36%); Dalton L. Knauss, Trustee, Dalton L.
Knauss Revocable Trust, DTD 7/21/89, P.O. Box 2173, Carefree, Arizona 85377-2173
(5.98%); Dalton L. Knauss, Trustee, Elaine V. Knauss Revocable Trust, DTD
7/21/89, P.O. Box 2173, Carefree, Arizona 85377-2173 (5.97%); The Cullen Trust
for Higher Education, 601 Jefferson Street, Suite 2300, Houston, Texas
77002-7910 (19.07%).

B-28
<PAGE>

Balanced Growth Institutional Portfolio: Nicholas Applegate Capital
Management, Attn: Thomas Pindelski, 600 West Broadway, 30th Floor, San Diego,
California 92101-3311 (19.01%); Neil F. Marley, M.D., Diann Wylie Marley,
Trustees, N. Marley, M.D., PS Keogh Plan, U/A/D 1/1/89, 732 Grimswood CT., San
Jose, California 95120-2217 (11.17%); Nicholas Applegate 401K Profit Sharing
Plan, c/o Thomas Pindelski, Trustee, 600 West Broadway, 30th Floor, San Diego,
California 92101-3311 (32.58%); Nicholas-Applegate Pension Plan, c/o Thomas
Pindelski, Trustee, 600 West Broadway, 30th Floor, San Diego, California
92101-3311 (15.65%); New Orleans Museum of Art, P.O. Box 19123, New Orleans,
Louisiana 70179-0123 (10.54%).

International Core Growth Institutional Portfolio: Arthur E.
Nicholas, P.O. Box 2168, Del Mar, California 92014-1469 (9.23%); Boatmens Trust
Co. Cust., Blue Cross Blue Shield of Montana, Attn: Mutual Funds, P.O. Box
14737, St. Louis, Missouri 63178-4737 (53.75%); Sherryl A. Nicholas TTEE,
Sherryl A. Nicholas Revocable Trust U/A DTD 12/08/96, P.O. Box 2295, Rancho
Santa Fe, California 92067-2295 (10.28%); Angelo Community Health Foundation,
2909 Sherwood Way, San Angelo, Texas 76901-3558 (16.97%).

Worldwide Growth Institutional Portfolio: Panpipes International
Ltd., c/o A. H. Haynes & Co., 277 Park Avenue, 26th Floor, New York, New York
10172-0099 (10.02%); Nicholas Applegate 401K Profit Sharing Plan, c/o Thomas
Pindelski, Trustee, 600 West Broadway, San Diego, California 92101-3311
(13.29%); Nicholas-Applegate Pension Plan, c/o Thomas Pindelski, Trustee, 600
West Broadway, San Diego, California 92101-3311 (8.84%); Panpipes Offshore Ltd.,
48 Par-La-Ville Road, Suite 464, Hamilton, NMI, Bermuda (6.41%); National City
Bank NE, Trustee, Amer. Cunningham Brennan Co., LPA, Profit Sharing Trust, DTD
6/28/72, FBO David L. Brennan, ATT R. McGuckin, 1 Cascade Plaza, Akron, Ohio
44308 (39.84%).

International Small Cap Growth Institutional Portfolio: Northwest
Natural Gas, C. J. Rue, 220 NW Second Avenue, Portland, Oregon 97209-3943
(12.60%); Charles Schwab & Co., Inc., Attn: Mutual Funds, 101 Montgomery Street,
San Francisco, CA 94104-4122 (15.52%); The Bank of New York, FBO Mary Kay
Cosmetics, Inc. Employees PSP & Savings Plan & Money Purchase Plan, 16251 Dallas
Parkway, Attn: Terry Smith, Dallas, Texas 75248-2603 (7.02%); Austin Fire
Fighters, Relief & Retirement Fund, 3305 Northland Drive, Suite 203, Austin,
Texas 78731-4940 (28.32%); Arthur E. Nicholas, P.O. Box 2169, Del Mar,
California 92014-1469 (8.43%); Sherryl A. Nicholas, Trustee, Sherryl A. Nicholas
Revocable Trust U/A DTD 12/08/95, P.O. Box 2295, Rancho Santa Fe, California
92067-2295 (5.16%); Methodist Home, Texas Non-Profit Corporation, 1111 Herring
Avenue, Waco, Texas 76708-3796 (6.45%).

Emerging Countries Institutional Portfolio: Charles Schwab & Co.,
Inc., Attn: Mutual Funds, 101 Montgomery Street, San Francisco, California
94104-4122 (8.47%); Arthur E. Nicholas, P.O. Box 2169, Del Mar, California
92014-1469 (6.32%); Northern Trust, Cust., FBO Lor Aggressive Growth Emerging
Markets, P.O. Box 92956, Chicago, Illinois 60675-2956 (24.20%); Methodist Home,
Texas Non-Profit Corporation, 1111 Herring Avenue, Waco, Texas 76708-3796
(14.93%); University of Notre Dame Du Lac, 322 Main Building, Notre Dame,
Indiana 46556-5602 (17.16%).

Short-Intermediate Institutional Fixed Income Portfolio: Community
Hospital Foundation, P.O. Box 458, Channelview, Texas 77530-0458 (39.88%);
Indiana State Council of Carpenters Health & Welfare Fund, DTD 9/16/75, William
A. Johnson Morris Assoc., Inc., P.O. Box 50440, Indianapolis, Indiana 46250-0440
(58.04%).

Fully Discretionary Institutional Fixed Income Portfolio: Charles
Schwab & Co., Inc., Special Custody Account for Benefit of Customers, Attn:
Mutual Funds, 101 Montgomery Street, San Francisco, California 94104-4122
(97.17%).

Strategic Income Institutional Portfolio: Sherryl A. Nicholas TTEE,
Sherryl A. Nicholas Revocable Trust U/A DTD 12/08/96, P.O. Box 2295, Rancho
Santa Fe, California 92067-2295 (93.11%).

High Yield Bond Institutional Portfolio: Sherryl A. Nicholas TTEE,
Sherryl A. Nicholas Revocable Trust U/A DTD 12/08/95, P.O. Box 2296, Rancho
Santa Fe, California 92067-2295 (90.90%).

B-29
<PAGE>

As of such date, the Trustees and officers of the Trust, as a group,
owned beneficially and of record less than 1% of the outstanding shares of
each of the Portfolios, except for the shares indicated above that are held
by Nicholas-Applegate Capital Management.

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.

FRED C. APPLEGATE, TRUSTEE AND CHAIRMAN OF THE BOARD OF TRUSTEES. 885
La Jolla Corona Court, La Jolla, California. President, Hightower Management
Co., a financial management firm (since January 1992); formerly President,
Nicholas-Applegate Capital Management (from August 1984 to December 1991).
Director of Nicholas-Applegate Fund, Inc. (since 1987). 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); Director, Nicholas-Applegate Fund, Inc. (since 1987);
Director, U.S. Filter Corporation (since March 1991) and MasTec, Inc.
(construction) (since 1994), and Coinmach Laundry Corporation (since 1996);
Chairman, Calport Asset Management, Inc. (since 1992); formerly Distinguished
University Professor and Director, Pepperdine University (from Sept. 1985 to May
1988) and Professor of Business Economics, University of Southern California
(1976 to 1984). Mr. Laffer is considered to be an "interested person" of the
Trust because A.B. Laffer, V.A. Canto & Associates received material
compensation from the Investment Adviser for consulting services provided
from time to time to the Investment Adviser, and because during the last two
fiscal years his son was an employee of the Investment Adviser.

CHARLES E. YOUNG, TRUSTEE. UCLA, 2224 Murphy Hall, Los Angeles,
California. Chancellor, UCLA (1968-1997); Director, Nicholas-Applegate Fund,
Inc. (since 1992); 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 - Investor Services Group (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, Nicholas-Applegate Capital Management (since
January 1993), 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
Services/Marketing, Nicholas-Applegate Capital Management (since January 1992)
and Vice President, Nicholas-Applegate Securities (since December 1995);
formerly, Marketing Director, Pacific Financial Asset Management Company, an
investment management firm (from July 1989 to December 1991), 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.

B-30
<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 & Scripps (from 1989 to 1993).
Mr. Moore is also the 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 $14,000 for services rendered as a Trustee of the Trust, and $1,000 for
each meeting attended ($2,000 per Committee meeting for Committee chairmen).
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, 1997, 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):

Pension or Retirement
Aggregate Compensation Benefits Accrued as Estimated Annual Total Compensation from
from Trust Part of Trust Benefits Upon Trust and Trust Complex
Name Expenses Retirement Paid to Trustee
- ------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Fred C. Applegate $10,635 None N/A $36,250 (47*)

Arthur B. Laffer $ 9,558 None N/A $31,750 (47*)

Charles E. Young $ 9,827 None N/A $31,750 (47*)

</TABLE>

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

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 Master 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, and Chairman/President, Nicholas-Applegate Securities.
Director and Chairman of the Board of Directors of Nicholas-Applegate Fund,
Inc., a registered open-end investment company, since 1987.

DANN V. ANGELOFF, TRUSTEE. 727 West Seventh Street, Los Angeles,
California. President, The Angeloff Company, corporate financial advisers
(since 1976); Director, Nicholas-Applegate Fund, Inc. (since 1987); Trustee
(1979 to 1987) and University Counselor to the President (since 1987),
University of Southern California (since 1987); Director, Public Storage, Inc.,
a real estate investment trust (since 1980), Storage Properties, a real estate
investment trust (since 1989), Datametrics Corporation, a producer of computer
peripherals and communication products (since 1993), SEDA Specialty Packaging,
Inc. (since 1993), and Leslies Poolmart, a distributor of swimming pool services
and products (since 1996).

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), Smith Barney Trak Fund (since 1992), registered investment companies;
Pimco Advisors L.P., an investment manager (since 1994); and Banyan Realty Fund
(since 1987), Banyan Strategic Land Fund (since 1987), Banyan Strategic Land
Fund II (since 1988), and Banyan Mortgage Fund (since 1988), real estate
investment trusts.

B-31
<PAGE>

Formerly Chairman and Chief Executive Officer, Chicago Board Options Exchange
(1979 to 1986) and Senior Executive Vice President, Director and Member of the
Executive Committee, PaineWebber, Inc. (until 1979). Mr. Auch is considered to
be an "interested person" of the trust under the Investment Company Act because
he is on the board of a company a subsidiary of which is a broker-dealer.

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

DARLENE DEREMER, TRUSTEE.*/ 155 South Street, Wrentham,
Massachusetts. President and Founder, DeRemer Associates, a marketing
consultant for the financial services industry (since 1987); Vice President,
PBNG Funds, Inc. (since 1995); formerly Vice President and Director, Asset
Management Division, State Street Bank and Trust Company (from 1982 to 1987),
and Vice President, T. Rowe Price & Associates (1979 to 1982); Director, Jurika
& Voyles Fund Group (since 1994), Nicholas-Applegate Strategic Opportunities
Ltd. (since 1994), Nicholas-Applegate Securities International (since 1994),
and King's Wood Montessori School (since 1995); Member of Advisory Board,
Financial Women's Association (since 1995). Ms. DeRemer is considered to be an
"interested person" of the Master Trust under the Investment Company Act because
DeRemer Associates received material compensation from the Investment Adviser
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, Investor Responsibility Research Center (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); 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.

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 $14,000 for services rendered as a Trustee of the Master
Trust, and $1,000 for each meeting attended ($2,000 per Committee meeting for
Committee chairmen). 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, 1997, to the Trustees who are
not affiliated with the Investment Adviser and the aggregate compensation paid

B-32
<PAGE>

to such Trustees for service on the Master Trust's board and all other funds in
the "Master Trust complex" (as defined in Schedule 14A under the Securities
Exchange Act of 1934):

Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual from Master Trust and
Compensation from Accrued as Part of Benefits Upon Master Trust Complex
Name Master Trust Master Trust Retirement Paid to Trustee
Expenses
- -----------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Dann V. Angeloff $10,635 None N/A $13,750 (16*)

Walter E. Auch $ 9,827 None N/A $18,250 (15*)

Theodore J. Coburn $ 9,827 None N/A $34,250 (16*)

Darlene DeRemer $ 9,558 None N/A $17,250 (15*)

George K. Keane $ 9,827 None N/A $18,250 (15*)

</TABLE>

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

INVESTMENT ADVISER

The Trust has not engaged the services of an investment adviser with
respect to the Portfolios because the 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 1984 to manage discretionary
accounts investing in publicly traded securities for a variety of investors.
Its general partner is Nicholas-Applegate Capital Management Holdings, L.P., a
California limited partnership the general partner of which is
Nicholas-Applegate Capital Management Holdings, Inc., a California corporation
owned by Mr. Nicholas.

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

THE INVESTMENT ADVISORY AGREEMENT

Under the Investment Advisory Agreement between the Master Trust and
the Investment Adviser with respect to the Funds, the Master Trust retains the
Investment Adviser to manage the Funds' investment portfolios, 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 Funds
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 a 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

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<PAGE>

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
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or of its reckless disregard of its duties and
obligations under the Investment Advisory Agreement.

The amounts of the advisory fees earned by the Investment Adviser for
the fiscal year ended March 31, 1997, and the amounts of the reductions in fees
and reimbursement of expenses by the Investment Adviser (or recoupment of fees
previously deferred and expenses previously reimbursed) as a result of the
expense limitations and fee waivers described below under "Expense Limitation"
were as follows:

Fund Advisory Fees Fee Reductions and Expense Reimbursements
- ---- ------------- ------------------------------------------
<S> <C> <C>
Large Cap Growth Fund $ 2,359 $ 7,907

Core Growth Fund 3,594,196 0

Value Fund 17,527 30,135

Emerging Growth Fund 5,836,182 0

Mini Cap Fund 376,577 59,756

Income & Growth Fund 902,615 (39,067)

Balanced Growth Fund 196,321 68,056

International Core Growth Fund 5,726 5,696

Worldwide Growth Fund 1,028,250 62,497

International Small Cap Growth Fund 477,212 13,583

Global Growth & Income Fund 0 0

Emerging Countries Fund 915,695 (22,429)

Short-Intermediate Fund 15,497 81,090

Fully Discretionary Fund 20,207 83,987

Strategic Income Fund 15,811 25,167

High Yield Bond Fund 17,627 19,182

</TABLE>

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 any 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 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 each Fund for a period
of more than two years from its execution only so long as such continuance is
specifically approved at least annually in conformity with the Investment
Company Act.

EXPENSE LIMITATION

Under the Investment Advisory Agreement, the Investment Adviser has
agreed to defer its fees, and to absorb other expenses of each Portfolio
(including administrative fees and distribution expenses for the Portfolio, and
the Portfolio's allocable share of the operating expenses of the corresponding
Fund, but excluding interest, taxes, brokerage commissions and other costs
incurred in connection with portfolio securities transactions, organizational
expenses and

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<PAGE>

other capitalized expenditures and extraordinary expenses), to ensure that the
operating expenses for the Series A Portfolios do not exceed the amounts
specified in the Portfolios' prospectus.

ADMINISTRATOR

The principal administrator of the Trust is Investment Company
Administration Corporation ("ICAC"), 4455 East Camelback Road, Suite 261-E,
Phoenix, Arizona 85018.

Pursuant to an Administration Agreement with the Trust, ICAC 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. ICAC has no supervisory responsibility over the
investment operations of the Portfolios. The management or administrative
services of ICAC for the Trust are not exclusive under the terms of the
Administration Agreement and ICAC is free to, and does, render management and
administrative services to others. ICAC also serves as the administrator for
the Master Trust.

For its services, ICAC 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),
$30,000 for each group of four similar portfolios, $25,000 for each grouping of
three similar portfolios, $20,000 for a grouping of two similar portfolios and
$5,000 for one portfolio, except as follows: ICAC receives $15,000 for its
services with respect to the Emerging Growth Portfolio. As a result, ICAC
currently receives aggregate compensation at the rate of $581,542 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, ICAC 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 aggregate
net assets of the Funds in excess of $850 million. ICAC 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 ICAC or the
Investment Adviser, (c) out-of-pocket travel expenses for the officers and
Trustees of the Trust and other expenses of Board of Trustees' meetings, (d) the
fees and certain expenses of the Custodian, (e) the fees and expenses of the
Transfer and Dividend Disbursing Agent that relate to the maintenance of each
shareholder account, (f) the charges and expenses of the Trust's legal counsel
and independent accountants, (g) brokerage commissions and any issue or transfer
taxes chargeable to Trustees and officers of the Trust in connection with
securities transactions, (h) all taxes and corporate fees payable by the Trust
to federal, state and other governmental agencies, (i) the fees of any trade
association of which the Trust may be a member, (j) the cost of maintaining the
Trust's existence, taxes and interest, (k) the cost of fidelity and liability
insurance, (l) 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.

The Administration Agreement provides that ICAC 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 ICAC'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

B-35
<PAGE>

ICAC 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.

Pursuant to an Administrative Services Agreement with the Trust, the
Investment Adviser is responsible for providing all administrative services
which are not provided by ICAC or by the Trust's Distributor, transfer agents,
accounting agents, independent accountants and legal counsel. These services
are comprised principally of assistance in coordinating with the Trust's various
service providers, providing certain officers of the Trust, responding to
inquiries from shareholders which are directed to the Trust rather than other
service providers, calculating performance data, providing various reports to
the Board of Trustees, and assistance in preparing reports, prospectuses, proxy
statements and other shareholder communications. The Agreement contains
provisions regarding liability and termination similar to those of the
Administration Agreement.

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 registered investment companies. 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. The minimum assets
for investors in the Institutional Portfolio may be waived from time to time.
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 executes the Funds' portfolio transactions and
allocates the brokerage business. In executing such transactions, the
Investment Adviser seeks to obtain the best price and execution for the Funds,
taking into account such factors as price, size of order, difficulty and risk of
execution and operational facilities of the firm involved. Securities in which
the Funds invest may be traded in the over-the-counter markets, and the Funds
deal directly with the dealers who make markets in such securities except in
those circumstances where better prices and execution are available elsewhere.
The Investment Adviser negotiates commission rates with brokers or dealers based
on the quality or quantity of services provided in light of generally prevailing
rates, and while the Investment Adviser generally seeks reasonably competitive
commission rates, the Funds do not necessarily pay the lowest commissions
available. The Board of Trustees of the Master Trust periodically reviews the
commission rates and allocation of orders.

The Funds have no obligation to deal with any broker or group of
brokers in executing transactions in portfolio securities. Subject to obtaining
the best price and execution, brokers who sell shares of the Portfolios or
provide supplemental research, market and statistical information and other
research services and products to the Investment Adviser may receive orders for
transactions by the Funds. Such information, services and products are those
which brokerage houses customarily provide to institutional investors, and
include items such as statistical and economic data, research reports on
particular companies and industries, and computer software used for research
with respect to investment decisions. Information, services and products so
received are in addition to and not in lieu of the services required to be
performed by the Investment Adviser under the Investment Advisory Agreement, and
the expenses of the Investment Adviser are not necessarily reduced as a result
of the receipt of such supplemental information, services and products. Such
information, services and products may be useful to the Investment Adviser in
providing services to clients other than the Master Trust, and not all such
information, services and products are used by the Investment

B-36
<PAGE>

Adviser in connection with the Funds. Similarly, such information, services and
products provided to the Investment Adviser by brokers and dealers through whom
other clients of the Investment Adviser effect securities transactions may be
useful to the Investment Adviser in providing services to the Funds. The
Investment Adviser may pay higher commissions on brokerage transactions for the
Funds 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 the Investment Adviser makes investment decisions for the
Master Trust independently from those of its other accounts, investments of
the kind made by the Funds may often also be made by such other accounts. When
the Investment Adviser buys or sells the same security at substantially the
same time on behalf of the Funds and one or more other accounts managed by the
Investment Adviser, the Investment Adviser allocates available investments by
such means as, in its judgment, result in fair treatment. The Investment
Adviser aggregates orders for purchases and sales of securities of the same
issuer on the same day among the Funds and its other managed accounts, and the
price paid to or received by the Funds and those accounts is the average
obtained in those orders. In some cases, such aggregation and allocation
procedures may affect adversely the price paid or received by the Funds or the
size of the position purchased or sold by the Funds.

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

During the fiscal year ended March 31, 1997, the following Funds
acquired securities of their regular brokers or dealers (as defined in Rule
10b-1 under the Investment Company Act) or their parents: Large Cap Growth
Fund -- J.P. Morgan & Co.; Core Growth Fund -- Merrill Lynch & Co., UBS
Securities, Inc., Household Finance Co., J.P. Morgan & Co., American Express
Credit Corp.; Emerging Growth Fund -- J.P. Morgan & Co., Associates Corp. of
North America, Merrill Lynch & Co., UBS Securities, Inc., Everen Securities,
Hambrecht & Quist Group, Household Finance Co., American Express Credit Corp.;
Income & Growth Fund -- Merrill Lynch & Co., Associates Corp. of North America,
First Chicago NBD Corp., Morgan Stanley Group, Inc., American Express Credit
Corp.; Balanced Growth Fund -- Bear, Stearns, Inc., Morgan Stanley Group, Inc.,
Salomon Bros. Inc., Associates Corp of North America; Government Fund -- Lehman
Bros., UBS Securities, Inc., Merrill Lynch & Co.; International Core Growth
Fund -- Associates Corp. of North America, Merrill Lynch & Co.; Worldwide Growth
Fund -- Morgan Stanley Group, Inc., Merrill Lynch & Co.; International Small Cap
Growth Fund -- Merrill Lynch & Co.; Emerging Countries Fund -- Associates Corp.
of North America, Merrill Lynch & Co., Rashid Hussain Berhad Securities,
Peregrine Brokerage; Mini-Cap Growth Fund -- Associates Corp. of North America,
Merrill Lynch & Co., Chevron Corp., UBS Securities, Inc., J.P. Morgan & Co.,
American Express Credit Corp.; Fully Discretionary Fixed Income Fund -- J.P.
Morgan & Co.; Value Fund -- Salomon Bros., Goldman Sachs; Strategic Income
Fund -- Merrill Lynch & Co., Associates Corp of North America, Chevron Corp.,
UBS Securities, Inc., J.P. Morgan & Co.; and High Yield Bond Fund -- J.P. Morgan
& Co., UBS Securities. The holdings of securities of such brokers and dealers
were as follows as of March 31, 1997: Large Cap Growth Fund -- J.P. Morgan &
Co. ($176,000); Emerging Growth Fund -- J.P. Morgan & Co. ($22,666,000); Income
& Growth Fund -- Merrill Lynch & Co. ($1,244,500), Associates Corp. of North
America ($5,742,000); Balanced Growth Fund -- Bear, Stearns, Inc. ($118,650),
Associates Corp of North America ($860,000); Government Fund -- Lehman Bros.
($139,392); International Core Growth Fund -- Associates Corp. of North America
($130,000), Merrill Lynch & Co. ($194,000); Emerging Countries Fund --
Associates Corp. of North America ($3,036,000); Mini-Cap Growth Fund --
Associates of North America ($934,000), Merrill Lynch & Co. ($1,479,000); Fully
Discretionary Fixed Income Fund -- J.P. Morgan & Co. ($78,271); Value Fund --
Salomon Bros. ($49,875); and Strategic Income Fund -- Merrill Lynch & Co.
($132,000).

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<PAGE>

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

Year Ended
------------------------------------------------------
March 31, 1997 March 31, 1996 March 31, 1995
------------------------------------------------------

<S> <C> <C> <C>
International Core Growth Fund $ 24,643

Worldwide Fund 970,564 $ 484,310 $344,167

International Small Cap Growth Fund 692,326 116,735 69,187

Global Growth & Income Fund 0 N/A N/A

Mini Cap Fund 90,844 40,185 N/A

Emerging Countries Fund 1,427,861 169,728 20,701

Large Cap Growth Fund 4,620 0 0

Core Growth Fund 1,139,938 862,396 728,347

Value Fund 8,996 N/A N/A

Emerging Growth Fund 987,245 1,038,140 649,053

Income & Growth Fund 114,523 83,459 174,247

Balanced Fund 35,105 51,038 44,386

Short-Intermediate Fund 0 0 N/A

Fully Discretionary Fund 0 0 N/A

Strategic Income Fund 2,556 N/A N/A

High Yield Bond Fund 200 N/A N/A

</TABLE>

Of the total commissions paid during the fiscal year ended March 31, 1997,
$1,971,176 (36.52%) were paid to firms which provided research, statistical or
other services to the Investment Adviser. The Investment Adviser has not
separately identified a portion of such commissions as applicable to the
provision of such research, statistical or otherwise.

PURCHASE AND REDEMPTION OF PORTFOLIO SHARES

Shares of the Institutional Portfolios may be purchased and redeemed
at their net asset value without any initial or deferred sales charge.

The price paid for purchases and redemptions of shares of the
Institutional Portfolios is based on the net asset value per share, which is
calculated once daily at the close of trading (normally 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,
Martin Luther King's Birthday, 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 any sub-transfer agent
prior to the time of determination of net asset value. Dealers are responsible
for promptly transmitting purchase orders to the Transfer Agent or a
sub-transfer agent. The Trust reserves the right in its sole discretion to
suspend the continued offering of the Portfolios' 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. Payment for shares redeemed will be made not
more than seven days after receipt of a written or telephone request in
appropriate form, except as permitted by the Investment Company Act and the
rules thereunder. 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 a 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.

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<PAGE>

SHAREHOLDER SERVICES

The services offered by the Trust to shareholders of the Institutional
Portfolio can vary, depending on the needs of the qualified retirement plan, and
should be arranged by contacting the Trust, the Distributor, the Administrator
or the Transfer Agent.

SHAREHOLDER INVESTMENT ACCOUNT

Upon the initial purchase of shares of a Institutional Portfolio, a
Shareholder Investment Account is established for each investor under which the
shares are held for the investor by the Transfer Agent. Certificates will be
issued for shares of the Institutional Portfolios as indicated in the
Prospectuses.

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 applicable
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. Any shareholder who receives a cash payment representing a dividend
or distribution may reinvest such distribution at net asset value by returning
the check or the proceeds to the Transfer Agent within 30 days after the payment
date. Such investment will be made at the net asset value per share next
determined after receipt of the check or proceeds by the Transfer Agent.

AUTOMATIC INVESTMENT PLAN

Under the Automatic Investment Plan, an investor may arrange to have a
fixed amount automatically invested in shares of a 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. Stock certificates are not issued to participants of the Automatic
Investment Plan. 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 one Institutional Portfolio may elect to
cross-reinvest dividends or dividends and capital gain distributions paid by
that Portfolio (the "paying Portfolio") into any other Institutional Portfolio
(the "receiving Portfolio") subject to the following conditions: (i) the
aggregate value of the shareholder's account(s) in the paying Portfolio(s) must
equal or exceed $5,000 (this condition is waived if the value of the account in
the receiving Portfolio equals or exceeds that Portfolio's minimum initial
investment requirement), (ii) as long as the value of the account in the
receiving Portfolio is below that Portfolio's minimum initial investment
requirement, dividends and capital gain distributions paid by the receiving
Portfolio must be automatically reinvested in the receiving Portfolio, (iii) if
this privilege is discontinued with respect to a particular receiving Portfolio,
the value of the account in that Portfolio must equal or exceed the Fund's
minimum initial investment requirement or the Portfolio will 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).

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<PAGE>

AUTOMATIC WITHDRAWAL

The Transfer Agent arranges for the redemption by the 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 a Portfolio
redeemed, but when the Master Trust makes payment to a 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 of 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.

EXCHANGE PRIVILEGE

Shares of a Portfolio may be exchanged into shares of any other
Institutional Portfolio as provided in the Prospectus. 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.

Before effecting an exchange, investors should obtain the currently
effective prospectus of the series into which the exchange is to be made.
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 applications as provided in the
Prospectus.

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 or redemption. No Portfolio or 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 privilege.

REPORTS TO INVESTORS

Each 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 Portfolios upon request.

B-40
<PAGE>

NET ASSET VALUE

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

In the event that the New York Stock Exchange 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 they compute
net asset value. In addition, the asset value of the Portfolio or the Fund may
be computed as of any time permitted pursuant to any exemption, order or
statement of the Commission or its staff.

The Funds value long-term debt obligations at the quoted bid prices
for such securities or, if such prices are not available, at prices for
securities of comparable maturity, quality and type; however, the Investment
Adviser will user, when it deems it appropriate, prices obtained for the day of
valuation from a bond pricing service , as discussed below. The Funds value
debt securities with maturities of 60 days or less 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
Portfolio or the Fund is more than 60 days, unless this is determined by the
Board of Trustees of the Master Trust not to represent fair value. The Funds
value repurchase agreements at cost plus accrued interest.

The Funds value U.S. Government securities which trade in the
over-the-counter market at the last available bid 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.

The Funds value options, futures contracts and options thereon, which
trade on exchanges, 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 ask prices, as the
case may be, as of 4:00 p.m. New York time.

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

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<PAGE>

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 values from dealers and other market data. Such services may use electronic
data processing techniques and/or a matrix system to determine valuations. The
procedures of such services are reviewed periodically by the officers of the
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 Funds to do so.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Balanced, Income & Growth and Global Growth & Income Portfolios
declare and pay quarterly dividends of net investment income. The
Short-Intermediate, Fully Discretionary, Strategic Income and High Yield Bond
Portfolios declare and pay monthly dividends of net investment income. All
other Portfolios declare and pay annual dividends of all investment income.
Each Portfolio makes distributions at least annually of its net capital gains,
if any. In determining amounts of capital gains to be distributed by a
Portfolio, any capital loss carryovers from prior years will be offset against
its capital gains.

MASTER TRUST'S TAX STATUS

Each Fund of the Master Trust 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 each Fund will
be deemed to have been "passed through" to the Trust and other investors in such
Fund, regardless of whether such interest, dividends or gains have been
distributed by the Fund or such losses have been realized and recognized by the
Trust and other investors. Therefore, to the extent a 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 Funds of interest,
dividends, gains or losses allocable to the Funds without a corresponding
distribution.

REGULATED INVESTMENT COMPANY

The Trust has elected to qualify each Portfolio as a regulated
investment company under Subchapter M of the Code, and intends that each
Portfolio will remain so qualified.

As a regulated investment company, a 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 each 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

B-42
<PAGE>

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.

A 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, a 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 Portfolios intend to make timely distributions of
their income in compliance with these requirements and anticipate that they will
not be subject to the excise tax.

Dividends paid by a 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 Portfolios is derived from dividends on common or preferred stock
of domestic corporations. Dividend income earned by a Portfolio will be
eligible for the dividends received deduction only if the Portfolio and
corresponding 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 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 a 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 a Portfolio.

Any loss realized on a sale, redemption or exchange of shares of a
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 a 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 a Portfolio of the Trust
pursuant to a reinvestment right that reduces the sales charges in the
subsequent acquisition of shares.

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<PAGE>

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 Portfolio is considered tax exempt in their particular states.

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

STRADDLE RULES. Generally, the hedging transactions and certain other
transactions in options, futures and forward contracts undertaken by the Funds
may result in "straddles" for U.S. federal income tax purposes. The straddle
rules may affect the character of gains (or losses) realized by the Portfolios.
In addition, losses realized by a 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 Portfolios are not entirely clear. The
transactions may increase the amount of short-term capital gain realized by a
Portfolio which is taxed as ordinary income when distributed to shareholders.

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

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

The 30% limit on gains from the disposition of certain options,
futures, and forward contracts held less than three months and the qualifying
income and diversification requirements applicable to the Portfolios' and the
Funds' assets may limit the extent to which the Funds 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 a
Fund accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund actually
collects such receivables or pays such liabilities generally are treated as
ordinary income or loss. Similarly, gains or losses on disposition of debt
securities denominated in a foreign currency and on disposition of certain
futures attributable to fluctuations in the value of the foreign currency
between the date of acquisition of the security or contract and the date of
disposition also are treated as ordinary gain or loss. These gains and losses,
referred to under the Code as "section 988" gains or losses, may increase or
decrease the amount of the Portfolio's investment company taxable income to be
distributed to the shareholders.

FOREIGN TAX. Foreign countries may impose withholding and other
taxes on income received by a Fund from sources within Those countries. Tax
conventions between certain countries and the U.S. may reduce or

B-44
<PAGE>

eliminate such taxes. In addition, the Investment Adviser intends to manage the
Funds with the intention of minimizing foreign taxation in cases where it is
deemed prudent to do so. If more than 50% of the value of a 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 Portfolio's
shareholders the amount of foreign income and similar taxes paid by the Fund.
Each shareholder will be notified within 60 days after the close of the
Portfolio's taxable year whether the foreign taxes paid by the 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 Fund elects
pass-through treatment, the source of the Fund's income flows through to
shareholders of the Portfolio. With respect to such election, the Fund treats
gains from the sale of securities as derived from U.S. sources and certain
currency fluctuation gains, including fluctuation gains from foreign currency
denominated debt securities, receivables and payables as ordinary income
derived from U.S. sources. The limitation on the foreign tax credit applies
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.

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

ORIGINAL ISSUE DISCOUNT. The Funds may treat some of the debt
securities (with a fixed maturity date of more than one year from the date of
issuance) they may acquire as issued originally at a discount. Generally, the
Funds treat the amount of the original issue discount ("OID") as interest
income and include it in income over the term of the debt security, even though
they do not receive payment of that amount until a later time, usually when the
debt security matures. The Funds treat a portion of the OID includable in
income with respect to certain high-yield corporation debt securities as a
dividend for federal income tax purposes.

The Funds may treat some of the debt securities (with a fixed
maturity date of more than one year from the date of issuance) they may acquire
in the secondary market as having market discount. Generally, a Fund treats
any gain recognized on the disposition of, and any partial payment of principal
on, a debt security having market discount as ordinary income to the extent the
gain, or principal payment, does not exceed the "accrued market discount" on
such debt security. Market discount generally accrues in equal daily
installments. The Funds may make one or more of the elections applicable to
debt securities having market discount, which could affect the character and
timing the recognition of income.

The Funds may treat some of the debt securities (with a fixed
maturity date of one year or less from the date of issuance) they may acquire
as having an acquisition discount, or OID in the case of certain types of debt
securities. Generally, a Fund must 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 Portfolios generally must distribute dividends to shareholders
representing discount on debt securities that is currently includable in income,
even though the Funds have yet to receive cash representing such income. The
Funds may obtain cash to pay such dividends from sales proceeds of securities
held by the Funds.

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<PAGE>

OTHER TAX INFORMATION

The Portfolios may be required to withhold for U.S. federal income
taxes 31% of all taxable distributions payable to shareholders who fail to
provide the Portfolios 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 a
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 total returns and yields for
the Portfolios, compare Portfolio performance to various indices, and publish
rankings of the Portfolios prepared by various ranking services. Any
performance information should be considered in light of the Portfolio's and
Fund's investment objectives and policies, characteristics and quality of the
its portfolio, and the market conditions during the given period, and should not
be considered to be representative of what may be achieved in the future.

TOTAL RETURN

The total return for a 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:

n
P(1 + T) = 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.

YIELD

The yield for a Portfolio is calculated based on a 30-day or one-month
period, according to the following formula:

6
Yield = 2[{a - b + 1) -1]
{c x d }

For purposes of this formula, "a" is total dividends and interest
earned during the period; "b" is total expenses accrued for the period (net of
reimbursements); "c" is the average daily number of shares outstanding during

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<PAGE>

the period that were entitled to receive dividends; and "d" is the maximum
offering price per share on the last day of the period.

Yields for the following Portfolios for the 30-day period ended March
31, 1997 were as follows:

Income & Growth Institutional Portfolio 3.3025%

Balanced Growth Institutional Portfolio 2.7169%

Short-Intermediate Institutional Portfolio 6.2349%

Fully Discretionary Institutional Portfolio 5.6742%

Strategic Income Institutional Portfolio 6.2932%

High Yield Bond Institutional Portfolio 7.9366%

COMPARISON TO INDICES AND RANKINGS

A Portfolio may compare its performance to various unmanaged indices
such as the Dow Jones Composite Average or its component averages, Standard and
Poor's 500 Stock Index or its component indices, Standard and Poor's 100 Stock
Index, the Russell Midcap Growth Index, the Russell 2000 Growth Index, the
Russell 1000 Index, the CS First Boston Convertible Index, the Lehman Brothers
Government Bond Index, the Morgan Stanley Capital International World Index,
the Morgan Stanley Capital International Emerging Markets Free Index, the
Emerging Markets Investible Index, the Morgan Stanley Capital International
Europe, Australia and Far East Index, the IFC Emerging Markets Investible Index,
The New York Stock Exchange composite or component indices, the Wilshire 5000
Equity Index, indices prepared by Lipper Analytical Services and Morningstar,
Inc., the CDA Mutual Fund Report Published by CDA Investment Technologies, Inc.,
performance statistics reported in financial publications such as The Wall
Street Journal, Business Week, Changing Times, Financial World, Forbes, Fortune
and Money magazines, the Consumer Price Index (or Cost of Living Index)
published by the U.S. Bureau of Labor Statistics, Stocks, Bonds, Bills and
Inflation published by Ibbotson Associates, Savings and Loan Historical Interest
Rates published in the U.S. Savings & Loan League Fact Book, and historical data
supplied by the research departments of First Boston Corporation, the J.P.
Morgan Companies, Salomon Brothers, Merrill Lynch, Lehman Brothers, Smith Barney
Shearson and Bloomberg L.P. Unmanaged indices (i.e., other than Lipper)
generally do not reflect deductions for administrative and management costs and
expenses.

A number of independent mutual fund ranking entities prepare
performance rankings. 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.

PRIOR PERFORMANCE OF CERTAIN PORTFOLIOS AND THEIR PREDECESSORS

CORE GROWTH, EMERGING GROWTH, INCOME & GROWTH, AND INTERNATIONAL SMALL
CAP GROWTH PORTFOLIOS. The following table sets forth historical performance
information for the Core Growth, Emerging Growth, Income & Growth and
International Small Cap Growth Portfolios and the following predecessor
investment partnerships and pooled trust, and for the corresponding Funds of the
Master Trust, which were operated by the Investment Adviser prior to the
organization of such Portfolios: Core Growth Portfolio -- includes performance
information for Whitehall Partners, a California limited partnership the assets
of which were transferred to the Core Growth Fund on April 19, 1993; Emerging
Growth Portfolio -- includes performance information for Stratford Partners, a
California limited partnership, and Nicholas-Applegate Emerging Growth Pooled
Trust, a tax-exempt trust, the assets of which were transferred to the Emerging
Growth Fund on December 27, 1993; Income and Growth Portfolio -- includes
performance information for Coventry Partners, a California limited partnership
the assets of which were transferred to the Income &

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<PAGE>

Growth Fund on April 19, 1993; International small cap Growth Portfolio --
includes performance information for Huntington Partners, a California limited
partnership the assets of which were transferred to the International Fund on
August 31, 1994.

The Investment Adviser has advised the Trust that its net performance
results in the table are calculated as set forth above under "General
Information-Performance Information." All information set forth in the table
relies on data supplied by the Investment Adviser or from statistical services,
reports or other sources believed by the Investment Adviser to be reliable.
However, such information has not been verified and is unaudited. See
"Performance Information" in the Statement of Additional Information for further
information about calculation of total return.

The Investment Adviser has advised the Trust that such partnerships
and pooled trusts were operated in substantially the same manner as such
Portfolios, and their assets were transferred to the corresponding Funds of the
Master Trust prior to the effective date of the Portfolios' registration
statement. It has indicated that such results for the prior partnerships and
pooled trust, and for the corresponding Funds of the Master Trust, have been
adjusted to reflect the deduction of the fees and expenses of the Portfolios
(including Rule 12b-1 fees), and their proportionate shares of the operating
expenses of the corresponding Funds (including advisory fees), as stated under
"Summary of Expenses" in the Portfolios' Prospectus, and give effect to
transaction costs (such as sales loads) as well as reinvestment of income and
gains. However, the prior investment partnerships and pooled trust were not
registered under the 1940 act and were not subject to certain investment
restrictions imposed by such Act; if they had been so registered, their
performance might have been adversely affected.

The results presented on the following pages may not necessarily
equate with the return experienced by any particular shareholder, partner or
trust beneficiary as a result of the timing of investments and redemptions. In
addition, the effect of taxes on any shareholder, partner or trust beneficiary
will depend on such person's tax status, and the results have not been reduced
to reflect any income tax which may have been payable.

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<PAGE>

Core Growth Emerging Growth Income & Growth International Small Cap Growth
Performance Performance Performance Performance
----------- --------------- --------------- -------------------------------
Russell Russell CS First Interna-
Core Midcap S&P Emerging 2000 Income & Boston tional MSCI EAFE Salomon
Growth Growth 500 Growth Growth Growth Convertible Growth Index(5) EPAC/EMI
Year Portfolio Index(1) Index(2) Portfolio Index(3) Portfolio Index(4) Portfolio Index(6)
- ---- --------- -------- ------ --------- ------- --------- ----------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1985(7) 24.74% 17.14% 11.39% 6.97%

1986(7) 32.85 17.55% 18.64 6.44 3.58

1987 3.59 2.76 5.27 (3.78) (10.48) (3.12%) (0.22%)

1988 12.67 12.92 16.55 27.05 20.37 19.88 13.41

1989 33.92 31.48 31.61 27.60 20.17 28.39 13.76

1990(7) 0 .73 (5.13) (3.04) (8.31) (17.41) 1.84 (6.89) (17.48%) (13.67%) (16.96%)

1991 55.52 47.03 30.46 56.23 51.19 38.36 29.11 11.78 12.13 6.66

1992 13.55 8.71 7.62 12.79 7.77 9.84 17.58 (12.36) (12.17) (15.42)

1993(7) 19.77 (11.19) 10.07 16.09 13.36 27.08 18.55 26.03 32.57 30.34

1994 (10.52) (2.17) 1.32 (3.51) (2.43) (7.59) (4.72) 8.61 7.76 9.44

1995(8) 38.67 33.99 37.60 35.90 31.06 22.26 23.72 6.00 11.02 4.79

1996(7) 16.95 17.48 22.96 18.88 11.26 21.02 13.84 12.50 4.52 6.47

1997(8) (8.12) (3.64) 2.67 (14.53) (10.56) 1.42 0.52 4.22 (1.56) (1.98)

Last 1.74 6.35 19.81 (5.66) (5.89) 14.37 8.12 15.25 1.46 (1.25)
Year(8)

Last 5 13.13 13.09 16.42 11.79 8.64 13.96 12.41 11.50 10.53 7.96
Years(8)

Last 10 13.66 11.90 13.38 12.32 7.05 13.66 9.94 N/A N/A N/A
Years(8)

Since 18.90 16.72 14.02 9.18 14.67 10.98 5.56 5.14 2.31
in-
ception(8)

</TABLE>

(1) The Russell Midcap Growth Index measures the performance of those
companies among the 800 smallest companies in the Russell 1000
Index with higher than average price-to-book ratios and forecasted
growth. The Russell 1000 Index contains the top 1,000 securities of
the Russell 3000 Index, which comprises the 3,000 largest U.S. Securities
as determined by total market capitalization. The Russell Midcap Growth
Index is considered generally representative of the U.S. market for midcap
stocks. The average market capitalization is approximately $4 billion, the
median market capitalization is approximately $2.5 billion, and the largest
company in the index had an approximate market capitalization of $8.7
billion. This index reflects the reinvestment of income dividends and
capital gains distributions, if any, but does not reflect fees, brokerage
commissions, or other expenses of investing. The Index was not available
until 1986.

(2) The S&P 500 Index is an unmanaged index containing common stocks of 500
industrial, transportation, utility and financial companies, regarded as
generally representative of the U.S. stock market. The Index reflects the
reinvestment of income dividends and capital gain distributions, if any,
but does not reflect fees, brokerage commissions, or other expenses of
investing.

(3) The Russell 2000 Growth Stock Index contains those securities in the
Russell 2000 Index with a greater-than-average growth orientation.
Companies in the Growth Stock Index generally have higher price-to-book and
price-to-earnings ratios than the average for all companies in the 2000
Index. The Russell 2000 Index is a widely regarded small-cap index of the
2,000 smallest securities in the Russell 3000 Index, which comprises the
3,000 largest U.S. securities as determined by total market capitalization.
The Index reflects the reinvestment of income dividends and capital gains
distributions, if any, but does not reflect fees, brokerage commissions, or
other expenses of investing.

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<PAGE>

(4) The CS First Boston Convertible Index is an unmanaged market weighted index
representing the universe of convertible securities, whether they are
convertible preferred stocks or convertible bonds. The Index reflects the
reinvestment of income dividends and capital gains distributions, if any,
but does not reflect fees, brokerage commissions or markups, or other
expenses of investing.

(5) The Morgan Stanley Capital International World Index consists of more than
1,400 securities listed on exchanges in the U.S., Europe, Canada,
Australia, New Zealand and the Far East. The Index is a market-value
weighted combination of countries and is unmanaged. The Index reflects the
reinvestment of income dividends and capital gains distributions, if any,
but does not reflect fees, brokerage commissions or other expenses of
investing.

(6) The Salomon EPAC Extended Market Index ("EMI") is an unmanaged index that
includes shares of about 2,800 companies in 22 countries excluding Canada
and the United States. Companies within the Index are smaller
capitalization companies with available float market capitalizations
greater than U.S. $100 million. Only issues that are legally and
practically available to outside investors are included in the Index.
Index returns reflect the reinvestment of income dividends and capital
gains distributions, if any, but do not reflect fees, brokerage
commissions, or other expenses of investing.

(7) Inception dates are as follows: Core Growth Portfolio - September 30, 1985
(registration statement effective June 30, 1994); Emerging Growth Portfolio
- September 30, 1985 (registration statement effective August 31, 1995);
Income & Growth Portfolio - December 31, 1986 (registration statement
effective April 19, 1993; International Growth Portfolio - June 7, 1990
(registration statement effective January 3, 1994).

(8) Through March 31, 1997.

OTHER PORTFOLIOS. The following tables set forth historical performance
information for the Large Cap, Value, Mini Cap, Balanced, Short-Intermediate,
Fully Discretionary, Strategic Income and High Yield Bond Portfolios, and the
Investment Adviser's composite performance data relating to the historical
performance of institutional private accounts managed by the Investment Adviser,
since the dates indicated, that have investment objectives, policies, strategies
and risks substantially similar to those of such Portfolios. The composite data
is provided to illustrate the past performance of the Investment Adviser in
managing substantially similar accounts as measured against specified market
indices and does not represent the performance of the Portfolios. Investors
should not consider this performance data as an indication of future performance
of the Portfolios or of the Investment Adviser.

The Investment Adviser has advised the Trust that the net performance
results for the Portfolios are calculated as set forth above under "General
Information -- Performance Information." All information set forth in the
tables below relies on data supplied by the Investment Adviser or from
statistical services, reports or other sources believed by the Investment
Adviser to be reliable. However, except as otherwise indicated, such
information has not been verified and is unaudited.

The Investment Adviser's composite performance data shown below were
calculated in accordance with recommended standards of the Association for
Investment Management and Research retroactively applied to all time periods.
All returns presented were calculated on a total return basis and include all
dividends and interest, accrued income and realized and unrealized gains and
loses. All returns reflect the deduction of investment advisory fees, brokerage
commissions and execution costs paid by the Investment Adviser's institutional
private accounts, without provision for federal or state income taxes.
Custodial fees, if any, were not included in the calculation. The Investment
Adviser's composites include all actual, fee-paying, discretionary institutional
private accounts managed by the Investment Adviser that have investment
objectives, policies, strategies and risks substantially similar to those of the
Large Cap, Value, Mini Cap, Balanced, Short-Intermediate, Fully Discretionary,
Strategic Income and High Yield Bond Portfolios. Securities transactions are
accounted for on the trade date and accrual accounting is utilized. Cash and

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

1/ AIMR is a non-profit membership and education organization with more
than 60,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisers. These AIMR
performance presentation standards are intended to (i) promote full and fair
presentations by investment advisers of their performance results, and
(ii) ensure uniformity in reporting so that performance results of investment
advisers are directly comparable.

B-50
<PAGE>

equivalents are included in performance returns. The monthly returns of the
Investment Adviser's composites combine the individual accounts' returns
(calculated on a time-weighted rate of return that is revalued whenever cash
flows exceed $500) by asset-weighing each individual account's asset value as of
the beginning of the month. Quarterly and yearly returns are calculated by
geometrically linking the monthly and quarterly returns, respectively. The
yearly returns are computed by geometrically linking the returns of each quarter
within the calendar year.

The institutional private accounts that are included in the Investment
Adviser's composites are not subject to the same types of expenses to which the
Large Cap, Value, Mini Cap, Balanced, Short-Intermediate, Fully Discretionary,
Strategic Income and High Yield Bond Portfolios are subject nor to the
diversification requirements, specific tax restrictions and investment
limitations imposed on the Portfolios by the Investment Company Act or
Subchapter M of the Internal Revenue Code. Consequently, the performance
results for the Investment Adviser's composites could have been adversely
affected if the institutional private accounts included in the composites had
been regulated as investment companies under the federal securities laws.

The results presented below may not necessarily equate with the return
experienced by any particular investor as a result of the timing of investments
and redemptions. In addition, the effect of taxes on any investor will depend
on such person's tax status, and the results have not been reduced to reflect
any income tax which may have been payable.

The investment results presented below are not intended to predict or
suggest the returns that might be experienced by the Large Cap, Value, Mini Cap,
Balanced Short-Intermediate, Fully Discretionary, Strategic Income or High Yield
Bond Portfolios or an individual investor investing in such Portfolios.
Investors should also be aware that the uses of a methodology different form
that used below to calculated performance could result in different performance
data.

Balanced Growth Performance Value Performance
--------------------------- -----------------

Investment 60% S&P 500
Adviser's Balanced Lehman Bros. Index 40% Investment
Balanced Growth S&P 500 Govt./Corp. Lehman Bros. Adviser's Value S&P 500
Year Composite Portfolio Index(1) Index(2) Index(1,2) Value Portfolio Index(1)
---- ---------- --------- ------- ------------ ------------ Composite --------- -------
----------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
1988(3) . . . . . . 4.98% 10.25% 3.80% 12.57%

1989 . . . . . . 17.61 31.61 14.23 23.44

1990 . . . . . . 5.69 (3.04) 8.29 1.97

1991 . . . . . . 32.73 30.46 16.13 24.18

1992 . . . . . . 9.40 3.62 7.57 7.51

1993 . . . . . . 20.14 2.89% 2.32 11.06 9.61

1994(3) . . . . . . (5.37) (4.61) 1.32 (0.29) (0.57) 3.79% 5.32%

1995 . . . . . . 29.23 24.60 37.60 19.24 30.02 30.79 37.60

1996(3) . . . . . . 11.72 17.41 22.96 2.89 15.16 32.01 22.96

1997(4) . . . . . . (5.68) (5.00) 2.67 (0.86) 1.60 2.03 26.77 2.67

Last Year(4) . . . 3.67 7.46 19.81 4.44 13.75 29.34 N/A 19.81

Last 5 years(4) . . 12.24 N/A 16.42 7.32 12.53 N/A N/A N/A

Since Inception(4) 12.42 7.49 16.08 8.54 12.92 22.28 26.77 22.30

</TABLE>

________________________

(1) The S&P 500 Index is an unmanaged index containing common stocks of 500
industrial, transportation, utility and financial companies, regarding as
generally representative of the U.S. stock market. The Index reflects the
reinvestment of income dividends and capital gain distributions, if any,
but does not reflect fees, brokerage commissions, or other expenses of
investing.

B-51
<PAGE>

(2) The Lehman Brothers Government/Corporate Bond Index is an unmanaged
market-weighted index consisting of all public obligations of the U.S.
Government, its agencies and instrumentalities, and all corporate issuers
of fixed rate, non-convertible, investment grade U.S. dollar denominated
bonds having maturities of greater than one year. It is generally regarded
as representative of the market for domestic bonds. The Index reflects the
reinvestment of income dividends and capital gains distributions, if any,
but does not reflect fees, brokerage commissions or markups, or other
expenses of investing.

(3) Inception dates are as follows: Balanced Growth Composite - April 1, 1988;
Balanced Growth Portfolio -October 1, 1993; Value Composite - April 1,
1994; Value Portfolio - April 30, 1996.

(4) Through March 31, 1997.

Large Cap Growth Performance Mini Cap Performance
---------------------------- --------------------
Investment Russell Investment
Adviser's Large Large Cap 1000 Adviser's Mini Cap Russell 2000
Cap Growth Growth Growth S&P 500 Mini Cap Growth Growth Stock
Year Composite Portfolio Index(1) Index(2) Composite Portfolio Index(3)
---- --------------- --------- ------- -------- ---------- --------- ------------

<S> <C> <C> <C> <C> <C> <C> <C>
1991(4) . . . . . . 28.69% 14.77%

1992 . . . . . . 11.58 7.77

1993 . . . . . . 7.25 13.36

1994 . . . . . . (5.85) (2.43)

1995(4) . . . . . 35.36% 25.26% 25.37% 55.93 31.06

1996(4) . . . . . 25.91 23.12 22.96 27.72 28.73% 11.28

1997(5) . . . . . . (1.86) 5.18% 0.53 2.67 (10.62) (18.85) (10.56)

Since inception(5) 42.75 16.21 24.52 25.80 18.22 17.42 10.75

</TABLE>

_______________________

(1) The Russell 1000 Growth Index contains those companies among the Russell
1000 securities with higher than average price-to-book ratios and
forecasted growth. The Russell 1000 Index contains the top 1,000
securities of the Russell 3000 Index, which comprises the 3,000 largest
U.S. securities as determined by total market capitalization. The Russell
1000 Growth Index is considered generally representative of the U.S. market
for large cap stocks. The Index reflects the reinvestment of income
dividends and capital gains distributions, if any, but does not reflect
fees, brokerage commissions, or other expenses of investing.

(2) The S&P 500 Index is an unmanaged index containing common stocks of 500
industrial, transportation, utility and financial companies, regarding as
generally representative of the U.S. stock market. The Index reflects the
reinvestment of income dividends and capital gain distributions, if any,
but does not reflect fees, brokerage commissions, or other expenses of
investing.

(3) The Russell 2000 Growth Stock Index contains those securities in the
Russell 2000 Index with a greater-than-average growth orientation.
Companies in the Growth Stock Index generally have higher price-to-book and
price-earnings ratios than the average for all companies in the 2000 Index.
The Russell 2000 Index is a widely regarded small-cap index of the 2,000
smallest securities in the Russell 3000 Index, which comprises the 3,000
largest U.S. securities as determined by total market capitalization. The
Index reflects the reinvestment of income dividends and capital gains
distributions, if any, but does not reflect fees, brokerage commissions, or
other expenses of investing.

(4) Inception dates are as follows: Large Cap Growth Composite - April 1,
1995; Large Cap Growth Portfolio -December 26, 1996; Mini Cap Composite -
August 1, 1991; Mini Cap Portfolio - July 12, 1995.

B-52
<PAGE>

(5) Through March 31, 1997.

Short-Intermediate
Performance Fully Discretionary Performance
------------------ -------------------------------
Merrill Lynch Lehman Bros. Lehman Bros.
Investment Short- 1-3 Yr. Investment Fully Aggregate Govt./Corp.
Adviser's Intermediate Treasury Adviser's Discretionary Bond Bond
Year Composite Portfolio Index(1) Composite Portfolio Index(2) Index(3)
- ---- ---------- ------------ ------------- ---------- ------------- ------------ ------------

<S> <C> <C> <C> <C> <C> <C> <C>
1984 (4) . . . . . 13.28% 13.78% 15.72% 15.14% 15.00%

1985 . . . . . . . 15.66 13.96 21.98 22.11 21.30

1986 . . . . . . . 10.71 10.35 16.13 15.29 15.59

1987 . . . . . . . 5.09 5.65 2.60 2.75 2.31

1988 . . . . . . . 7.93 6.22 7.87 7.89 7.52

1989 . . . . . . . 10.16 10.87 12.53 14.53 14.23

1990 . . . . . . . 9.43 9.72 8.37 8.95 8.29

1991 . . . . . . . 12.56 11.68 17.38 16.00 16.13

1992 . . . . . . . 6.20 6.30 7.38 7.40 7.53

1993 . . . . . . . 7.19 5.41 12.32 9.75 11.06

1994(4) . . . . . 0.39 0.57 (3.75) (2.92) (3.51)

1995(4) . . . . . 10.40 4.95% 10.99 16.91 8.81% 18.48 19.24

1996 . . . . . . . 5.09 4.85 4.99 3.50 2.29 3.61 2.69

1997 . . . . . . . 0.89 0.80 0.66 (0.12) (0.49) (0.56) (0.86)

Last year(5) . . . 5.65 5.30 5.33 5.52 4.98 4.91 4.44

Last 5 years(5) . . 6.15 N/A 5.71 7.70 N/A 7.19 7.32

Last 10 years(5). . 7.61 N/A 7.13 8.52 N/A 8.23 8.12

Since inception(5) 5.93 6.76 5.60 4.42 6.66 4.99 4.59

</TABLE>

_______________________
(1) The Merrill Lynch 1-3 Year Treasury Index is an index consisting of all
public U.S. Treasury obligations having maturities from one to 2.99 years.
The Index includes income and distributions but does not reflect fees,
brokerage commissions or other expenses of investing.
(2) The Lehman Brothers Aggregate Bond Index is an index consisting of the
Lehman Brothers Government/Corporate Bond Index, the Lehman Brothers
Mortgage-Backed Securities Index, and the Lehman-Brothers Asset-Backed
Securities Index. See note 3 for a description of the Government/Corporate
Bond Index. The Mortgage-Backed Securities Index consists of 15 and
30-year fixed rate securities backed by mortgage pools of GNMA, the Federal
Home Loan Mortgage Corporation and the Federal National Mortgage
Association (excluding buydowns, manufactured homes and graduated equity
mortgages). The Asset-Backed Securities Index consists of credit card,
auto and home equity loans (excluding subordinated tranches) with an
average life of one year. Each Index includes income and distributions but
does not reflect fees, brokerage commissions or other expenses of
investing.
(3) The Lehman Brothers Government/Corporate Bond Index is an index consisting
of the Lehman Brothers Government Bond Index and the Lehman Brothers
Corporate Bond Index. The Government Bond Index includes all public
obligations of the U.S. Treasury (excluding flower bonds and
foreign-targeted issues), its agencies and quasi-federal corporations, and
corporate debt guaranteed by the U.S. Government. The Corporate Bond Index
includes all publicly issued, fixed rate, non-convertible investment grade
U.S. dollar denominated corporate debt registered with the Securities and
Exchange Commission; it also includes debt issued or guaranteed by foreign
sovereign governments, municipalities, and governmental or international
agencies. The Index includes income and distributions but does not reflect
fees, brokerage commissions or other expenses of investing.

B-53
<PAGE>

(4) Inception dates are as follows: Short-Intermediate Composite - January 1,
1984; Short-Intermediate Portfolio -August 31, 1995; Discretionary-U.S.
Composite - January 1, 1984; Fully Discretionary Portfolio - August 31,
1995.
(5) Through March 31, 1997.

High Yield Bond Performance Strategic Income Performance
--------------------------- ----------------------------
Lehman Bros.
Investment Merrill Lynch Investment Mortgage-
Adviser's High Yield Lehman Bros. High Yield First Boston Adviser's Strategic Backed First Boston
High Yield Bond High Yield Master High Yield Securities Income Income Securities High Yield
Year Bond Composite Portfolio Index(1) Index(2) Index(3) Composite Portfolio Index(4) Index(3)
- ---- -------------- ---------- ----------- ------------- ------------ ----------------- --------- ------------ ------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1994(5) . . 1.45% 0.95% 0.88% 0.09%

1995 . . 19.38 19.17 19.89 17.36

1996(5,6) . 22.63 11.33% 11.35 11.07 12.42 15.16% 9.54% 5.36% 12.42%

1997 2.50 9.84 1.12 0.81 1.47 1.90 1.90 0.12 1.47

Last year(6) 20.39 N/A 10.63 10.37 11.66 13.11 N/A 5.96 11.66

Since
inception(6) 15.19 13.90 10.65 10.56 10.26 13.65 17.93 4.36 11.11

</TABLE>

_______________________
(1) The Lehman Brothers High Yield Index includes all U.S. domestic fixed
income securities having a maximum quality rating of Ba1 by Moody's
(including defaulted issues), a minimum principal amount outstanding of
$100 million, and a remaining term to maturity of at least one year, other
than payment-in-kind securities and Eurobonds. The Index reflects the
reinvestment of income, if any, but does not reflect fees, dealer markups,
or other expenses of investing.

(2) The Merrill Lynch High Yield Master Index includes all publicly placed
nonconvertible, coupon-bearing U.S. domestic debt securities with a
remaining term to maturity of at least one year, with par amounts
outstanding of at least $10 million at the start and close of the
performance measurement period, other than floating rate debts, equipment
trust certificates and Title 11 securities. Issues must be rated as less
than investment grade by Standard & Poor's or Moody's, but not in default.
The index reflects the reinvestment of income, if any, but does not reflect
fees, dealer markups, or other expenses of investing.

(3) The First Boston High Yield Index includes over 180 U.S. domestic issues
with an average maturity range of seven to ten years and with a minimum
issue size of $100 million. The Index reflects the reinvestment of income,
if any, but does not reflect fees, dealer markups, or other expenses of
investing.

(4) The Lehman Brothers Mortgage-Backed Securities Index is composed of all
fixed-rate, securitized mortgage pools of GNMA, FNMA and the FHLMC,
including GNMA Graduated Payment Mortgages, with a principal amount of at
least $50 million. The Index reflects the reinvestment of income, if any,
but does not reflect fees, dealer markups, or other expenses of investing.

(5) Inception dates are as follows: High Yield Bond Composite - April 1, 1994;
High Yield Bond Portfolio - July 31, 1996; Strategic Income Composite -
January 1, 1996; Strategic Income Portfolio - July 31, 1996.

(6) Through March 31, 1997.

B-54
<PAGE>

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
INDEPENDENT AUDITORS 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 Portfolios and Funds 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 Portfolios and Funds.

State Street Bank and Trust Company, 2 Heritage Drive, 7th Floor,
North Quincy, Massachusetts, 02171, serves as the Dividend Disbursing Agent and
as the Transfer Agent for the Portfolios and Funds. The Transfer Agent provides
customary transfer agency services to the 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 Charles Schwab Trust Company, 101 Montgomery Street, San
Francisco, California 94104, serves as co-transfer agent for shares of the
Portfolios. The following act as sub-transfer agents for the Portfolios:
Financial Data Services, Inc., 4800 Deer Lake Drive, 2nd Floor, Jacksonville,
Florida 32246; William M. Mercer Plan Participant Services, Inc., 1417 Lake Cook
Road, Deerfield, Illinois 60015; and Schwab Retirement Plan Services, Inc., 101
Montgomery Street, San Francisco, California 94104.

Ernst & Young, L.L.P., 515 South Flower Street, Los Angeles,
California 90071, serves as the independent auditors 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 LLP, 555 South Flower Street, Los
Angeles, California 90071, is legal counsel for the Trust and Master Trust. It
also acts as legal counsel for the Investment Adviser and Distributor.

MISCELLANEOUS

SHARES OF BENEFICIAL INTEREST

The Trust is currently comprised of 57 series of shares -- 10 A
Portfolios, 10 B Portfolios, 10 C Portfolios, 16 Institutional Portfolios, one
Money Market Portfolio and 10 Qualified Portfolios.

On any matter submitted to a vote of shareholders of the Trust, all
shares then entitled to vote will be voted by the affected series 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 a 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 Investment Company Act provides that any matter
required to be submitted to the holders of the outstanding voting securities of
an investment company such as the Trust shall not be deemed to have been
effectively acted upon unless approved by a majority of the outstanding 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 directors may be effectively acted upon by the shareholders of the
Trust voting without regard to Portfolio.

B-55
<PAGE>

As used in the Portfolios' prospectuses and in this Statement of
Additional Information, the term "majority," when referring to approvals to be
obtained from shareholders of a 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, means the vote of the lesser of (i) 67% 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 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 the 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
provides that its investors will be personally and jointly and severally
responsible (with rights of contribution among them 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, 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 a Fund, its
investors), and not against the assets or property of any other Portfolio or
Fund (or in the case of a Portfolio, the investors therein).

B-56
<PAGE>

FINANCIAL STATEMENTS

The Trust's 1997 Annual Report to Shareholders of the Portfolios
accompanies this Statement of Additional Information. The financial statements
in such Annual Report are incorporated in this Statement of Additional
Information by reference. Such financial statements for the fiscal years ended
March 31, 1996 and 1997 have been audited by the Funds' independent auditors,
Ernst & Young L.L.P., whose report thereon appears in such Annual Report. Such
financial statements have been incorporated herein in reliance upon such report
given upon their authority as experts in accounting and auditing. Additional
copies of the Trust's 1997 Annual Report to Shareholders of the Portfolios 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 Portfolios' Prospectuses, the Statements 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 Portfolios'
Prospectuses or the Statements of Additional Information as to the contents of
any contract or other document referred to herein or in the Prospectuses 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 these Registration
Statements, each such statement being qualified in all respects by such
reference.

B-57

<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: 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.

A-1

<PAGE>

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.

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.

A-2

<PAGE>

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.

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

A-3

<PAGE>

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.

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.

A-4

<PAGE>

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.

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.

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

A-5

<PAGE>

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.

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.

A-6

<PAGE>

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

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

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

A-7

<PAGE>

NICHOLAS-APPLEGATE MUTUAL FUNDS

FORM N-1A

PART C: OTHER INFORMATION
--------------------------

Item 24. Financial Statements and Exhibits.
----------------------------------

a. Not Applicable.

b. Exhibits:

(1.1) Certificate of Trust of Registrant (f).

(1.2) Certificate of Amendment to Certificate of Trust of
Registrant (f).

(1.3) Amended and Restated Declaration of Trust of Registrant (f).

(1.4) Certificate of Trustees dated August 6, 1993, establishing
Emerging Growth Portfolio series (f).

(1.5) Certificate of Trustees dated December 15, 1993,
establishing International Growth Portfolio series (f).

(1.6) Amendment No. 2 to Amended and Restated Declaration of Trust
(f).

(1.7) Amendment No. 3 to Amended and Restated Declaration of Trust
(f).

(1.8) Amendment No. 4 to Amended and Restated Declaration of Trust
(f).

(1.9) Amendment No. 5 to Amended and Restated Declaration of Trust
(f).

(1.10) Amendment No. 6 to Amended and Restated Declaration of Trust
(f).

(1.11) Amendment No. 7 to Amended and Restated Declaration of Trust
(f).

(1.12) Form of Amendment No. 8 to Amended and Restated Declaration
of Trust (f).

(1.13) Amendment No. 9 to Amended and Restated Declaration of Trust
(f).

(1.14) Form of Amendment No. 10 to Amended and Restated Declaration
of Trust (b).

(1.15) Amendment No. 11 to Amended and Restated Declaration of
Trust (i).

(1.16) Form of Amendment No. 12 to Amended and Restated Declaration
of Trust (i).

(1.17) Amendment No. 13 to Amended and Restated Declaration of
Trust (j).

(1.18) Form of Amendment No. 14 to Amended and Restated Declaration
of Trust (j).

C-1

<PAGE>

(1.19) Form of Amendment No. 15 to Amended and Restated Declaration
of Trust (l).

(2.1) Amended Bylaws of Registrant (f).

(2.2) Amendment to Section 2.5 of Bylaws of Registrant (f).

(3) None.

(4) None.

(5) Form of Investment Advisory Agreement between Registrant and
Nicholas-Applegate Capital Management, with respect to
Global Blue Chip Fund and Emerging Markets Bond Fund (l).

(6.1) Distribution Agreement between Registrant and
Nicholas-Applegate Securities dated as of April 19, 1993
(f).

(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 (f).

(6.3) Letter agreement between Registrant and Nicholas-Applegate
Securities dated December 15, 1993, adding International
Growth Portfolio series to Distribution Agreement (f).

(6.4) Letter agreement between Registrant and Nicholas-Applegate
Securities dated April 22, 1994, adding Qualified Portfolio
series to Distribution Agreement (f).

(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 (f).

(6.6) Letter agreement between Registrant and Nicholas-Applegate
Securities, adding Series B Portfolios to Distribution
Agreement (f).

(6.7) Letter agreement between Registrant and Nicholas-Applegate
Securities, adding Fixed Income and Qualified Portfolio
series to Distribution Agreement (f).

(6.8) Form of letter agreement between Registrant and
Nicholas-Applegate Securities, adding Value Institutional
Portfolio series to Distribution Agreement (a).

(6.9) Form of letter agreement between Registrant and
Nicholas-Applegate Securities, adding High Yield Bond and
Strategic Income Institutional Portfolio series to
Distribution Agreement (b).

(6.10) Form of letter agreement between Registrant and
Nicholas-Applegate Securities adding Large Cap Growth and
Core Growth International Portfolio series to Distribution
Agreement (i).

(6.11) Form of letter agreement between Registrant and
Nicholas-Applegate Securities adding Core Growth
International Portfolio C series to Distribution Agreement
(i).

(6.12) Form of letter agreement between Registrant and
Nicholas-Applegate Securities adding Large Cap Growth
Portfolio A, B, C and Q series to Distribution Agreement
(j).

C-2
<PAGE>

(6.13) Form of letter agreement between Registrant and
Nicholas-Applegate Securities, adding Global Blue Chip Fund
and Emerging Markets Bond Fund to Distribution Agreement
(l).

(6.14) Addendum to Administration Service Fee Schedule revised July
7, 1997 adding Non-Master/Feeder Portfolios (m).

(7) None.

(8.1) Custodian Services Agreement between Registrant and PNC Bank
dated as of April 1, 1993 (f).

(8.2) Letter agreement between Registrant and PNC Bank dated July
19, 1993, adding certain Institutional (formerly Qualified)
Portfolio series to Custodian Services Agreement (f).

(8.3) Letter agreement between Registrant and PNC Bank dated
August 20, 1993, adding Emerging Growth Portfolio series to
Custodian Services Agreement (f).

(8.4) Letter agreement between Registrant and PNC Bank dated
December 15, 1993, adding International Growth Portfolio
series to Custodian Services Agreement (f).

(8.5) Letter agreement between Registrant and PNC Bank dated April
22, 1994, adding Core Growth Qualified Portfolio series to
Custodian Services Agreement (f).

(8.6) 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 Services Agreement (f).

(8.7) Letter agreement between Registrant and PNC Bank, adding
Series B Portfolios to Custodian Services Agreement (f).

(8.8) Letter agreement between Registrant and PNC Bank, adding
Fixed Income Portfolio series to Custodian Services
Agreement (f).

(8.9) Form of letter agreement between Registrant and PNC Bank
adding Value Institutional Portfolio series to Custodian
Services Agreement (a).

(8.10) Form of letter agreement between Registrant and PNC Bank
adding High Yield Bond and Strategic Income Institutional
Portfolio series to Custodian Services Agreement (b).

(8.11) Form of letter agreement between Registrant and PNC Bank
adding Large Cap Growth and Core Growth International
Portfolio series to Custodian Services Agreement (i).

(8.12) Form of letter agreement between Registrant and PNC Bank
adding Core Growth International Portfolio C series to
Custodian Services Agreement (i).

(8.13) Form of letter agreement between Registrant and PNC Bank
adding Large Cap Growth Portfolio A, B, C and Q series to
Custodian Services Agreement (j).

(8.14) Form of letter agreement between Registrant and PNC Bank,
adding Global Blue Chip Fund and Emerging Markets Bond Fund
to Custodian Services Agreement (l).

C-3

<PAGE>

(8.15) Form of letter agreement between Registrant and PNC Bank
with respect to custodian services fees related to the
Global Blue Chip Fund and the Emerging Markets Bond Fund
(m).

(9.1) Administration Agreement between Registrant and Investment
Company Administration Corporation dated as of April 1, 1993
(f).

(9.2) Administrative Services Agreement between Registrant and
Nicholas-Applegate Capital Management dated as of November
18, 1996 (i).

(9.3) Transfer Agency and Service Agreement between Registrant and
State Street Bank and Trust Company dated as of April 1,
1993 (f).

(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 (f).

(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 (f).

(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 (f).

(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 (f).

(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 (f).

(9.9) Letter agreement between Registrant and State Street Bank
and Trust Company, adding Series B Portfolios to Transfer
Agency and Service Agreement (f).

(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 (f).

(9.11) Form of letter agreement between Registrant and State Street
Bank and Trust Company, adding Value Institutional Portfolio
series to Transfer Agency and Service Agreement (a).

(9.12) Form of letter agreement between Registrant and State Street
Bank and Trust Company, adding High Yield Bond and Strategic
Income Institutional Portfolio series to Transfer Agency and
Service Agreement (b).

(9.13) Form of letter agreement between Registrant and State Street
Bank and Trust Company, adding Large Cap Growth and Core
Growth International Portfolio series to Transfer Agency and
Service Agreement (i).

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<PAGE>

(9.14) Form of letter agreement between Registrant and State Street
Bank and Trust Company adding Core Growth International
Portfolio C series to Transfer Agency and Service Agreement
(i).

(9.15) Form of letter agreement between Registrant and State Street
Bank and Trust Company adding Large Cap Growth Portfolio A,
B, C and Q series to Transfer Agency and Service Agreement
(j).

(9.16) Form of letter agreement between Registrant and State Street
Bank and Trust company, adding Global Blue Chip Fund and
Emerging Markets Bond Fund to Transfer Agency and Service
Agreement (l).

(9.17) Shareholder Service Plan between Registrant and
Nicholas-Applegate Securities (f).

(9.18) License Agreement dated as of December 17, 1992, between
Registrant and Nicholas-Applegate Capital Management (f).

(9.19) Accounting Services Agreement between Registrant and PFPC
Inc. dated as of April 1, 1993 (f).

(9.20) Letter agreement between Registrant and PFPC Inc. dated July
19, 1993, adding certain Institutional (formerly Qualified)
Portfolio series to Accounting Services Agreement (f).

(9.21) Letter agreement between Registrant and PFPC Inc. dated
August 20, 1993, adding Emerging Growth Portfolio series to
Accounting Services Agreement (f).

(9.22) Letter agreement between Registrant and PFPC Inc. dated
December 15, 1993, adding International Growth Portfolio
series to Accounting Services Agreement (f).

(9.23) Letter agreement between Registrant and PFPC Inc. dated
April 22, 1994, adding Core Growth Qualified Portfolio
series to Accounting Services Agreement (f).

(9.24) 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 (f).

(9.25) Letter agreement between Registrant and PFPC Inc., adding
Series B Portfolios to Accounting Services Agreement (f).

(9.26) Letter agreement between Registrant and PFPC Inc., adding
Fixed Income Portfolio series to Accounting Services
Agreement (f).

(9.27) Form of letter agreement between Registrant and PFPC Inc.
adding Value Institutional Portfolio series to Accounting
Services Agreement (a).

(9.28) Form of letter agreement between Registrant and PFPC Inc.
adding High Yield Bond and Strategic Income Institutional
Portfolio series to Accounting Services Agreement (b).

(9.29) Form of letter agreement between Registrant and PFPC Inc.
adding Large Cap Growth and Core Growth International
Portfolio series to Accounting Services Agreement (i).

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<PAGE>

(9.30) Form of letter agreement between Registrant and PFPC Inc.
adding Core Growth International Portfolio C series to
Accounting Services Agreement (i).

(9.31) Form of letter agreement between Registrant and PFPC Inc.
adding Large Cap Growth Portfolio A, B, C and Q series to
Accounting Services Agreement (j).

(9.32) Form of letter agreement between Registrant and PFPC Inc.,
adding Global Blue Chip Fund and Emerging Markets Bond Fund
to Accounting Services Agreement (l).

(9.33) Form of letter agreement between Registrant and PFPC Inc.
with respect to accounting services fees related to the
Global Blue Chip Fund and the Emerging Markets Bond Fund
(m).

(9.34) Letter agreement between Registrant and Nicholas-Applegate
Capital Management dated September 27, 1993 regarding
expense reimbursements (f).

(9.35) Letter agreement between Registrant and Nicholas-Applegate
Capital Management dated December 15, 1993, adding
International Growth Portfolio series to agreement regarding
expense reimbursements (f).

(9.36) Letter agreement between Registrant and Nicholas-Applegate
Capital Management dated April 22, 1994, adding Qualified
Portfolio series to agreement regarding expense
reimbursements (f).

(9.37) 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 (f).

(9.38) Letter agreement between Registrant and Nicholas-Applegate
Capital Management, adding Series B Portfolios to agreement
regarding expense reimbursement (f).

(9.39) Letter agreement between Registrant and Nicholas-Applegate
Capital Management, adding Qualified and Fixed Income
Portfolio series to agreement regarding expense
reimbursement (f).

(9.40) Letter agreement between Registrant and Nicholas-Applegate
Capital Management revising expense reimbursement agreement
with respect to Government Income Portfolios (f).

(9.41) Form of letter agreement between Registrant and
Nicholas-Applegate Capital Management, adding Value
Institutional Portfolio series to agreement regarding
expense reimbursement (a).

(9.42) Form of letter agreement between Registrant and
Nicholas-Applegate Capital Management, adding High Yield
Bond and Strategic Income Institutional Portfolio series to
agreement regarding expense reimbursement (b).

(9.43) Form of letter agreement between Registrant and
Nicholas-Applegate Capital Management, adding Large Cap
Growth and Core Growth International Portfolio series to
agreement regarding expense reimbursement (i).

(9.44) Form of letter agreement between Registrant and
Nicholas-Applegate Capital Management, adding Core Growth
International Portfolio C series to agreement regarding
expense reimbursement (i).

C-6

<PAGE>

(9.45) Form of letter agreement between Registrant and
Nicholas-Applegate Capital Management, adding Large Cap
Growth Portfolio A, B, C and Q series to agreement regarding
expense reimbursement (j).

(9.46) Form of letter agreement between Registrant and
Nicholas-Applegate Capital Management, adding Global Blue
Chip Fund and Emerging Markets Bond Fund to agreement
regarding expense reimbursement (l).

(9.47) Credit Agreement among Registrant, Chemical Bank and certain
other banks dated April 10, 1996 (f).

(9.48) First Amendment Agreement to Credit Agreement dated as of
April 9, 1997 among Registrant, The Chase Manhattan Bank,
and certain other banks (l).

(10) Opinion of Counsel (c).

(11) Consent of independent auditors.

(12) Not Applicable.

(13) Investment Letter of initial investor in Registrant dated
April 1, 1993 (f).

(14.1) IRA Plan Materials (d).

(14.2) 401(k) Profit-Sharing Plan Materials (d).

(15) Amended Distribution Plan of Registrant (f)

(16) Schedule of Computation of Performance Quotations (c).

(17) Financial Data Schedules.

(18) Not Applicable.

(19.1) Limited Powers of Attorney of Trustees (d).

(19.2) Limited Power of Attorney of Walter E. Auch (e).

(19.3) Limited Power of Attorney of John D. Wylie (h).

(19.4) Certified Resolution of Board of Trustees of Registrant
regarding Limited Power of Attorney of John D. Wylie (h).

(19.5) Limited Power of Attorney of Thomas Pindelski (k).

(19.6) Certified Resolution of Board of Trustees regarding Limited
Power of Attorney of Thomas Pindelski (k).

C-7

<PAGE>

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

(a) Filed as an Exhibit to Amendment No. 28 to Registrant's Form N-1A
Registration Statement on January 19, 1996 and incorporated herein by
reference.

(b) Filed as an Exhibit to Amendment No. 29 to Registrant's Form N-1A
Registration Statement on May 3, 1996 and incorporated herein by reference.

(c) 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.

(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. 14 to Registrant's Form N-1A
Registration Statement on September 26, 1994 and incorporated herein by
reference.

(f) Filed as an Exhibit to Amendment No. 32 to Registrant's Form N-1A
Registration Statement on June 3, 1996 and incorporated herein by
reference.

(g) Filed as an Exhibit to Amendment No. 37 to Registrant's Form N-1A
Registration Statement on October 15, 1996 and incorporated herein by
reference.

(h) Filed as an Exhibit to Amendment No. 38 to Registrant's Form N-1A
Registration Statement on October 25, 1996 and incorporated herein by
reference.

(i) Filed as an Exhibit to Amendment No. 40 to Registrant's Form N-1A
Registration Statement on January 3, 1997 and incorporated herein by
reference.

(j) Filed as an Exhibit to Amendment No. 42 to Registrant's Form N-1A
Registration Statement on May 1, 1997 and incorporated herein by reference.

(k) Filed as an Exhibit to Amendment No. 44 to Registrant's Form N-1A
Registration Statement on May 22, 1997 and incorporated herein by
reference.

(l) Filed as an Exhibit to Amendment No. 45 to Registrant's Form N-1A
Registration Statement on July 14, 1997 and incorporated herein by
reference.

(m) Filed as an Exhibit to Amendment No. 47 to Registrant's Form N-1a
Registration Statement on July 28, 1997 and Incorporated Herein by
Reference.

Item 25. Persons Controlled by or under Common Control with Registrant.
--------------------------------------------------------------

Fred C. Applegate, Arthur B. Laffer and Charles E. Young, members of
the Board of Trustees of Registrant, are also three of the seven members of the
Board of Directors of Nicholas-Applegate Fund, Inc., a registered investment
company. Accordingly, Registrant and Nicholas-Applegate Fund, Inc. may be
deemed to be under common control.

C-8

<PAGE>

Item 26. Number of Holders of Securities.
--------------------------------

As of June 30, 1997, the number of record holders of each series of
Registrant was as follows:

Title of Series Number of Record Holders
--------------- ------------------------

Large Cap Growth Portfolio A -
Core Growth Portfolio A 6,807
Emerging Growth Portfolio A 11,164
Income & Growth Portfolio A 2,284
Balanced Growth Portfolio A 846
Government Income Portfolio A 434
Money Market Portfolio -
International Core Growth Portfolio A 3
Worldwide Growth Portfolio A 1,974
International Small Cap Growth Portfolio A 404
Emerging Countries Portfolio A 2,883
Large Cap Growth Portfolio B -
Core Growth Portfolio B 2,895
Emerging Growth Portfolio B 3,314
Income & Growth Portfolio B 916
Balanced Growth Portfolio B 260
Government Income Portfolio B 178
International Core Growth Portfolio B 3
Worldwide Growth Portfolio B 495
International Small Cap Growth Portfolio B 502
Emerging Countries Portfolio B 2,141
Large Cap Growth Portfolio C -
Core Growth Portfolio C 14,157
Emerging Growth Portfolio C 17,204
Income & Growth Portfolio C 5,265
Balanced Growth Portfolio C 1,383
Government Income Portfolio C 476
International Core Growth Portfolio C 14
Worldwide Growth Portfolio C 5,682
International Small Cap Growth Portfolio C 642
Emerging Countries Portfolio C 2,068
Large Cap Growth Institutional Portfolio 31
Core Growth Institutional Portfolio 195
Emerging Growth Institutional Portfolio 191
Income & Growth Institutional Portfolio 112
Balanced Growth Institutional Portfolio 24
International Core Growth Institutional Portfolio 39
Worldwide Growth Institutional Portfolio 70
International Small Cap Growth Institutional Portfolio 81
Emerging Countries Institutional Portfolio 174
Mini Cap Growth Institutional Portfolio 164
Fully Discretionary Institutional Fixed Income Portfolio 12
Short-Intermediate Institutional Fixed Income Portfolio 14
Value Institutional Portfolio 26
High Yield Bond Institutional Portfolio 22

C-9

<PAGE>

Strategic Income Institutional Portfolio 16
Global Growth & Income Institutional Portfolio -
Large Cap Growth Qualified Portfolio -
Core Growth Qualified Portfolio 203
Emerging Growth Qualified Portfolio 18
Income & Growth Qualified Portfolio 11
Balanced Growth Qualified Portfolio 11
Government Income Qualified Portfolio 9
International Core Growth Qualified Portfolio 2
Worldwide Growth Qualified Portfolio 10
International Small Cap Growth Qualified Portfolio 10
Emerging Countries Qualified Portfolio 61

Item 27. Indemnification.
----------------

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 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, 1996, Nicholas-Applegate Capital
Management has engaged principally in the business of providing investment
services to institutional and other clients. All of the

C-10

<PAGE>

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 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.

Positions and Positions and
Name and Principal Offices with Principal Offices with
Business Address Underwriter Registrant
- ------------------ ----------- ----------
Arthur E. Nicholas Chairman None

John D. Wylie President 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

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 primary 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, 7th Floor, North Quincy,
Massachusetts 02171).

Item 31. Management Services.
--------------------

Not Applicable.

C-11

<PAGE>

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-12

<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 21st day
of July, 1997. The undersigned hereby certifies that this Amendment 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.

John D. Wylie*
- ------------------------- Principal Executive Officer July 21, 1997
John D. Wylie

Thomas Pindelski*
- ------------------------- Principal Financial and
Thomas Pindelski Accounting Officer July 21, 1997

Fred C. Applegate*
- ------------------------- Trustee July 21, 1997
Fred C. Applegate

Arthur B. Laffer*
- ------------------------- Trustee July 21, 1997
Arthur B. Laffer

Charles E. Young*
- ------------------------- Trustee July 21, 1997
Charles E. Young

* s/E. Blake Moore, Jr.
- -------------------------
By: E. Blake Moore, Jr.
Attorney In Fact

C-13

<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 21st day of July, 1997. The
undersigned hereby certifies that this Amendment 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.

John D. Wylie*
- ------------------------- Principal Executive Officer July 21, 1997
John D. Wylie

Thomas Pindelski*
- ------------------------- Principal Financial and
Thomas Pindelski Accounting Officer July 21, 1997

George F. Keane*
- ------------------------- Trustee July 21, 1997
George F. Keane

Dann V. Angeloff*
- ------------------------- Trustee July 21, 1997
Dann V. Angeloff

Walter E. Auch*
- ------------------------- Trustee July 21, 1997
Walter E. Auch

Theodore J. Coburn*
- ------------------------- Trustee July 21, 1997
Theodore J. Coburn

Darlene DeRemer*
- ------------------------- Trustee July 21, 1997
Darlene DeRemer

Arthur E. Nicholas*
- ---------------------- Trustee July 21, 1997
Arthur E. Nicholas

* s/E. Blake Moore, Jr.
- -------------------------
By: E. Blake Moore, Jr.
Attorney in Fact

C-14

<PAGE>

EXHIBIT INDEX
NICHOLAS-APPLEGATE MUTUAL FUNDS
AMENDMENT NO. 48 TO
FORM N-1A REGISTRATION STATEMENT
FILE NO. 811-7428

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

(11) Consent of Independent Auditors.

(17) Financial Data Schedules

C-15

<PAGE>
EXHIBIT 11

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Financial
Highlights", "Independent Auditors" and "Financial Statements" in the Prospectus
and the related Statement of Additional Information in Post-Effective Amendment
No. 46 to the Registration Statement of Nicholas-Applegate Mutual Funds.

Los Angeles, California
July 25, 1997

C-16

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