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NICHOLAS | APPLEGATE-Registered Trademark- MUTUAL FUNDS
SUPPLEMENT TO PROSPECTUSES
Advisory Shares dated July 24, 1998
FEBRUARY 1, 1999
Pursuant to an agreement signed on January 29, 1999 between
Nicholas-Applegate Securities and Pilgrim Securities, Inc., Pilgrim Securities
will become an exclusive distributor of the Nicholas-Applegate Mutual Funds.
Pursuant to another agreement ("Purchase Agreement") between Nicholas-Applegate
Capital Management ("NACM"), Nicholas-Applegate Securities ("NAS"), Pilgrim
America Capital Corporation ("Pilgrim") and its affiliates, Pilgrim has agreed
to purchase from NACM certain assets related to the retail classes of the
Nicholas-Applegate Mutual Funds. In connection with this agreement, it is
contemplated that Pilgrim Investments, Inc., a subsidiary of Pilgrim, will in
the future become, subject to approval of the Board of Trustees of
Nicholas-Applegate Mutual Funds and shareholders, the investment adviser of
Nicholas-Applegate Mutual Funds. It is also contemplated that NACM would
become, subject to shareholder approval, the sub-adviser of the following
portfolios:
Small Cap Growth Fund
Mid Cap Growth Fund
Large Cap Growth Fund
Emerging Countries Fund
Convertible Fund
Worldwide Growth Fund
International Small Cap Growth Fund
International Core Growth Fund
It is further contemplated that the Board of the Funds and shareholders of
the High Yield Bond Fund would be asked to approve a tax-free reorganization
into the Pilgrim High Yield Bond Fund. It is also contemplated that the Money
Market and Value Funds would be dissolved and liquidated. The Purchase
Agreement is subject to customary closing conditions.
Finally, prior to the date on which the agreement is consummated, NACM will
create a new series investment company, called Nicholas-Applegate Investment
Trust, which will be distributed primarily to institutional investors and will
include a new Mini-Cap Fund. The new Mini-Cap Fund will have the same
investment objectives, policies and restrictions as the existing Mini-Cap Fund.
It is contemplated that the shareholders of the existing Mini Cap Growth Fund
will be asked to approve a tax-free merger into the new Mini Cap Fund.
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NICHOLAS | APPLEGATE-Registered Trademark- MUTUAL FUNDS
SUPPLEMENT TO PROSPECTUSES
Class A, B and C Shares dated September 18, 1998
FEBRUARY 1, 1999
Pursuant to an agreement signed on January 29, 1999 between
Nicholas-Applegate Securities and Pilgrim Securities, Inc., Pilgrim Securities
will become an exclusive distributor of the Nicholas-Applegate Mutual Funds.
Pursuant to another agreement ("Purchase Agreement") between Nicholas-Applegate
Capital Management ("NACM"), Nicholas-Applegate Securities ("NAS"), Pilgrim
America Capital Corporation ("Pilgrim") and its affiliates, Pilgrim has agreed
to purchase from NACM certain assets related to the retail classes of the
Nicholas-Applegate Mutual Funds. In connection with this agreement, it is
contemplated that Pilgrim Investments, Inc., a subsidiary of Pilgrim, will in
the future become, subject to approval of the Board of Trustees of
Nicholas-Applegate Mutual Funds and shareholders, the investment adviser of
Nicholas-Applegate Mutual Funds. It is also contemplated that NACM would
become, subject to shareholder approval, the sub-adviser of the following
portfolios:
Small Cap Growth Fund
Mid Cap Growth Fund
Large Cap Growth Fund
Emerging Countries Fund
Convertible Fund
Worldwide Growth Fund
International Small Cap Growth Fund
International Core Growth Fund
It is further contemplated that the Board of the Funds and shareholders of
the High Yield Bond Fund would be asked to approve a tax-free reorganization
into the Pilgrim High Yield Bond Fund. It is also contemplated that the Money
Market and Value Funds would be dissolved and liquidated. The Purchase
Agreement is subject to customary closing conditions.
<PAGE>
NICHOLAS | APPLEGATE-Registered Trademark- MUTUAL FUNDS
SUPPLEMENT TO PROSPECTUSES
Institutional Shares dated July 24, 1998
FEBRUARY 1, 1999
Pursuant to an agreement signed on January 29, 1999 between
Nicholas-Applegate Securities and Pilgrim Securities, Inc., Pilgrim Securities
will become an exclusive distributor of the Nicholas-Applegate Mutual Funds.
Pursuant to another agreement ("Purchase Agreement") between Nicholas-Applegate
Capital Management ("NACM"), Nicholas-Applegate Securities ("NAS"), Pilgrim
America Capital Corporation ("Pilgrim") and its affiliates, Pilgrim has agreed
to purchase from NACM certain assets related to the retail classes of the
Nicholas-Applegate Mutual Funds. In connection with this agreement, it is
contemplated that Pilgrim Investments, Inc., a subsidiary of Pilgrim, will in
the future become, subject to approval of the Board of Trustees of
Nicholas-Applegate Mutual Funds and shareholders, the investment adviser of
Nicholas-Applegate Mutual Funds. The Purchase Agreement is subject to customary
closing conditions.
NACM is creating a new series investment company which NACM will managed
and distribute primarily for and to institutional investors. Each series of the
new investment company will have the same investment objectives, policies and
restrictions as those of the corresponding portfolios of the Nicholas-Applegate
Mutual Funds. Shareholders will soon be asked to approve the transfer of their
assets from their existing portfolios into the portfolios of this newly created
investment company.
In addition it is contemplated that the Balanced Growth, Strategic
Income, Money Market and Emerging Markets Bond Funds would be dissolved and
liquidated. All of the arrangements described herein are subject to
customary regulatory approval and other conditions.
