NICHOLAS APPLEGATE MUTUAL FUNDS
497, 1999-03-15
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              NICHOLAS | APPLEGATE-Registered Trademark- MUTUAL FUNDS
                                          
                            SUPPLEMENT TO PROSPECTUSES 
                                          
                   Class A, B, C Shares dated September 18, 1998
                                        and 
                         Advisory Shares dated July 24, 1998
                                          
                                   MARCH 15, 1999


     At a meeting held on February 19, 1999 the Board of Trustees of 
Nicholas-Applegate Mutual Funds approved a new Investment Advisory Agreement 
between Nicholas-Applegate Small Cap Growth Fund, Nicholas-Applegate Mid-Cap 
Growth Fund, Nicholas-Applegate Large Cap Growth Fund, Nicholas-Applegate 
Emerging Countries Fund, Nicholas-Applegate Worldwide Growth Fund, 
Nicholas-Applegate International Small Cap Growth Fund, Nicholas-Applegate 
International Core Growth Fund, Nicholas-Applegate Convertible Fund, 
Nicholas-Applegate High Yield Bond Fund, Nicholas-Applegate High Quality Bond 
Fund and Nicholas-Applegate Balanced Growth Fund (the "Continuing Funds") and 
Pilgrim Investments, Inc. ("PII") a subsidiary of Pilgrim America Capital 
Corporation ("Pilgrim").  The new Investment Advisory Agreement becomes 
effective upon shareholder approval which is expected to occur on or about 
May 21, 1999.

     In addition, the Board of Trustees approved a new subadvisory agreement 
between Nicholas-Applegate Capital Management ("NACM") and PII whereby NACM 
will become, subject to shareholder approval, the subadviser to the 
Nicholas-Applegate Small Cap Growth Fund, Nicholas-Applegate Mid-Cap Growth 
Fund, Nicholas-Applegate Large Cap Growth Fund, Nicholas-Applegate Emerging 
Countries Fund, Nicholas-Applegate Worldwide Growth Fund, Nicholas-Applegate 
International Small Cap Growth Fund, Nicholas-Applegate International Core 
Growth Fund and Nicholas-Applegate Convertible Fund.

     Furthermore, the Board of Trustees approved an Agreement and Plan of 
Reorganization whereby the Nicholas-Applegate High Yield Bond Fund will merge 
into the Pilgrim High Yield Fund.  Between now and the time of the merger, 
the name of the Nicholas-Applegate High Yield Bond Fund is changed to the 
Pilgrim High Yield Bond Fund II.

     Finally, the name of the Nicholas-Applegate Mutual Funds are changed to 
Pilgrim Mutual Funds. The name of the Balanced Growth Fund is changed to the 
Balanced Fund.

THE FOLLOWING INFORMATION REPLACES INFORMATION UNDER THE WORLDWIDE GROWTH 
FUND'S "PRINCIPAL INVESTMENTS" ON PAGE 8 OF THE PROSPECTUS.

     Under normal conditions, the Fund invests at least 65% of its total 
assets in securities of issuers located in a least three different countries, 
one of which may be the United States.
     
     Under normal conditions the Fund invests at least 75% of its total 
assets in common and preferred stocks, warrant and convertible securities.  
It invests the remainder in debt securities of any maturity issued by foreign 
companies and foreign governments and their agencies and instrumentalities 
which are rated investment grade by a nationally recognized statistical 
rating agency, or of comparable quality if unrated.  The Fund may also use 
options and futures contracts as hedging techniques.

THE FOLLOWING INFORMATION REPLACES INFORMATION UNDER SIMPLIFIED ACCOUNT 
INFORMATION EXCHANGING SHARES "THINGS YOU SHOULD KNOW" SECTION ON PAGE 50 OF 
THE PROSPECTUS.

     The exchange must be to either Class I Shares or Class Q shares of 
another Fund and to an account with the same registration.  If opening an 
account as part of an exchange, you must obtain and read the prospectus.  If 
you intend to keep money in the Fund you are exchanging from, make sure that 
you leave an amount equal to or greater than that Fund's minimum account size 
(see the "Opening an Account" section of this prospectus). To protect other 
investors, the Trust may limit the number of exchanges you can make.


<PAGE>

              NICHOLAS | APPLEGATE-Registered Trademark- MUTUAL FUNDS

                            SUPPLEMENT TO PROSPECTUSES 

                     Institutional  Shares dated July 24, 1998
                                   MARCH 15, 1999


     At a meeting held on  February 19, 1999 the Board of Trustees of 
Nicholas-Applegate Mutual Funds approved an Agreement and Plan of 
Reorganization providing for the reorganization of the Nicholas-Applegate 
Mini Cap 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 and Nicholas-Applegate Short 
Intermediate Fund from a separate series of one Delaware business trust to 
another upon shareholder approval.
     
     Furthermore, the Board of Trustees has approved the termination of the 
Class I shares of the Nicholas-Applegate Mutual Funds. Holders of Class I 
shares of Nicholas-Applegate Mid Cap Growth Fund, Nicholas-Applegate Small 
Cap Growth Fund, Nicholas-Applegate Large Cap Growth Fund, Nicholas-Applegate 
Value Fund, Nicholas-Applegate Convertible Fund, Nicholas-Applegate High 
Yield Bond Fund, Nicholas-Applegate High Quality Bond Fund, 
Nicholas-Applegate International Core Growth Fund, Nicholas-Applegate 
International Small Cap Growth Fund, Nicholas-Applegate Worldwide Growth Fund 
and Emerging Countries Fund will be asked to transfer their shares from the 
existing Nicholas-Applegate Fund to the new Nicholas-Applegate Institutional 
Funds effective May 7, 1999.  After that, the Fund will terminate Class I 
shares. 
      
                                          
THE FOLLOWING INFORMATION REPLACES INFORMATION UNDER THE WORLDWIDE GROWTH 
FUND'S "PRINCIPAL INVESTMENTS" ON PAGE 8 OF THE PROSPECTUS.

     Under normal conditions, the Fund invests at least 65% of its total 
assets in securities of issuers located in a least three different countries, 
one of which may be the United States.
     
     Under normal conditions the Fund invests at least 75% of its total 
assets in common and preferred stocks, warrant and convertible securities.  
It invests the remainder in debt securities of any maturity issued by foreign 
companies and foreign governments and their agencies and instrumentalities 
which are rated investment grade by a nationally recognized statistical 
rating agency, or of comparable quality if unrated.  The Fund may also use 
options and futures contracts as hedging techniques.  



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