<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed By Registrant /X/
Filed By Party Other Than Registrant / /
Check Appropriate Box
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Name of Registrant: Nicholas-Applegate Mutual Funds
Name of Person Filing Proxy Statement: Charles H. Field, Assistant Secretary
Payment of Filing Fee
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
1) Title of each class of securities to which the transaction applies
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2) Aggregate number of securities to which transaction applies
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3) Per Unit Price or Other Underlying Value of Transaction Computed
pursuant to Exchange Rule 0-11
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4) Proposed Maximum Aggregate Value of Transaction
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5) Total Fee Paid
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/ / Fee Paid Previously With Preliminary Materials
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount previously paid
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party
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4) Date Filed
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<PAGE>
NICHOLAS-APPLEGATE MINI CAP GROWTH FUND
NICHOLAS-APPLEGATE GLOBAL BLUE CHIP FUND
NICHOLAS-APPLEGATE GLOBAL GROWTH AND INCOME FUND
NICHOLAS-APPLEGATE GLOBAL TECHNOLOGY FUND
NICHOLAS-APPLEGATE PACIFIC RIM FUND
NICHOLAS-APPLEGATE LATIN AMERICA FUND
NICHOLAS-APPLEGATE GREATER CHINA FUND
NICHOLAS-APPLEGATE SHORT INTERMEDIATE FIXED INCOME FUND
(EACH A PORTFOLIO OF THE NICHOLAS-APPLEGATE MUTUAL FUNDS)
600 WEST BROADWAY
SAN DIEGO, CALIFORNIA 92101
Dear Shareholder:
The Board of Trustees of the Nicholas-Applegate Mutual Funds (the "Trust")
is pleased to submit for your vote a proposal to transfer all of the assets of
each of the portfolios listed above (the "Fund" or "Funds") to
identically-managed series of Nicholas-Applegate Institutional Funds (the "New
Trust"), another investment company that will be advised by Nicholas-Applegate
Capital Management (the "Adviser"). Each of these New Trust portfolios (the
"Portfolio" or "Portfolios") will have precisely the same investment objectives
and policies as the Trust Funds which transfer assets into it.
Following the transfer, two investment companies will exist instead of one.
The Trust will be primarily for "retail" investors who purchase through brokers,
and the Portfolios of the New Trust will be primarily for institutional
investors such as yourselves. You will receive from the New Trust shares equal
in number and value to the shares you currently own. In short, following the
transfer, your investment will be exactly the same as it is now, except that you
will be invested in a Portfolio that is sold primarily to institutional
investors. Moreover, this transfer will be tax-free to you. Following the
transfer, the Trust will terminate and dissolve the Funds.
The Board of Trustees believes the reorganization is in the best interests
of the shareholders. Your vote is critical to its success. A Fund will effect
the transfer only if approved by a majority of its outstanding shares voted in
person or represented by proxy. We hope you will participate by casting your
vote in person, or by proxy if you are unable to attend the meeting.
Thank you for your prompt attention and participation. If you have any
questions, please feel free to call us at 1-800-551-8045.
Sincerely,
[SIGNATURE]
Arthur E. Nicholas
Chairman of the Board
<PAGE>
NICHOLAS-APPLEGATE MUTUAL FUNDS
600 WEST BROADWAY
SAN DIEGO, CALIFORNIA 92101
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 1999
A Special Meeting of Shareholders of the Mini-Cap Growth Fund, the Global
Blue Chip Fund, Global Technology Fund, the Global Growth & Income Fund, the
Greater China Fund, the Pacific Rim Fund, the Latin America Fund, and the Short
Intermediate Fixed Income Fund of the Nicholas-Applegate Mutual Funds (the
"Trust") will be held at 9:00 am (PST) on Friday, May 7, 1999 at the offices of
the Trust, 600 West Broadway, San Diego, California 92101 for the following
purposes:
1. To approve an Agreement and Plan of Reorganization (the
"Reorganization") providing for the reorganization of the Funds from
separate series of one Delaware business trust to another (to be voted on
separately by each Fund).
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record of the Trust at the close of business on February 18,
1999, will be entitled to notice of and to vote at the Special Meeting or any
adjournment thereof. Each shareholder is requested to sign, date and return the
enclosed proxy card(s) without delay, even if such shareholder now plans to
attend the Special Meeting. A postage-paid envelope is enclosed for this
purpose. Any shareholder present at the Special Meeting may vote personally on
all matters brought before the Special Meeting and in that event such
shareholder's proxy will not be used.
By Order of the Board of Trustees
[E. BLAKE MOORE, JR.]
E. Blake Moore, Jr.
Secretary
Dated: March 8, 1999
<PAGE>
VOTING INFORMATION
The Trust is furnishing this Proxy Statement in connection with the
solicitation of proxies for use at a Special Meeting of Shareholders (the
"Special Meeting") to be held on May 7, 1999 and at any adjournment thereof. The
proxy confers discretionary authority on the persons designated therein to vote
on other business not currently contemplated which may properly come before the
Special Meeting. A proxy, if not revoked, will be voted in favor of the
Reorganization. A shareholder may revoke a proxy at anytime prior to use by
revoking the proxy with the Secretary of the Trust, by submitting a proxy
bearing a later date, or by attending and voting at the Special Meeting. These
proxy materials are being mailed on or about March 8, 1999.
In addition to solicitations by mail, proxies may be solicited by officers
and regular employees of the Adviser by personal interview, by telephone or by
facsimile. The Adviser has retained D.F. King & Co. and Automated Data
Processing to solicit shareholders and tabulate their votes on behalf of the
Fund. The Adviser will bear the cost of solicitation of proxies, including the
cost of printing, preparing, assembling, and mailing the Notices of Meeting,
Proxy Statement and form of Proxy.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on February 18, 1999,
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Special Meeting and any adjournment thereof. As of the
record date, the Funds had the following shares outstanding:
<TABLE>
<CAPTION>
NAME OF FUND SHARES OUTSTANDING
- ------------------------------------------------------ ------------------
<S> <C>
Mini Cap Growth....................................... 3,459,827.688
Global Blue Chip...................................... 511,239.991
Global Growth & Income................................ 367,459.062
Global Technology..................................... 275,978.480
Pacific Rim........................................... 98,187.473
Greater China......................................... 87,080.567
Latin America......................................... 99,532.888
Short Intermediate.................................... 1,458,281.473
</TABLE>
On the record date, the following shareholders owned of record more than 5%
of the outstanding shares of a Fund:
<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER NAME FUND SHARES OWNED FUND
- --------------------------------------------- ----------------------------- ---------------- -----------------
<S> <C> <C> <C>
Wake Forest University....................... Mini Cap Growth 1,156,970.3430 33.62%
Charles Schwab & Co. Inc..................... Mini Cap Growth 488,629.6500 14.20%
Northern Trust Co. Custodian FBO Ford Family
Foundation................................... Mini Cap Growth 445,070.5800 12.93%
Pension Fund Trust Trustee Fiducie Bombardier
Trust........................................ Mini Cap Growth 356,696.1160 10.37%
The Lynde & Harry Bradley Foundation Non
Profit Private Foundation.................... Mini Cap Growth 258,822.9330 7.51%
Arthur E. Nicholas........................... Global Blue Chip 201,822.5910 39.57%
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
SHAREHOLDER NAME FUND SHARES OWNED FUND
- --------------------------------------------- ----------------------------- ---------------- -----------------
<S> <C> <C> <C>
Sherryl A. Nicholas Trustee Sherryl A.
Nicholas Revocable Trust..................... Global Blue Chip 95,172.0120 18.66%
CNA Trust Corporation Trustee FBO
Nicholas-Applegate 401(k) Plan............... Global Blue Chip 64,440.0290 12.63%
Arthur E. Nicholas........................... Global Growth & Income 252.639.4950 69.32%
Sherryl A. Nicholas Trustee Sherryl A.
Nicholas Revocable Trust..................... Global Growth & Income 64,986.9870 17.83%
State Street Bank & Trust Company D/F The IRA
Rollover of Robertson Schaefer............... Global Growth & Income 19,855.7350 5.45%
Arthur E. Nicholas........................... Global Technology 80,000.0000 28.94%
Pension Fund Trust Trustee Fiducie Bombardier
Trust........................................ Global Technology 41,410.5540 14.98%
State Street Bank & Trust Company C/F The IRA
of Richard E. McCaman........................ Global Technology 20,846.8780 7.54%
Leslie G. McCraw Jr. Mary Brown McCraw
Trustees L&M McCraw Living Trust............. Global Technology 15,030.2850 5.44%
Arthur E. Nicholas........................... Pacfic Rim 80,000.0000 84.94%
CNA Trust Corporation Trustee FBO
Nicholas-Applegate 401(k) Plan............... Pacific Rim 5,165.9050 5.48%
State Street Bank & Trust Company D/F The IRA
Rollover of Robertson Schaefer............... Pacific Rim 4,901.1710 5.20%
Arthur E. Nicholas........................... Greater China 83,310.7910 95.67%
Indiana State Council of Carpenters Health &
Welfare Fund................................. Short Intermediate 711,774.0100 53.08%
Community Hospital Foundation................ Short Intermediate 349,673.8360 26.08%
LaClede Salaried Employee Pension Plan FBO
Bankers Trust Company........................ Short Intermedate 260,256.2870 19.41%
Arthur E. Nicholas........................... Latin America 81,361.3260 81.74%
CNA Trust Corporation Trustee for
Nicholas-Applegate Pension Plan.............. Latin America 7,664.6440 7.70%
CNA Trust Corporation Trustee FBO
Nicholas-Applegate 401(k) Plan............... Latin America 6,161.6340 6.19%
</TABLE>
2
<PAGE>
Approval of the Reorganization by a Fund requires the affirmative vote of
the lesser of (i) 67% of the shares of a Fund present at the Special Meeting, if
the holders of more than 50% of the outstanding shares are present or
represented by proxy, or (ii) a majority of the outstanding shares of a Fund. If
the shareholders of one Fund do not approve the proposed Reorganization, or if
the Reorganization is not completed for any other reason, then that Fund will
continue its current form of operation until the Board of Trustees determines
what further action, if any, to recommend to the shareholders.
The presence in person or by proxy of more than one-third of the outstanding
shares of beneficial interest of a Fund entitled to vote at the Special Meeting
will constitute a quorum for that Fund. For purposes of determining the presence
of a quorum, shares represented by abstentions and "broker non-votes" will be
counted as present, but not as votes cast, at the Special Meeting. If a quorum
is not present at the Special Meeting, sufficient votes in favor of the proposal
set forth in the Notice of Meeting are not received by the time scheduled for
the Special Meeting, or the holders of shares present in person or by proxy
determine to adjourn the Special Meeting for any reason, the shareholders
present in person or by proxy may adjourn the Special Meeting from time to time,
without notice other than announcement at the Special Meeting or any adjournment
thereof. Any adjournment will require the affirmative vote of shareholders
holding a majority of the shares present in person or by proxy at the Special
Meeting. The persons named in this Proxy Statement will vote in favor of
adjournment those shares which they represent if adjournment is necessary to
obtain a quorum or to obtain a favorable vote on any proposal, or for any other
reason they determine is appropriate. Business may be conducted once a quorum is
present and may continue until adjournment of the Special Meeting
notwithstanding the withdrawal or temporary absence of sufficient shares to
reduce the number present to less than a quorum.
Each shareholder is entitled to one vote for each full share and a
fractional vote for each fractional share outstanding on the books of the Trust
in the name of the shareholder or his or her nominee on the record date. If a
shareholder specifies how to vote on a proposal, it will be voted accordingly.
If the shareholder gives no direction, the proxy will be voted FOR the proposal
described in this Proxy Statement.
PROPOSAL 1. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION OF
THE PORTFOLIOS FROM SEPARATE SERIES OF ONE DELAWARE BUSINESS TRUST TO ANOTHER
The Board of Trustees has approved the Agreement and Plan of Reorganization
in the form attached to this Proxy Statement as Exhibit A. The Reorganization
calls for a reorganization of each of the Funds from separate series of the
Trust, a Delaware business trust, to a separate series of the New Trust, also a
Delaware business trust. A vote for the Reorganization is a vote to approve the
investment advisory agreement.
The New Trust is not materially different from the current Trust. The
investment objectives, policies, and restrictions relevant to each Fund will not
change. Each Portfolio of the New Trust, which has not yet commenced operations,
will have investment objectives, policies and limitations identical to those of
the corresponding Fund. Since both the New Trust and the Trust are Delaware
business trusts, organized under substantially similar trust instruments, the
rights of the security holders of the New Trust under Delaware law and the
governing documents are expected to remain unchanged after the Reorganization.
Both the New Trust and the Trust are authorized to issue an unlimited number of
shares of beneficial interest, and each trust instrument permits the Board of
Trustees to create one or more additional portfolios and classes of shares. The
New Trust's fiscal year will be the same as that of the Trust, although the
Trustees may change the fiscal year at their discretion in the future.
The Adviser will serve as investment adviser to the New Trust. The Adviser
currently manages about $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.
The Funds and each Portfolio of the corresponding Portfolios of the New
Trust are and will be exclusively managed for, and distributed to, sophisticated
institutional investors and retirement plans. The Adviser will be responsible
for the investment management of each Portfolio of the New Trust, subject to the
supervision of the Board of Trustees, under an investment advisory agreement
identical to the agreement currently in effect between the Trust and the
Adviser, a copy of which is attached to this Proxy
3
<PAGE>
Statement as Exhibit B. The New Trust's investment advisory agreement will take
effect on the day following the date on which the Reorganization is consummated
(the "Closing Date") or such later date as may be appropriate and will continue
for a period of two years and thereafter from year to year as long as its
continuance is approved at least annually (i) by the vote of the majority of the
Trustees who are not "interested persons" of the Trust, cast in person at a
meeting called for that purpose, and (ii) by the vote of a majority of the
Trustees.
The stated investment advisory fees payable by the New Trust to the Adviser
shall be paid monthly and computed at the following annual rate: Mini Cap and
Latin America - 1.25%; Global Blue Chip - .80%; Global Technology, Pacific Rim,
Greater China - 1.00%; Global Growth & Income - .85%; Short Intermediate - .30%.
The Trust will also reimburse the Adviser for its out of pocket costs in
providing certain administrative personnel to manage the business affairs of the
Trust. The Adviser will continue to defer its management fees and to absorb
other operating expenses of the different Portfolios of the New Trust, subject
to future reimbursement, so that the expenses will not exceed the current
expenses of the Funds.
The Adviser will waive its fees and absorb other operating costs, subject to
future recovery, if annual expense ratios for the annual period ending March 31,
2000, exceed the following: Global Blue Chip-- 1.20%; Global Technology, Pacific
Rim and Greater China - 1.40%; Global Growth & Income - 1.35%; Mini Cap - 1.56%;
Latin America - 1.65%; Short Intermediate - .35%. Since the inception of each
Fund through February 18, 1999, the Adviser has waived fees or reimbursed
expenses for each Fund as follows: Global Blue Chip - $125,451; Global
Technology - $60,875; Pacific Rim - $90,045; Greater China - $88,199; Global
Growth & Income - $148,598; Mini Cap - $463,199; Latin America - $97,040; Short
Intermediate - $462,202. Pursuant to the Plan of Reorganization, these amounts
will be transferred as contingent obligations to each corresponding Portfolio of
the New Trust which the Adviser may recover in the future to the extent total
operating expenses of a Portfolio fall during a fiscal year below the above
stated expense limitations. To the extent these are not recovered by March 31,
2003, the Adviser will be relinquishing any future right to recover these
waivers and/or reimbursements.
The composition of the New Trust's Board of Trustees will be different from
the composition of the Trust's Board of Trustees. The Trust's Board is composed
of nine members, eight of whom are not interested, or independent, trustees. The
New Trust Board will initially be composed of four members, three of whom
currently serve as independent members of the Trust's Board of Trustees.
4
<PAGE>
The following table indicates each Trustee's name, position with the New
Trust, age, principal occupation during the past five years, other directorships
held in public companies and the number of shares of the Fund beneficially owned
at the record date.
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY
AND % OF FUND
NAME, POSITION AND AGE PRINCIPAL OCCUPATION (1)
- -------------------------------- ---------------------------------------------------------------- --------------
<S> <C> <C>
WALTER E. AUCH.................. Director, Geotech Communications, Inc., a mobile radio
Trustee (76) communications company (since 1987), Fort Dearborn Fund (since
1987), Brinson Funds (since 1994) and Smith Barney Trak Fund
(since 1992), registered investment companies; Director, PIMCO
Advisors L.P., an investment manager (since 1994) 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,
Nicholas-Applegate Investment Trust (since 1993) and
Nicholas-Applegate Mutual Funds (since 1998) . Formerly Chairman
and Chief Executive Officer, Chicago Board of Options Exchange
(1979 to 1986) and Senior Executive Vice President and Member of
the Executive Committee, PaineWebber, Inc. (until 1979).
DARLENE DeREMER................. President and Founder, DeRemer and Associates, a marketing
Trustee (42) consultant for the financial service 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 Fund Group
(since 1993); Trustee, Nicholas-Applegate Investment Trust
(since 1993) and Nicholas-Applegate Mutual Funds (since 1998)
registered investment companies; Director, King's Wood
Montessori School (since 1995); Member of Advisory Board,
Financial Women's Association (since 1995).
GEORGE F. KEANE................. President Emeritus and Senior Investment Adviser, The Common
Trustee (68) 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), United
Educators Risk Retention Group (since 1989), RCB Trust Company
(since 1991) and School, College and University Underwriters
Ltd. (since 1986); Director, The Bramwell Funds, Inc. (since
1994) and Trustee, Nicholas-Applegate Investment Trust (since
1993), registered investment companies; Trustee, Fairfield
University (since 1993), Universal Stainless & Alloy Products,
Inc. (since 1994), Chairman of the Board, Trigen Energy
Corporation (since 1994).
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY
NAME, POSITION AND AGE PRINCIPAL OCCUPATION AND % OF FUND
- -------------------------------- ---------------------------------------------------------------- --------------
<S> <C> <C>
JOHN McDONNELL.................. Chief Operating Officer of the Adviser and Nicholas- Applegate
Trustee (47)* Securities (since August 1998); formerly Chief Financial
Officer, American Express Travel Related Services New York
(April 1978 - June 1998); Trustee, Nicholas Applegate
Institutional Funds (since 1999).
</TABLE>
- ------------------------
* Interested Person of the Trust
(1) Except as otherwise indicated, shares owned beneficially by each Trustee
constitute less than 1% of the outstanding shares of each Fund.
Each Trustee who is not an officer or affiliate of the New Trust will
receive the same compensation from the New Trust as he did from the Trust: an
annual fee of $14,000 for services rendered as an independent trustee, and
$1,000 for each meeting attended ($2,000 per committee meeting for committee
chairmen). The New Trust will also reimburse the Trustees 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, 1998, and the aggregate compensation paid to
such Trustee for service in the Nicholas-Applegate "Trust complex:"
<TABLE>
<CAPTION>
PENSION OR
AGGREGATE RETIREMENT ESTIMATED
COMPENSATION BENEFITS ACCRUED BENEFITS TOTAL PAID
FROM THE AS PART OF TRUST UPON FROM TRUST
NAME TRUST EXPENSES RETIREMENT COMPLEX
- ---------------------------------- ------------- ------------------ ---------- -------------
<S> <C> <C> <C> <C>
Walter E. Auch.................... $ 20,000 None N/A $ 20,000 (17)*
Darlene DeRemer................... $ 18,000 None N/A $ 18,000 (17)*
George F. Keane................... $ 20,000 None N/A $ 20,000 (17)*
</TABLE>
- ------------------------
* Indicates number of funds in the Trust complex.
6
<PAGE>
REASON FOR THE PROPOSED REORGANIZATION. The Funds, which are offered by
Nicholas-Applegate Securities primarily to sophisticated institutional
investors, are presently organized as portfolios of the Trust. The Trust offers
other series with multiple classes of shares, most of which are sold to
individual investors through financial intermediaries. The Board of Trustees
unanimously recommends conversion of the Funds to corresponding Portfolios of
the New Trust which will succeed to the business of the Funds. Moving the Funds
from the Trust to the New Trust will allow the Adviser and Nicholas-Applegate
Securities to manage and distribute shares of an investment company primarily
for the benefit of institutional investors.
The proposal to present the Reorganization to shareholders was approved by
the Board of Trustees of the Trust, including all of the Trustees who are not
interested persons of the Trust, on February 19, 1999. The Board of Trustees
recommends that shareholders of each Funds vote FOR the approval of the
Reorganization as described below.
SUMMARY OF THE REORGANIZATION. The following discussion summarizes the
important terms of the Reorganization. This summary is qualified in its entirety
by reference to the Agreement and Plan of Reorganization itself, which is
attached as Exhibit A to this Proxy Statement.
On the Closing Date, each Fund will transfer all of its assets to a
corresponding Portfolio of the New Trust in exchange for the assumption by that
Portfolio of all of the liabilities of the Fund and the issuance of shares of
beneficial interest of the Portfolio ("New Trust Series Shares") equal to the
number of Fund shares outstanding on the Closing Date. Immediately thereafter,
each Fund will distribute one New Trust Series Share of the applicable series
for each Fund share held by its respective shareholders on the Closing Date, to
each Fund shareholder. Immediately after this distribution of New Trust Series
Shares, each Fund will be terminated and, as soon as practicable thereafter,
liquidated. Upon completion of the Reorganization, each Trust shareholder will
be the owner of full and fractional New Trust Series Shares equal in number,
denomination, and aggregate net asset value to his or her Fund shares.
The Reorganization authorizes the Trust, as the then sole initial
shareholder of each Portfolio of the New Trust, to, on behalf of the relevant
Portfolio, (i) elect Trustees of the New Trust to hold office until their
successors are elected, and (ii) approve an investment advisory agreement
between the New Trust and the Adviser, to take effect on the day following the
Closing Date or such later date as may be appropriate.
The obligations of the New Trust and the Trust under the Reorganization are
subject to various conditions as stated therein. Notwithstanding the approval of
the Reorganization by the shareholders of a Fund, the Board of Trustees of the
Trust may terminate or amend the Plan of Reorganization to provide against any
unforeseen events and either the New Trust or the Trust may at any time waive
compliance with any of the covenants and conditions contained in, or may amend,
the Reorganization, provided that any such amendment or waiver does not
materially adversely affect the interest of the shareholders.
TAX CONSEQUENCES OF THE REORGANIZATION. As a condition of closing, the Fund
and the Trust will receive an opinion from Paul, Hastings, Janofsky and Walker
LLP that the Reorganization will constitute a tax-free reorganization within the
meaning of the Internal Revenue Code of 1986. Accordingly, no gain or loss will
be recognized for federal income tax purposes by the Fund, the Portfolios, the
Trust or the Fund's shareholders by the consummation of the Reorganization.
OTHER MATTERS
At the time of the preparation of the Proxy Statement, management knows of
no other matters that may properly be, or which are likely to be, brought before
the Special Meeting. However, if any other business shall properly come before
the Special Meeting, the persons named in the proxy intend to vote thereon in
accordance with their best judgment.
So far as management is presently aware, there is no litigation pending or
threatened against the Trust.
7
<PAGE>
The Trust will furnish to you upon request, without charge, a copy of the
annual report for the Trust's most recent fiscal year and a copy of the Trust's
semi-annual report for any subsequent semi-annual period. Please direct requests
by calling 1-800-551-8045 or by writing the Trust at 600 West Broadway, 30th
Floor, San Diego, California 92101.
NEXT MEETING OF SHAREHOLDERS
The Trust is not required to hold annual or other periodic meetings of
shareholders except as required by the Investment Company Act of 1940 (the "1940
Act"), and does not intend to do so. The next meeting of shareholders will be
held at such time as the Board of Trustees may determine or at such time as may
be legally required. Any shareholder proposal intended to be presented at such
meeting must be received by the Trust at its office a reasonable time prior to
the meeting, as determined by the Board of Trustees, to be included in the
Trust's proxy statement and form of proxy relating to such meeting, and must
satisfy all other federal and state legal requirements.
PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
8
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Plan") is made as of this
22nd day of February, 1999, by and between Nicholas-Applegate Institutional
Funds (the "New Trust") on behalf of the NAME OF PORTFOLIO (the "Acquiring
Fund") and the Nicholas-Applegate Mutual Funds (the "Trust"), on behalf of the
NAME OF FUND (the "Acquired Fund").
BACKGROUND
WHEREAS, the Acquired Fund and the Acquiring Fund are registered open-end
management investment companies with identical investment objectives, policies
and risks;
WHEREAS, both the Acquired Fund and the Acquiring Fund are authorized to
issue shares of common stock;
WHEREAS, the Boards of Trustees of each of the New Trust and the Trust,
including in each case a majority of the Trustees who are not "interested
persons" as defined in the Investment Company Act of 1940, as amended (the "1940
Act") have determined that the Plan is in the best interests of the respective
shareholders of the Acquired Fund and the Acquiring Fund and that their
interests would not be diluted as a result of the transactions;
WHEREAS, for Federal income tax purposes, it is intended that the Plan will
qualify as a reorganization within the meaning of Section 368(a)(1)(f) of the
United States Internal Revenue Code of 1986, as amended.
AGREEMENT
In consideration of the representations, warranties, covenants and
agreements contained in this Agreement, the parties agree as follows:
ARTICLE I
THE PLAN
SECTION 1.1 CREATION OF ACQUIRED FUNDS. Prior to the "Closing Date", as
defined in Section 5.1, the Board of Trustees of the New Trust shall create the
Acquiring Fund with identical investment objectives, policies and risks to those
of the Acquired Fund.
SECTION 1.2 THE MERGER. Upon the terms and conditions set forth in this
Agreement, and in accordance with the Delaware Business Trust Act and the laws
of the State of Delaware, and the 1940 Act, the Acquired Fund shall transfer its
assets into the Acquiring Fund on the Closing Date. Following the transfer, the
Acquired Fund shall cease to exist and the Acquiring Fund shall be the surviving
entity and shall succeed to and assume all the rights and obligations of the
Acquired Fund.
ARTICLE II
TRANSFER OF ASSETS AND LIABILITIES OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN
EXCHANGE FOR SHARES OF THE ACQUIRING FUND
SECTION 2.1 TRANSFER OF ASSETS/LIABILITIES. Subject to the terms and
conditions set forth herein, the Acquired Fund agrees to transfer its assets,
subject to its liabilities, to the Acquiring Fund, and the Acquiring Fund agrees
to issue to the Acquired Fund in exchange the number of its shares ("Shares")
which are equal to the number of shares of the Acquired Fund outstanding as of
the Closing Date.
(a) ASSETS. The assets of each of the Acquired Fund to be transferred
to the Acquiring Fund shall include, without limitation, all cash, cash
equivalents, securities, receivables, (including interest or dividend
receivables) and other property owned by each Portfolio and any other
deferred or prepaid expenses shown as an asset on the books of the Acquired
Fund as of the "Closing Date".
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(b) LIABILITIES. The Acquiring Fund will assume from the Acquired Fund
all debts, liabilities, obligations and duties of the Acquired Fund of
whatever kind or nature, whether absolute, accrued, contingent or otherwise,
whether or not arising in the ordinary course of business, whether or not
determinable as of the "Closing Date" and whether or not specifically
referred to in this Plan; provided, however, the parties understand and
agree that the Acquired Fund will use its best efforts to discharge all of
its known debts, liabilities, obligations, and duties prior to the Closing
Date.
SECTION 2.2 INITIAL SHAREHOLDER AUTHORIZATIONS. Immediately upon delivery
to the Acquired Fund of the Shares of the Acquiring Fund, the individual
Trustees of the Trust or any officer duly authorized by them, on the Trust's
behalf as the then sole shareholder of the Acquiring Fund, shall (1) approve the
investment advisory agreement between the Acquiring Fund and Nicholas-Applegate
Capital Management substantially identical to the existing advisory agreement
between the Fund and Nicholas-Applegate Capital Management, to take effect the
day following the Closing Date, and (2) elect Walter Auch, Darlene DeRemer,
George Keane, and John McDonnell as Trustees of the New Trust to hold office
until their successors are elected.
ARTICLE III
DISTRIBUTION OF SHARES
SECTION 3.1 LIQUIDATION. The Acquired Fund will liquidate and distribute
pro rata to its shareholders of record, determined as of the Closing Date, the
Shares received by it in exchange for each shareholder's interest evidenced by
such shareholder's shares of beneficial interest in the Acquired Fund. For
purposes of computing the number of Shares to be issued to each shareholder of
the Acquired Fund, the number of shares to be distributed shall be equal to the
number of shares owned by each shareholder on the Closing Date.
SECTION 3.2 REGISTRATION OF SHARES. The Acquired Fund will accomplish the
liquidation and distribution by opening accounts on the books of the Acquiring
Fund in the names of its shareholders and transferring the Shares credited to
the account of each on the books of the Acquiring Fund. Each account opened
shall represent the respective pro rata number of Shares due each Acquired Fund
shareholder.
SECTION 3.3 ISSUANCE OF SHARE CERTIFICATES. The Acquiring Fund will not
issue certificates representing redesignated shares unless requested to do so by
the holder thereof.
SECTION 3.4 RIGHTS AND PRIVILEGES. From and after the Closing Date, the
rights and privileges of the Shares shall be determined under the provisions of
Delaware law, the New Trust's Declaration of Trust and by-laws.
SECTION 3.5 TRANSFER TAX. Any transfer taxes payable upon the issuance of
Shares in a name other than the registered holder of the shares on the books of
the Acquired Fund shall be paid by the person to whom such shares are to be
issued as a condition of such transfer.
SECTION IV
VALUATION
SECTION 4.1 TIME AND DATE OF VALUATION. The valuation of Acquired Fund's
assets and liabilities to be acquired by the Acquiring Fund shall be computed as
of 4:00 p.m. (Eastern time) on the Closing Date (the "Valuation Date"), using
the valuation procedures set forth in the Acquired Fund's then-current
Prospectus and Statement of Additional Information.
SECTION 4.2 VALUATION PROCEDURE. All computations of value shall be made
by the Trust in accordance with regular practice of the Acquired Fund.
SECTION 4.3 DELAY OF VALUATION. If on the Valuation Date (a) the primary
trading market for portfolio securities shall be closed to trading or trading
thereon shall be restricted; or (b) trading or the
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<PAGE>
reporting of trading shall be disrupted so that an accurate appraisal of the
value of the net assets of the Acquired Fund is impracticable, the Closing Date
shall be postponed until the first business day after the day when trading shall
have been fully resumed and reporting shall have been restored.
ARTICLE V
CLOSING AND CLOSING DATE
SECTION 5.1 CLOSING TIME AND PLACE. The Closing Date shall be May 7, 1999,
or such later date as the parties may mutually agree. All acts taking place at
the Closing Date shall be deemed to be taking place simultaneously as of the
close of business on the Closing Date, unless otherwise provided. The Closing
shall be held at 4:30 p.m. (Eastern time), at the offices of Nicholas Applegate
Capital Management, 600 West Broadway, San Diego, California 92101, or such
other time and/or place as the parties may mutually agree.
SECTION 5.2 DELIVERY OF SHAREHOLDER RECORDS. State Street Bank & Trust
Company, as transfer agent for the Acquired Fund, shall deliver on the Closing
Date a certificate of an authorized officer stating that its records contain the
names and addresses of the shareholders and the number and percentage ownership
of outstanding shares owned by each such shareholder immediately prior to the
Closing.
SECTION 5.3 DELIVERY OF THE CONFIRMATIONS. The Acquiring Fund shall issue
and deliver a confirmation evidencing the Shares to be credited on the Closing
Date to the Secretary of the Acquired Fund, or provide evidence satisfactory
that the Shares have been credited to the Acquired Fund's accounts on the books
of the Acquiring Fund.
SECTION 5.4 DELIVERY OF THE ASSETS. PNC Bank, as custodian for the
Acquired Fund, shall deliver at the Closing a certificate of an authorized
officer stating that: (a) its portfolio securities, cash and other assets shall
have been delivered in proper form to the Acquiring Fund on the Closing Date;
and (b) all necessary taxes, including all applicable federal and state stock
transfer stamps, if any, shall have been paid, or provision for payment shall
have been made, in connection with the delivery of portfolio securities.
ARTICLE VI
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES
SECTION 6.1 CONDITIONS TO A PARTY'S OBLIGATIONS TO EFFECT THE PLAN. The
respective obligations of a portfolio of the Acquiring Fund and the Acquired
Fund to effect the Plan is subject to the satisfaction or waiver on or prior to
the Closing Date of the following conditions:
(a) SHAREHOLDER APPROVAL. The Plan and transactions contemplated
herein shall have been approved by the requisite vote of the holders of the
outstanding shares of the Acquired Fund in accordance with the provisions of
the Trust's Declaration of Trust and the provisions of the 1940 Act.
(b) NO INJUNCTIONS OR RESTRAINTS. On the Closing Date, no action, suit
or other proceeding shall be pending before any court or government agency
in which it is sought to restrain or prohibit or obtain damages or other
relief in connection with this Plan or the transactions contemplated hereby.
(c) CONSENTS. All consents of other parties and all other consents,
orders and permits of Federal, state and local regulatory authorities deemed
necessary by the Acquiring Fund or the Acquired Fund to permit consummation,
in all material respects, of the transactions contemplated shall have been
obtained, except where failure to obtain any such consent, order or permit
would not involve a risk of a material adverse effect on the assets or
properties of the Acquiring Fund or the Acquired Fund; provided that either
party may for itself waive any of such conditions.
(d) EFFECTIVE REGISTRATION STATEMENT. The Registration Statement of
the Acquiring Fund shall have become effective and no stop orders suspending
the effectiveness thereof shall have been issued
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and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated.
(e) TAX OPINIONS. The Acquired Fund shall have received an opinion of
Paul, Hastings, Janofsky & Walker LLP substantially to the effect that for
Federal income tax purposes:
(i) The transfer of substantially all of the Acquired Fund's assets to
the Acquiring Fund in exchange for Shares, and the distribution of
Shares to the Acquired Fund shareholders in liquidation of the
Acquired Fund, will constitute a "reorganization" (the
"Reorganization") within the meaning of Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended;
(ii) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund solely in exchange for
Shares;
(iii) No gain or loss will be recognized by the Acquired Fund upon the
transfer of its assets to the Acquiring Fund in exchange for Shares
or upon the distribution of Shares to the Acquired Fund's
shareholders in exchange for their shares;
(iv) No gain or loss will be recognized by the Acquired Fund's
shareholders upon exchange of their Acquired Fund shares for
Shares;
(v) The tax basis of each of the Acquired Fund's assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets of
the Acquired Fund immediately prior to the Reorganization;
(vi) The tax basis of Shares received by each Acquired Fund shareholder
pursuant to the Reorganization will be the same as the tax basis of
the Acquired Fund shares held by such shareholder immediately prior
to the Reorganization;
(vii) The holding period of the assets of the Acquired Funds in the hands
of the Acquiring Fund will include the period during which those
assets were held by the Acquired Fund; and
(viii) The holding period of the Shares to be received by each Acquired
Fund shareholder will include the period during which the Acquired
Fund shares exchanged therefor were held by such shareholder.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
SECTION 7.1 REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUND. The
Acquired Fund represents and warrants as follows:
(a) STRUCTURE AND STANDING. It is a Fund of the Trust. The Trust is a
business trust duly organized, validly existing and in good standing under
the laws of the State of Delaware and has the power to own all of its
properties and assets and to carry out this Agreement.
(b) POWER. It has full power and authority to enter into and perform
its obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary
action of the Acquired Fund's Board of Trustees, and this Agreement
constitutes a valid and binding contract enforceable in accordance with its
terms, subject to the effects of bankruptcy, moratorium, fraudulent
conveyance and similar laws relating to or affecting creditors' rights
generally and court decisions with respect thereto.
(c) RIC STATUS. For each fiscal year of its operations, the Acquired
Fund has met the requirements of Subchapter M of the Internal Revenue Code
unless exempt from such requirements.
(d) LITIGATION. No litigation or administrative proceeding or
investigation of or before any court or governmental body is currently
pending against it or, to the best of its knowledge, none is
12
<PAGE>
threatened against it or any of its properties or assets, which, if
adversely determined, would materially and adversely affect its financial
condition or the conduct of its business. It knows of no facts which might
form the basis for the institution of such proceedings, and is not a party
to or subject to the provisions of any order, decree or judgment of any
court or governmental body which materially and adversely affects its
business or its ability to consummate the transactions herein contemplated.
(e) FINANCIAL STATEMENTS. Its Statement of Assets and Liabilities and
the Annual Report to Shareholders have been audited by Ernst & Young, LLP,
independent auditors, and together with the Semi Annual Report to
Shareholders, have been prepared in accordance with generally accepted
accounting principles, consistently applied, and such statements (copies of
which have been furnished to the Acquiring Fund) fairly reflect its
financial condition as of such date.
(f) ABSENCE OF CERTAIN CHANGES OR EVENTS. Since March 31, 1998, there
has not been any material adverse change in its financial condition, assets,
liabilities or business other than changes occurring in the ordinary course
of business, or any incurrence of indebtedness maturing more than one year
from the date of such indebtedness was incurred, except as otherwise
disclosed and accepted by the Acquiring Fund.
(g) TAXES. At the Closing Date, it has filed, or has obtained
extensions to file, all Federal, state and local tax returns which are
required to be filed by it, and has paid or has obtained extensions to pay,
all Federal, state and local taxes shown on said returns to be due and owing
and all assessments received by it, up to and including the taxable year in
which the Closing Date occurs. All tax liabilities have been adequately
provided for on its books, and no tax deficiency or liability has been
asserted and no question with respect thereto has been raised by the
Internal Revenue Service or by any state or local tax authority for taxes in
excess of those already paid, up to and including the taxable year in which
the Closing Date occurs.
(h) SEC DOCUMENTS. The Proxy Statement insofar as it relates to it (i)
complies in all material respects with the provisions of the Securities
Exchange Act of 1934 and the 1940 Act, and (ii) does not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein misleading.
(i) CONTRACTS. There are no material contracts outstanding to which it
is a party that have not been disclosed in the Proxy Statement or will not
otherwise be disclosed to the Acquiring Fund prior to the Closing Date.
(j) LIABILITIES. It has no known liabilities of a material amount,
contingent or otherwise, other than those shown on its Statement of Assets
and Liabilities, those shown in the footnotes to its Annual and Semi Annual
Reports to Shareholders, those incurred in the ordinary course of its
business as an investment company since September 30, 1998, and those
incurred in connection with the Plan.
(k) CAPITAL STRUCTURE. All of its issued and outstanding shares are,
and on the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable. All of its issued and outstanding shares
will, at the time of the Closing, be held by persons and the amounts set
forth in the records of the transfer agent.
7.2 REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND. The Acquiring
Fund represents as follows:
(a) STRUCTURE AND STANDING. It is a business trust duly organized,
validly existing and in good standing under the laws of the State of
Delaware and has the power to own all of its properties and to carry out
this Agreement.
(b) POWER. It has full power and authority to enter into and perform
its obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary
action of the Fund's Board of Trustees, and this Agreement constitutes a
valid and
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<PAGE>
binding contract enforceable in accordance with its terms, subject to the
effects of bankruptcy, moratorium, fraudulent conveyance and similar laws
relating to or affecting creditors' rights generally and court decisions
with respect thereto.
(c) LITIGATION. No litigation or administrative proceeding or
investigation of or before any court or governmental body is currently
pending against it, or, to the best of its knowledge, none is threatened
against it or any of its properties or assets, which, if adversely
determined, would materially and adversely affect its financial condition or
the conduct of its business. It knows of no facts which might form the basis
for the institution of such proceedings, and is not a party to or subject to
the provisions of any order, decree or judgment of any court or governmental
body which materially and adversely affects its business or its ability to
consummate the transactions herein contemplated.
(d) SEC DOCUMENTS. The Proxy Statement (i) complies in all material
respects with the provisions of the Securities Exchange Act of 1934 and the
1940 Act, and (ii) as it relates to the Acquiring Fund does not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
misleading. Its current prospectus and statement of additional information
of the conform in all material respects to the applicable requirements of
the Securities Act of 1933 and the 1940 Act and do not include any untrue
statement of material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, misleading.
(e) CONTRACTS. There are no material contracts outstanding to which it
is a party that have not been disclosed in the Proxy Statement or will not
otherwise be disclosed to the Acquired Fund prior to the Closing Date.
(f) CAPITAL STRUCTURE. All of its issued and outstanding shares are,
and on the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable.
ARTICLE VIII
COVENANTS
SECTION 8.1 COVENANTS RELATING TO THE CONDUCT OF BUSINESS. During the
period from the date of this Agreement and continuing until the earlier of the
termination of this Agreement or the Closing Date, the Acquired Fund will
operate its business in the ordinary course and shall use reasonable efforts to
preserve intact its current business, and keep available the services of its
current officers and employees and preserve its relationships with shareholders,
suppliers and others having a business relationship.
SECTION 8.2 Additional Covenants.
(a) PREPARATION OF THE PROXY STATEMENT. As soon as reasonably
practicable after the execution of this Agreement, the Acquired Fund will
prepare and file the Proxy Statement with the United States Securities and
Exchange Commission in form and substance satisfactory to both parties.
(b) SHAREHOLDERS MEETING. As soon as practicable the Acquired Fund
will call a special meeting of the shareholders for the purpose of
considering the Plan.
SECTION 8.3 FEES AND EXPENSES. Whether or not the Plan is consummated, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated thereby shall be paid by the Adviser.
ARTICLE IX
TERMINATION, AMENDMENT AND WAIVER
SECTION 9.1 TERMINATION. This Agreement may be terminated by resolution of
the Board of Trustees of the Trust at any time prior to the Closing Date,
whether before or after approval by the shareholders of either party if:
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(a) circumstances develop that, in the opinion of the Board of Trustees,
make proceeding with this Plan inadvisable; or
(b) any approval of the shareholders of the Acquired Fund required for
the consummation of the Plan shall not have been obtained by reason of the
failure to obtain the required vote at a duly held meeting of the
shareholders or at any adjournment or postponement thereof; or
(c) any governmental body shall have issued an order, decree or ruling
having the effect of permanently enjoining, restraining or otherwise
prohibiting the consummation of the Plan.
SECTION 9.2 EFFECT OF THE TERMINATION. In the event of any such
termination, there shall be no liability for damage on the part of the Acquiring
Fund, the Acquired Fund, the Trustees of the Trust or the New Trust.
SECTION 9.3 AMENDMENT. This Agreement may be amended prior to the Closing
Date by the parties at any time before or after approval hereof by the
shareholders of either party; provided, however, that after such shareholder
approval there shall not be made any amendment that by law requires further
approval by the shareholders of either party without the further approval of
such shareholders.
SECTION 9.4 WAIVER. At any time prior to the Closing Date, any of the
terms or conditions of this Agreement may be waived by the Trustees of the Trust
and the New Trust if, in their judgment after consultation with legal counsel,
such action or waiver will not have a material adverse effect on the benefits
intended under this Agreement to the shareholders of the Acquired Fund.
SECTION 9.5 PROCEDURE FOR TERMINATION, AMENDMENT OR WAIVER. A termination,
amendment or waiver of this Agreement shall, in order to be effective, require
an affirmative vote by a majority of the Board of Trustees of both the Acquired
Fund and the Acquiring Fund.
SECTION 9.6 BUSINESS TRUST LIMITATIONS. The parties acknowledge that
pursuant to the declaration of trust of the Trust and the New Trust, no trustee
of either party is subject to any personal liability to the other party in
connection with the transactions contemplated by this Agreement, and each party
is required to look solely to the property of the other party for satisfaction
of claims of any nature arising in connection with this Agreement. Moreover, the
parties acknowledge that the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing hereunder with respect to an
Acquired Fund or an Acquiring Fund are enforceable against the assets and
property of such Fund only, and not against the assets and property of any other
series of a party.
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IN WITNESS WHEREOF, the Acquiring Fund and the Acquired Fund have each caused
this Agreement and Plan to be executed and attested on its behalf by its duly
authorized representative as of the date first above written.
<TABLE>
<S> <C>
The Acquired Fund on behalf of
(Name of Portfolios)
Attest:
By: /s/ E. Blake Moore, Jr.
-------------------------------------------
E. Blake Moore, Jr.
SECRETARY, NICHOLAS APPLEGATE MUTUAL FUNDS
- ----------------------------------------
The Acquiring Fund on behalf of
(Name of Portfolios)
Attest:
By: /s/ E. Blake Moore, Jr.
-------------------------------------------
E. Blake Moore, Jr.
SECRETARY, NICHOLAS APPLEGATE INSTITUTIONAL
FUNDS
- ----------------------------------------
</TABLE>
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<PAGE>
INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT is made as May _, 1999, between NICHOLAS-
APPLEGATE INSTITUTIONAL FUNDS, a Delaware business trust (the "Trust"), and
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT, a California limited partnership (the
"Investment Adviser").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act");
WHEREAS, the Trust intends to initially offer shares of nineteen series
(each a "Fund" and collectively the "Funds"); and
WHEREAS, the Trust desires to retain the Investment Adviser to furnish
investment advisory services to the Trust and each of its Funds;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT.
(a) The Trust hereby appoints the Investment Adviser to serve as investment
adviser to each of the Funds for the period and on the terms set forth in this
Agreement. The Investment Adviser accepts such appointment and agrees to furnish
the services herein set forth for the compensation herein provided.
(b) In the event that the Trust establishes one or more series other than
the Funds and desires to retain the Investment Adviser to serve as investment
adviser hereunder, it will notify the Investment Adviser in writing. If the
Investment Adviser is willing to render such services under this Agreement it
will so notify the Trust in writing, whereupon such series will become a "Fund"
(as defined hereunder) and will be subject to the provisions of this Agreement
to the same extent as the Funds except to the extent that such provisions
(including those relating to the compensation payable by the Fund to the
Investment Adviser) are modified with respect to such Fund in writing by the
Trust and the Adviser at the time.
2. SERVICES.
(a) Subject to the supervision of the Trust's Board of Trustees (the
"Board"), the Investment Adviser will provide a continuous investment program
for each of the Funds, including investment research and management with respect
to all securities and investments and cash equivalents in the Funds. The
Investment Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Trust with respect to
each Fund. The Investment Adviser will provide the services under this Agreement
in accordance with each Fund's investment objective, policies and restrictions
as stated in the Fund's prospectus and statement of additional information, as
currently in effect and as from time to time amended (collectively, the
"Prospectus"), and resolutions of the Board. The Investment Adviser further
agrees that it:
(b) Will conform with all applicable rules and regulations of the Securities
and Exchange Commission and will in addition conduct its activities under this
Agreement in accordance with other applicable law.
(c) Will place all orders for the purchase and sale of portfolio securities
for the account of each Fund with brokers or dealers selected by the Investment
Adviser. In executing portfolio transactions and selecting brokers or dealers,
the Investment Adviser will use its best efforts to seek on behalf of the Trust
and each Fund the best available price and execution. In assessing the best
overall terms available for any transaction, the Investment Adviser will
consider all factors it deems relevant, including the breadth of the market in
the security, the price of the security, the size of the order, the difficulty
and risk of execution, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis.
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In evaluating the best overall terms available, and in selecting the broker
or dealer to execute a particular transaction, the Investment Adviser may also
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to
any Fund and/or other accounts over which the Investment Adviser or any
affiliate of the Investment Adviser exercises investment discretion. The
Investment Adviser is authorized to pay to a broker or dealer who provides such
brokerage and research services a commission or spread for executing a portfolio
transaction for any Fund which is in excess of the amount of commission or
spread another broker or dealer would have charged for effecting that
transaction if, but only if, the Investment Adviser determines in good faith
that such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer viewed in terms of that
particular transaction or in terms of the overall responsibilities of the
Investment Adviser to the particular Fund and to the Trust. The Investment
Adviser may also select brokers who sell shares of the various series of
Nicholas-Applegate Mutual Funds to execute portfolio transactions. The extent
and continuation of these practices will be subject to periodic review by the
Board.
In executing portfolio transactions for any Fund, the Investment Adviser
may, but will not be obligated to, aggregate the securities to be sold or
purchased with those of other Funds and its other clients where such aggregation
is not inconsistent with the policies set forth in the Prospectus, to the extent
permitted by applicable laws and regulations. In such event, the Investment
Adviser will allocate the securities so purchased or sold, and the expenses
incurred in the transaction, in the manner it considers to be the most equitable
and consistent with its fiduciary obligations to the Funds and such other
clients.
(d) Will maintain all books and records with respect to the securities
transactions of the Funds, keep books of account with respect to the Funds and
furnish the Board with such periodic and special reports as the Board may
request.
(e) Will treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and shareholders of the
Trust ("Investors") or those persons or entities who respond to inquiries
concerning investment in the Trust, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder or under any other agreement with the Trust except after prior
notification to and approval in writing by the Trust, which approval will not be
unreasonably withheld and may not be withheld where the Investment Adviser may
be exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Trust. Nothing contained herein, however, will prohibit the
Investment Adviser from advertising to or soliciting the public generally with
respect to other products or services, including, but not limited to, any
advertising or marketing via radio, television, newspapers, magazines or direct
mail solicitation, regardless of whether such advertisement or solicitation may
coincidentally include prior or present Investors or those persons or entities
who have responded to inquiries regarding the Trust.
(f) Will obtain the prior written approval of the Board before retaining the
services of any subadviser to manage the assets and portfolio investments of any
Fund.
3. SERVICES NOT EXCLUSIVE. The Investment Adviser will for all purposes
herein be deemed to be an independent contractor and will, unless otherwise
expressly provided herein or authorized by the Board from time to time, have no
authority to act for or represent the Trust in any way or otherwise be deemed
its agent. The investment management services furnished by the Investment
Adviser hereunder are not deemed exclusive, and the Investment Adviser will be
free to furnish similar services to others so long as its services under this
Agreement are not impaired thereby.
4. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Investment Adviser agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any such records upon the Trust's request.
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<PAGE>
In addition, the Investment Adviser agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
5. EXPENSES. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Trust.
6. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, the Trust will pay the Investment Adviser and the
Investment Adviser will accept as full compensation therefor a fee, computed
daily and paid monthly (in arrears), at the annual rates set forth in Schedule A
hereto. Such fee as is attributable to each Fund will be a separate charge to
each such Fund and will be the several (and not joint or joint and several)
obligation of each such Fund. The Investment Adviser may also from time to time
agree to reduce its fees or absorb other operating expenses to ensure that the
expenses of an Investor do not exceed certain limitations imposed by the
Investor.
7. REPRESENTATIONS AND WARRANTIES.
(a) The Trust represents and warrants to the Investment Adviser that: (i) it
is a business trust duly organized and existing and in good standing under the
laws of the State of Delaware and is duly qualified to conduct its business in
the State of Delaware and in such other jurisdictions wherein the nature of its
activities or its properties owned or leased makes such qualification necessary;
(ii) it is a registered open-end management investment company under the 1940
Act; (iii) a registration statement on Form N-lA under the Securities Act of
1933, as amended, on behalf of the Funds is currently effective and will remain
effective, and appropriate state securities law filings have been made and will
continue to be made, with respect to all shares of the Funds being offered for
sale; (iv) it is empowered under applicable laws and by its Declaration of Trust
and Bylaws to enter into and perform this Agreement; and (v) all requisite trust
proceedings have been taken to authorize it to enter into and perform this
Agreement.
(b) The Investment Adviser represents and warrants to the Trust that: (i) it
is a limited partnership duly organized and existing and in good standing under
the laws of the State of California and is duly qualified to conduct its
business in the State of California and in such other jurisdictions wherein the
nature of its activities or its properties owned or leased makes such
qualification necessary; (ii) it is empowered under applicable laws and by its
partnership agreement to enter into and perform this Agreement; (iii) all
requisite partnership proceedings have been taken to authorize it to enter into
and perform this Agreement; and (iv) it is a registered investment adviser under
the Investment Advisers Act of 1940 and applicable state laws.
8. LIMITATION OF LIABILITY; INDEMNIFICATION.
(a) The Investment Adviser will not be liable for any error of judgment or
mistake of law or for any loss suffered by a Fund or the Trust in connection
with the matters to which this Agreement relates, except for liability resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Investment Adviser in the performance of its duties, or by reason of the
Investment Adviser's reckless disregard of its obligations and duties under this
Agreement.
The Trust will indemnify and hold harmless the Investment Adviser from and
against all liabilities, damages, costs and expenses that the Investment Adviser
may incur in connection with any action, suit, investigation or proceeding
arising out of or otherwise based on any action actually or allegedly taken or
omitted to be taken by the Investment Adviser with respect to the performance of
its duties or obligations hereunder or otherwise as an investment adviser of the
Trust and the Funds; provided, however, that the Investment Adviser will not be
entitled to indemnification with respect to any liability to the Trust or the
Investors by reason of willful misfeasance, bad faith or gross negligence on the
part of the Investment Adviser in the performance of its duties, or by reason of
the Investment Adviser's reckless disregard of its obligations and duties under
this Agreement.
19
<PAGE>
(b) No trustee, officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever, in his or her official or individual
capacity, to any person, including the Investment Adviser, other than the Trust
or its shareholders, in connection with Trust property or the affairs of the
Trust, save only that arising from his or her bad faith, willful misfeasance,
gross negligence or reckless disregard of his or her duty to such person; and
all such persons shall look solely to the Trust property for satisfaction of
claims of any nature against a trustee, officer, employee or agent of the Trust
arising in connection with the affairs of the Trust. Moreover, the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a Fund shall be enforceable against the assets and
property of the Fund only, and not against the assets and property of any other
series of the Trust.
9. DURATION AND TERMINATION. This Agreement will become effective with
respect to each Fund (currently in existence) on the date first written above.
This Agreement will become effective with respect to any additional Fund on the
date of receipt by the Trust of notice from the Investment Adviser in accordance
with Section l(b) hereof that the Investment Adviser is willing to serve as
investment adviser with respect to such Fund.
Unless sooner terminated as provided herein, this Agreement will continue in
effect for a period of two years from the date hereof. Thereafter, if not
terminated, this Agreement will continue in effect as to a particular Fund for
successive annual periods, provided such continuance is specifically approved at
least annually (a) by the vote of a majority of those members of the Board who
are not interested persons of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval, and (b) by the Board
or by vote of a majority of the outstanding voting securities of such Fund.
Notwithstanding the foregoing, this Agreement may be terminated as to any Fund
at any time, without the payment of any penalty, by the Trust (by vote of the
Board or by vote of a majority of the outstanding voting securities of such
Fund), or by the Investment Adviser, upon not less than 60 days' written notice.
This Agreement will immediately terminate in the event of its assignment. (As
used in this Agreement, the terms "majority of the outstanding voting
securities," "interested persons" and "assignment" have the same meaning as the
meaning of such terms in the 1940 Act).
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement will be
effective as to a particular Fund until approved by vote of a majority of the
outstanding voting securities of such Fund.
11. NOTIFICATION OF CHANGE OF PARTNERS. During the term of this Agreement,
the Investment Adviser will notify the Trust of any change in the membership of
the Investment Adviser's partnership within a reasonable time after such change.
12. NOTICES. Notices of any kind to be given to the Investment Adviser
hereunder by the Trust will be in writing and will be duly given if mailed,
delivered or communicated by answer back facsimile transmission to the
Investment Adviser at 600 West Broadway, 30th Floor, San Diego, California
92101, Facsimile: (619) 687-8138, Attention: General Counsel, or at such other
address or to such individual as will be so specified by the Investment Adviser.
Notices of any kind to be given to the Trust hereunder by the Investment Adviser
will be in writing and will be duly given if mailed or delivered to the Trust at
600 West Broadway, 30th Floor, San Diego, California 92101, Facsimile: (619)
687-8138, Attention: Secretary, or at such other address or to such individual
as will be so specified by the Trust to the Investment Adviser.
13. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof.
20
<PAGE>
(b) The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
(c) If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement will not
be affected thereby.
(d) This Agreement will be binding upon and will inure to the benefit of the
parties hereto and their respective successors and will be governed by the
internal laws, and not the law of conflicts of laws, of the state of California;
provided that nothing herein will be construed in a manner inconsistent with the
1940 Act, the Investment Advisers Act of 1940, as amended, or any rule or
regulation of the Securities and Exchange Commission thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the date first above written.
<TABLE>
<S> <C>
NICHOLAS-APPLEGATE NICHOLAS-APPLEGATE
INSTITUTIONAL FUNDS CAPITAL MANAGEMENT
By: /s/ E. Blake Moore, Jr. By: /s/ E. Blake Moore, Jr.
-------------------------------------- ---------------------------------------
Its Secretary Its General Counsel
</TABLE>
21
<PAGE>
SCHEDULE A
INVESTMENT ADVISORY FEES
The Investment Adviser will be compensated for its services under the Agreement
with respect to the Funds at the following annual rates:
1. For the WORLDWIDE GROWTH FUND, INTERNATIONAL SMALL CAP FUND AND
INTERNATIONAL CORE GROWTH FUND, 1.00% of the first $500 million of the Fund's
average daily net assets, 0.90% of the next $500 million and 0.85% of the Fund's
average daily net assets in excess of $1 billion.
2. For the MID CAP GROWTH FUND AND CONVERTIBLE FUND, 0.75% of the first
$500 million of each such Fund's average daily net assets, 0.675% of the next
$500 million and 0.65% of the each such Fund's average daily net assets in
excess of $1 billion.
3. For the HIGH QUALITY BOND FUND, 0.45% of the Fund's average daily net
assets in excess of $500 million, 0.40% on the next $250 million and 0.35% on
net assets in excess of $1 billion.
4. For the SHORT INTERMEDIATE FUND, 0.30% of the first $250 million of the
Fund's average daily net assets and 0.25% on net assets in excess of $750
million.
5. For the HIGH YIELD BOND FUND, .60% of the Fund's average daily net asset
value.
6. For the LARGE CAP FUND AND VALUE FUND, .75% of each Fund's average daily
net assets.
7. For the GLOBAL BLUE CHIP FUND, .80% of the Fund's average daily net
assets.
8. For the GLOBAL GROWTH & INCOME FUND, .85% of the Fund's average net
assets.
9. For the SMALL CAP GROWTH FUND, PACIFIC RIM FUND, GLOBAL TECHNOLOGY FUND
AND GREATER CHINA FUND, 1.00% of each Fund's average daily net assets.
10. For MINI CAP GROWTH, EMERGING COUNTRIES FUND AND LATIN AMERICA FUND,
1.25% of each Fund's average net assets.
22
<PAGE>
NICHOLAS-APPLEGATE MINICAP FUND
SERIES OF NICHOLAS-APPLEGATE MUTUAL FUNDS
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoint(s) E. Blake Moore, Jr., Charles H. Field, Jr.
and Deborah A. Wussow or any one or more of them, proxies, with full power of
substitution, to vote all shares of the Nicholas-Applegate MiniCap Fund of
the Nicholas-Applegate Mutual Funds which the undersigned is entitled to vote
at the Special Meeting of Shareholders of the Fund to be held at the offices
of the Mutual Funds at 600 West Broadway, San Diego, California 92101, on May
7, 1999 at 9:00 a.m., and at any adjournment thereof. This Proxy shall be
voted on the proposals described in the Proxy Statement as instructed. IF NO
SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED "FOR" THE PROPOSALS.
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
_______________________________ ___________________
Signature, Title, if applicable Date
_______________________________
Signature if held jointly
Please indicate your vote by an "x" in the appropriate box below.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
1. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION OF
THE FUND FROM A SEPARATE SERIES OF ONE DELAWARE BUSINESS TRUST TO
ANOTHER
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE>
NICHOLAS-APPLEGATE GLOBAL BLUE CHIP FUND
SERIES OF NICHOLAS-APPLEGATE MUTUAL FUNDS
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoint(s) E. Blake Moore, Jr., Charles H. Field, Jr.
and Deborah A. Wussow or any one or more of them, proxies, with full power of
substitution, to vote all shares of the Nicholas-Applegate Global Blue Chip
Fund of the Nicholas-Applegate Mutual Funds which the undersigned is entitled
to vote at the Special Meeting of Shareholders of the Fund to be held at the
offices of the Mutual Funds at 600 West Broadway, San Diego, California
92101, on May 7, 1999 at 9:00 a.m., and at any adjournment thereof. This
Proxy shall be voted on the proposals described in the Proxy Statement as
instructed. IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED "FOR" THE
PROPOSALS.
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
_______________________________ ___________________
Signature, Title, if applicable Date
_______________________________
Signature if held jointly
Please indicate your vote by an "x" in the appropriate box below.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
1. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION OF
THE FUND FROM A SEPARATE SERIES OF ONE DELAWARE BUSINESS TRUST TO
ANOTHER
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE>
NICHOLAS-APPLEGATE GLOBAL GROWTH AND INCOME FUND
SERIES OF NICHOLAS-APPLEGATE MUTUAL FUNDS
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoint(s) E. Blake Moore, Jr., Charles H. Field, Jr.
and Deborah A. Wussow or any one or more of them, proxies, with full power of
substitution, to vote all shares of the Nicholas-Applegate Global Growth and
Income Fund of the Nicholas-Applegate Mutual Funds which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the Fund to be
held at the offices of the Mutual Funds at 600 West Broadway, San Diego,
California 92101, on May 7, 1999 at 9:00 a.m., and at any adjournment
thereof. This Proxy shall be voted on the proposals described in the Proxy
Statement as instructed. IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE
VOTED "FOR" THE PROPOSALS.
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
_______________________________ ___________________
Signature, Title, if applicable Date
_______________________________
Signature if held jointly
Please indicate your vote by an "x" in the appropriate box below.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
1. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION OF
THE FUND FROM A SEPARATE SERIES OF ONE DELAWARE BUSINESS TRUST TO
ANOTHER
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE>
NICHOLAS-APPLEGATE GLOBAL TECHNOLOGY FUND
SERIES OF NICHOLAS-APPLEGATE MUTUAL FUNDS
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoint(s) E. Blake Moore, Jr., Charles H. Field, Jr.
and Deborah A. Wussow or any one or more of them, proxies, with full power of
substitution, to vote all shares of the Nicholas-Applegate Global Technology
Fund of the Nicholas-Applegate Mutual Funds which the undersigned is entitled
to vote at the Special Meeting of Shareholders of the Fund to be held at the
offices of the Mutual Funds at 600 West Broadway, San Diego, California
92101, on May 7, 1999 at 9:00 a.m., and at any adjournment thereof. This
Proxy shall be voted on the proposals described in the Proxy Statement as
instructed. IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED "FOR" THE
PROPOSALS.
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
_______________________________ ___________________
Signature, Title, if applicable Date
_______________________________
Signature if held jointly
Please indicate your vote by an "x" in the appropriate box below.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE OF THE FOLLOWING:
1. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION OF
THE FUND FROM A SEPARATE SERIES OF ONE DELAWARE BUSINESS TRUST TO
ANOTHER
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE>
NICHOLAS-APPLEGATE PACIFIC RIM FUND
SERIES OF NICHOLAS-APPLEGATE MUTUAL FUNDS
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoint(s) E. Blake Moore, Jr., Charles H. Field, Jr.
and Deborah A. Wussow or any one or more of them, proxies, with full power of
substitution, to vote all shares of the Nicholas-Applegate Pacific Rim Fund
of the Nicholas-Applegate Mutual Funds which the undersigned is entitled to
vote at the Special Meeting of Shareholders of the Fund to be held at the
offices of the Mutual Funds at 600 West Broadway, San Diego, California
92101, on May 7, 1999 at 9:00 a.m., and at any adjournment thereof. This
Proxy shall be voted on the proposals described in the Proxy Statement as
instructed. IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED "FOR" THE
PROPOSALS.
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
_______________________________ ___________________
Signature, Title, if applicable Date
_______________________________
Signature if held jointly
Please indicate your vote by an "x" in the appropriate box below.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
1. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION OF
THE FUND FROM A SEPARATE SERIES OF ONE DELAWARE BUSINESS TRUST TO
ANOTHER
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE>
NICHOLAS-APPLEGATE LATIN AMERICAN FUND
SERIES OF NICHOLAS-APPLEGATE MUTUAL FUNDS
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoint(s) E. Blake Moore, Jr., Charles H. Field, Jr.
and Deborah A. Wussow or any one or more of them, proxies, with full power of
substitution, to vote all shares of the Nicholas-Applegate Latin American
Fund of the Nicholas-Applegate Mutual Funds which the undersigned is entitled
to vote at the Special Meeting of Shareholders of the Fund to be held at the
offices of the Mutual Funds at 600 West Broadway, San Diego, California
92101, on May 7, 1999 at 9:00 a.m., and at any adjournment thereof. This
Proxy shall be voted on the proposals described in the Proxy Statement as
instructed. IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED "FOR" THE
PROPOSALS.
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
_______________________________ ___________________
Signature, Title, if applicable Date
_______________________________
Signature if held jointly
Please indicate your vote by an "x" in the appropriate box below.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION OF
THE FUND FROM A SEPARATE SERIES OF ONE DELAWARE BUSINESS TRUST TO
ANOTHER
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE>
NICHOLAS-APPLEGATE GREATER CHINA FUND
SERIES OF NICHOLAS-APPLEGATE MUTUAL FUNDS
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoint(s) E. Blake Moore, Jr., Charles H. Field, Jr.
and Deborah A. Wussow or any one or more of them, proxies, with full power of
substitution, to vote all shares of the Nicholas-Applegate Greater China Fund
of the Nicholas-Applegate Mutual Funds which the undersigned is entitled to
vote at the Special Meeting of Shareholders of the Fund to be held at the
offices of the Mutual Funds at 600 West Broadway, San Diego, California
92101, on May 7, 1999 at 9:00 a.m., and at any adjournment thereof. This
Proxy shall be voted on the proposals described in the Proxy Statement as
instructed. IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED "FOR" THE
PROPOSALS.
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
_______________________________ ___________________
Signature, Title, if applicable Date
_______________________________
Signature if held jointly
Please indicate your vote by an "x" in the appropriate box below.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
1. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION OF
THE FUND FROM A SEPARATE SERIES OF ONE DELAWARE BUSINESS TRUST TO
ANOTHER
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE>
NICHOLAS-APPLEGATE SHORT INTERMEDIATE FUND
SERIES OF NICHOLAS-APPLEGATE MUTUAL FUNDS
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoint(s) E. Blake Moore, Jr., Charles H. Field, Jr.
and Deborah A. Wussow or any one or more of them, proxies, with full power of
substitution, to vote all shares of the Nicholas-Applegate Short Intermediate
Fund of the Nicholas-Applegate Mutual Funds which the undersigned is entitled
to vote at the Special Meeting of Shareholders of the Fund to be held at the
offices of the Mutual Funds at 600 West Broadway, San Diego, California
92101, on May 7, 1999 at 9:00 a.m., and at any adjournment thereof. This
Proxy shall be voted on the proposals described in the Proxy Statement as
instructed. IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED "FOR" THE
PROPOSALS.
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
_______________________________ ___________________
Signature, Title, if applicable Date
_______________________________
Signature if held jointly
Please indicate your vote by an "x" in the appropriate box below.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
1. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION OF
THE FUND FROM A SEPARATE SERIES OF ONE DELAWARE BUSINESS TRUST TO
ANOTHER
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
