<PAGE>
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.