UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
x	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

o	Fee paid previously with preliminary materials.
o	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:

	(2)		Form, Schedule or Registration Statement No.:

	(3)		Filing Party:

	(4)		Date Filed:

NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS
600 WEST BROADWAY – 30th Floor
SAN DIEGO, CALIFORNIA 92101

On behalf of the Board of Trustees of Nicholas-Applegate Institutional Funds, we are pleased to invite you to attend a special meeting of the shareholders of the Nicholas-Applegate International Growth Fund (the "Fund") to be held at 10:00 a.m., Pacific time, on January 28, 2009, at the offices of Nicholas-Applegate Capital Management LLC, 600 West Broadway, 30th Floor, San Diego, California 92101.

As discussed in the enclosed Proxy Statement, at the special meeting, the Fund's shareholders will vote on three separate proposals: a proposed reorganization of the Fund, a proposed new investment management agreement and a proposed sub-advisory agreement. In addition, the Fund's Class I shareholders will vote on the proposed reorganization separately as a class. The proposed new investment management agreement and sub-advisory agreement would take effect immediately prior to the reorganization. As described in the attached Proxy Statement, each proposal must be approved by the Fund's shareholders for any proposal to take effect.

After reviewing the proposals, your Board of Trustees unanimously agreed that the proposed reorganization and the proposed new investment management agreement and sub-advisory agreement are in the best interests of the Fund's shareholders and voted to approve them, as more fully described in the accompanying Proxy Statement. Now it is your turn to review the proposals and vote. For more information about the issues requiring your vote, please refer to the accompanying Proxy Statement.

No matter how many shares you own, your timely vote is important. If you are not able to attend the meeting in person, then please complete, sign, date and mail the enclosed proxy card promptly to avoid the expense of additional mailings or having us telephone you.

NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS
600 West Broadway—30th Floor
San Diego, California 92101

To the Shareholders of the Nicholas-Applegate International Growth Fund (the "Fund"):

Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of the Fund will be held on January 28, 2009, at 10:00 a.m., Pacific time, at the offices of Nicholas-Applegate Capital Management LLC, 600 West Broadway, 30th Floor, San Diego, California 92101, to consider and act on the proposals noted below and to transact such other business as may properly come before the Meeting or any adjournment thereof.

1. To approve an Agreement and Plan of Reorganization with respect to the reorganization of the Nicholas-Applegate International Growth Fund, a series of Nicholas-Applegate Institutional Funds, with and into the Allianz NACM International Growth Fund, a series of Allianz Funds Multi-Strategy Trust, and the transactions contemplated thereby, as described in the attached Proxy Statement.

2. To approve a new investment management agreement between Allianz Global Investors Fund Management LLC ("Allianz Global Fund Management") and Nicholas-Applegate Institutional Funds with respect to the Fund, as described in the attached Proxy Statement.

3. To approve a new sub-advisory agreement between Allianz Global Fund Management and Nicholas-Applegate Capital Management LLC with respect to the Fund, as described in the attached Proxy Statement.

4. To consider and act upon such other matters as may properly come before the Meeting and any adjournment thereof.

Only shareholders of record at the close of business on November 30, 2008, the record date for the Meeting, are entitled to notice of, and to vote at, the Meeting and any adjournment thereof.

AS A SHAREHOLDER OF THE FUND, YOU ARE ASKED TO ATTEND THE MEETING EITHER IN PERSON OR BY PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. YOUR PROMPT RETURN OF THE PROXY CARD WILL HELP ENSURE A QUORUM AT THE MEETING AND AVOID ADDITIONAL EXPENSES ASSOCIATED WITH FURTHER SOLICITATION. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR SHARES IN PERSON AT THE MEETING, AND YOU MAY REVOKE YOUR PROXY BY ADVISING THE SECRETARY OF NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS IN WRITING (BY SUBSEQUENT PROXY OR OTHERWISE) OF SUCH REVOCATION AT ANY TIME BEFORE IT IS VOTED.

NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS
600 WEST BROADWAY – 30th Floor
SAN DIEGO, CALIFORNIA 92101

This Proxy Statement, which is first being mailed on or about January [ ], 2009, is distributed in connection with the following actions to be voted upon at a special meeting of shareholders of the Nicholas-Applegate International Growth Fund (the "Fund"), a series of Nicholas-Applegate Institutional Funds, a Delaware statutory trust (the "Nicholas-Applegate Trust"): (1) approval of the reorganization of the Fund into the Allianz NACM International Growth Fund, a series of Allianz Funds Multi-Strategy Trust, a Massachusetts business trust (the "Allianz Trust"); (2) approval of a new investment management agreement between Allianz Global Investors Fund Management LLC ("Allianz Global Fund Management") and the Nicholas-Applegate Trust, on behalf of the Fund; and (3) approval of a new sub-advisory agreement between Allianz Global Fund Management and Nicholas-Applegate Capital Management LLC ("NACM") with respect to the Fund ( together, the "Proposals").

The special meeting of shareholders which has been called with respect to these actions (the "Meeting") is scheduled for January 28, 2009. Shareholders of record as of November 30, 2008 (the "Record Date") shall be entitled to notice of, and to vote at, the Meeting.

The Nicholas-Applegate Trust currently offers fourteen series of shares, including the Fund, each of which represents a separate investment portfolio. The Fund currently offers Class I, Class II and Class R shares. As of the Record Date, 1,180,907.952 Class I shares, 1,227,011.771 Class II shares and 348,414.112 Class R shares of the Fund were outstanding. Under the terms of the transaction all Class II shares and Class R shares will have been redeemed prior to the proposed Reorganization.

The Proposals were approved by the Board of Trustees of the Nicholas-Applegate Trust, including a majority of those Trustees who are not "interested persons" (as defined in the Investment Company Act of 1940 (the "1940 Act")) of the Nicholas-Applegate Trust or the Allianz Trust (the "Independent Trustees"), at an in-person meeting held on November 14, 2008.

Each Proposal must also be approved by the Fund's shareholders. Under the Nicholas-Applegate Trust's Amended and Restated Declaration of Trust (the "Nicholas-Applegate Trust Declaration"), and the 1940 Act, this requires the consent of shares of the Fund as defined in the 1940 Act, which means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares or (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy. In addition, the proposed reorganization of the Fund (Proposal 1) will be submitted for approval separately by the Fund's Class I shareholders voting as a class, which will require the affirmative vote of the lesser of (1) more than 50% of the outstanding Class I shares or (2) 67% or more of the Class I shares present at a meeting if more than 50% of the outstanding Class I shares are represented at the meeting in person or by proxy.

Each shareholder of the Fund is entitled to one vote for each outstanding whole share of the Fund standing in the shareholder's name on the books of the Nicholas-Applegate Trust, and each outstanding fractional share is entitled to a proportionate fractional vote. If approved, it is expected that the Proposals will be implemented effective on or about January 30, 2009.

Financial statements for the Fund are included in the Annual Report of the Nicholas-Applegate Trust for the fiscal year ended March 31, 2008, which has been mailed to shareholders. It is intended that only one copy of this Proxy Statement will be mailed to an address shared by two or more accounts. Shareholders may obtain additional copies of the Annual Report or this Proxy Statement free of charge by writing to Nicholas-Applegate Institutional Funds, at the address listed above, or by telephoning 1-800-551-8043.

Both NACM, the investment adviser to the Nicholas-Applegate Trust, and Allianz Global Fund Management, the investment manager to the Allianz Trust, believe that reorganizing the Fund into a series of the Allianz Trust would be advantageous to the Fund's shareholders. Such a restructuring into the mutual fund complex that includes the Allianz Trust would give shareholders of the Fund exchange privileges among a broader group of funds, and is expected to allow the Fund to market its shares to a broader group of investors, potentially permitting the Fund, as part of the Allianz Trust, to increase its net assets and benefit from economies of scale.

The Board of Trustees of the Nicholas-Applegate Trust and the Board of Trustees of the Allianz Trust have approved the reorganization of the Fund into the Allianz NACM International Growth Fund, a newly created corresponding series (the "New Fund") of the Allianz Trust (the "Reorganization"). The Reorganization is proposed to be accomplished pursuant to an Agreement and Plan of Reorganization (the "Plan") providing for the transfer of all of the assets of the Fund to the New Fund in exchange for shares of the New Fund and for the assumption by the New Fund of all of the liabilities of the Fund, as described in more detail below. The completion of these transactions will result in (i) shareholders of the Fund becoming shareholders of the New Fund and (ii) the liquidation of the Fund.

Parts II and III of this Proxy Statement relate to the approval of new investment management and sub-advisory arrangements for the Fund. Pursuant to these arrangements, NACM would continue to be responsible for the Fund's day-to-day portfolio management in its new capacity as sub-adviser. These arrangements are structurally identical to the investment management and sub-advisory arrangements in place for the New Fund and other existing series of the Allianz Trust. Under these arrangements, Allianz Global Fund Management would serve as the Fund's investment manager and NACM would serve as the Fund's sub-adviser. The investment management arrangements are being proposed separately from the Reorganization but, if approved, would go into effect only if the Reorganization is approved by shareholders of the Fund, would go into effect immediately before the Reorganization, and would remain in effect only until the Reorganization. Accor dingly, the investment management arrangements of the New Fund after the Reorganization would be identical to the Fund's investment management arrangements in effect immediately prior to the Reorganization.

The proposed new investment management arrangements for the Fund would align with the arrangements of the New Fund, and would differ from the Fund's current arrangements in certain respects. The Fund currently has in place an Investment Advisory Agreement with NACM pursuant to which NACM provides investment advisory services in exchange for an advisory fee, and a separate Administration Agreement with NACM pursuant to which NACM, in its capacity as administrator, provides or procures administrative services for the Fund, and also bears the costs of most third-party administrative services required by the Fund, including audit, custodial, portfolio accounting, legal, transfer agency and printing costs, in return for an asset based annual administrative fee. In contrast, pursuant to the proposed new arrangements, and like the New Fund, the Fund would obtain essentially the same services pursuant to an Investment Management Agreeme nt with Allianz Global Fund Management pursuant to which Allianz Global Fund Management would provide or procure both advisory and certain administrative services for the Fund, a separate Portfolio Management Agreement between Allianz Global Fund Management and NACM pursuant to which NACM would provide day-to-day portfolio management services to the Fund as a sub-adviser, and various separate arrangements between the Fund and third-party service providers, whereby the Fund would pay directly for the third-party administrative services it requires, including audit, custodial, portfolio accounting, legal, transfer agency and printing costs.

The result of the proposed new arrangements is that the Fund would pay a management fee under the new Investment Management Agreement with Allianz Global Fund Management (which covers both advisory and some administrative services) that is higher that the fee it currently pays under its Investment Advisory Agreement with NACM (which agreement covers solely advisory services). However, the Fund would not pay Allianz Global Fund Management an additional fee for administrative services under a separate administration agreement, as is

currently the case for the Fund. Further, the Fund would directly bear its allocable share of third-party administrative services (e.g., audit, custodial, portfolio accounting, legal, transfer agency and printing) directly, which expenses are likely to vary over time, in contrast to the essentially fixed rate the Fund currently pays for these third-party administrative services under its Administration Agreement. As a percentage of Fund net assets, the fees ultimately paid for advisory and administrative (including third-party) services by the Institutional Class shares of the New Fund are expected to be lower than the fees paid for advisory and administrative (including third-party) services by Class I shares of the Fund. However, as described below under "II. Approval of Proposed Advisory Agreement—Comparison of Compensation and Expenses," the Fund currently has in place certain fee "offset" arrangements which will not be in place for the New Fund, which will result in the net total annual operating expenses of Institutional Class shares of the New Fund, after taking into account such fee offset arrangements, being higher than the Fund's current net total annual operating expenses for its Class I shares.

In addition, the New Fund's Total Annual Fund Operating Expenses with respect to its Institutional Class shares (without giving effect to any expense reductions) are expected to be higher than the Total Annual Fund Operating Expenses of Class I shares of the Fund as a result of the expenses incurred by the New Fund in connection with its organization, all of which will be incurred by the New Fund in its initial fiscal year ending November 30, 2009. However, Allianz Global Fund Management has agreed to waive its management fee and/or reimburse the Fund to the extent that its Total Annual Fund Operating Expenses, including payment of organizational expenses but excluding interest, taxes, extraordinary expenses, and certain credits and other expenses, exceed 1.20% for Institutional Class shares through the Fund's fiscal year ending November 30, 2009 (but not any subsequent years).

The New Fund also expects to offer Class A, Class C, Class D, Class P and Class R shares. These other classes will have their own distinct fees and expenses.

As noted above, NACM is the investment adviser and administrator to the Fund. If the Proposals described in Parts II and III of this Proxy Statement are approved, Allianz Global Fund Management would become the investment manager to the Fund immediately prior to the Reorganization but would delegate responsibility for the day-to-day portfolio management of the Fund to NACM pursuant to a sub-advisory agreement between Allianz Global Fund Management and NACM. The same arrangements would be in place for the New Fund immediately after the Reorganization.

Subject to the approval of the majority of the outstanding voting securities of the Fund (including a separate class vote by Class I shareholders) and the satisfaction of certain other conditions, the Reorganization will be consummated pursuant to the Plan. The following description of the Plan and the features of the proposed Reorganization are qualified in their entirety by reference to the text of the Plan, the form of which is set forth in Appendix A to this Proxy Statement. Investors should note that the terms of the Plan may change from the version described herein and attached hereto prior to the Plan's execution, and may be amended after the Plan's execution in accordance with its terms.

As a condition of the Plan, only Class I shares of the Fund would be outstanding at the time of the Reorganization. The Plan provides, among other things, for the transfer of all the assets of the Fund to the New Fund in exchange for (i) the assumption by the New Fund of all the liabilities of the Fund and (ii) the issuance to the Fund of Institutional Class shares of beneficial interest of the New Fund ("New Shares") with an aggregate net asset value equal to the aggregate net asset value of the Class I shares of the Fund then outstanding (the "Old Shares"), all as of the Valuation Time (defined in the Plan to be at 4:00 p.m., Eastern time, on January 30, 2009, or such other date as may be mutually agreed upon by the Nicholas-Applegate Trust and the Allianz Trust (the "Exchange Date")). After receipt of the New Shares, the Fund will cause the New Shares to be distributed to its Class I shareholders, in complete liquidation of t he Fund. Each Class I shareholder of the Fund will receive a number of full and fractional New Shares with an aggregate net asset value equal to the aggregate net asset value of the Old Shares owned by the shareholder immediately prior to the Reorganization. The distribution of New Shares will be accomplished by the establishment of accounts on the share records of the New Fund in the names of the Fund's shareholders, each account representing the respective number of full and fractional New Shares

issued to such shareholder. Because the Allianz Trust does not expect to issue share certificates with respect to the New Fund, Class I shareholders of the Fund holding certificates for Old Shares, if any, will not be able to exchange those certificates for certificates representing New Shares of the New Fund.

The closing of the Reorganization of the Fund is subject to the conditions set forth in the Plan, any of which may be waived by the party entitled to its benefits, to the extent permitted by applicable law. Such conditions include, among others, (i) the approval of the Plan by shareholders representing a majority of the Fund's outstanding voting securities and by shareholders representing a majority of outstanding voting securities of Class I shares of the Fund voting as a class and (ii) the approval of each of Proposals II and III by shareholders representing a majority of the Fund's outstanding voting securities. Subject to the satisfaction or waiver of the other conditions in the Plan, the Reorganization is expected to be consummated soon after the receipt of the required shareholders' approval. The Plan may be terminated and the Reorganization abandoned at any time, before or after approval by shareholders, prior to the Exch ange Date, by mutual consent of the relevant trustees on behalf of the Fund and the New Fund. In addition, the plan may be terminated by a party if the other party shall have breached any material provision of the Plan.

The investment objective, policies and strategies of the New Fund will be substantially identical to those currently in place for the Fund. The New Fund's fundamental investment restrictions are substantially similar, although not identical, to those of the Fund.

• The Fund has a fundamental investment restriction which prohibits it from purchasing more than 10% of the outstanding voting securities of any one issuer or of any class of voting securities of any one issuer, or from purchasing securities of an issuer for the purpose of exercising control or management. The New Fund is not subject to such a fundamental restriction, although under the 1940 Act's diversification requirements, with respect to 75% of its assets it may not purchase more than 10% of the outstanding voting securities of any issuer (not including cash and cash equivalents, government securities (as defined in the 1940 Act) and securities of other investment companies).

• The Fund may not purchase securities on margin (except for initial and variation margin and to obtain short-term credit in connection with the clearance of securities transactions); the New Fund is not subject to such a restriction.

• The Fund may make loans of its portfolio securities in an aggregate amount not exceeding 30% of the value of its total assets. The New Fund may make loans of its portfolio securities to the maximum extent permitted by SEC guidelines, currently 33¹/₃% of the value of the New Fund's total assets.

• The Fund has a fundamental investment restriction which prohibits it from investing more than 15% of the value of its net assets in securities that at the time of purchase are illiquid. The New Fund is prohibited from doing so under current SEC guidance and under non-fundamental policies as set forth in the prospectus and statement of additional information of the Allianz Trust, but is not subject to such a fundamental investment restriction.

• The Fund has a fundamental investment restriction prohibiting the purchase or writing of options, except for hedging purposes, and then only if (i) aggregate premiums on call options purchased by a Fund do not exceed 5% of its net assets; (ii) aggregate premiums on par options purchased by a Fund do not exceed 5% of its net assets; (iii) not more than 25% of a Fund's net assets would be hedged; and (iv) not more than 25% of a Fund's net assets are used as cover for options written by the Fund. The New Fund is not subject to such a fundamental restriction.

NACM and Allianz Global Fund Management believe that the differences in the Funds' fundamental investment restrictions will not cause NACM to manage the New Fund's investment portfolio differently from the way it currently manages the Fund's investment portfolio.

Full and fractional New Shares will be issued to the Fund's shareholders in accordance with the provisions of the Plan as described above. The New Shares are Institutional Class shares of the New Fund. The New Shares will have characteristics substantially similar to the Old Shares of the Fund, except (i) differences in fees and expenses as described below under "Comparison of Compensation and Expenses," and (ii) differences arising under the two Funds' respective organizational documents and jurisdictions of organization, as described below under "Principal Differences Between the Legal Structures of the Allianz Trust and the Nicholas-Applegate Trust."

Currently, shares of the Fund may generally be exchanged at net asset value for shares of the same class of any other series of the Nicholas-Applegate Trust. If the Reorganization is consummated, current Fund shareholders, as shareholders of the New Fund, will be able to exchange into a broader range of mutual funds within the Allianz Trust, Allianz Funds and PIMCO Funds family, but will no longer be able to exchange directly into other series of the Nicholas-Applegate Trust.

Nicholas-Applegate Securities LLC (the "Distributor"), an affiliate of NACM, serves as principal underwriter for shares of the Fund. Allianz Global Investors Distributors LLC ("AGID"), an affiliate of Allianz Global Fund Management, serves as principal underwriter for each series of the Allianz Trust.

Like Class I shares of the Fund, Institutional Class Shares of the New Fund will not pay any sales load or contingent deferred sales charges or distribution or servicing fees.

The following tables and examples are provided to assist shareholders in understanding and comparing the various costs and expenses of the Fund that would be borne directly or indirectly by shareholders under the Current Management Contracts (defined below under "II. Approval of Proposed Investment Management Agreement") and under the Proposed Investment Management Agreement (defined below under "II. Approval of Proposed Investment Management Agreement"). The tables and examples also show the fees and expenses that will be payable under the New Fund's investment management arrangements immediately after the Reorganization.

SCHEDULE OF FEES
(Under both Current Management Contracts and Proposed Investment Management Agreement)

(1) The New Fund, unlike the Fund, imposes a 2.00% redemption fee on shares that are redeemed or exchanged within 30 days of acquisition, which is paid to the New Fund. However, New Fund shares acquired by former Fund shareholders in the Reorganization will not be subject to the Redemption Fee. Any subsequent purchases of shares of the New Fund by shareholders of the former Fund will be subject to the Redemption Fee.

Annual Fund Operating Expenses (as a percentage of average daily net assets)

* The Fund currently has arrangements with its brokers, custodians and third party service providers whereby commissions paid by the Fund, interest earned on cash maintained with its custodian and income from securities lending arrangements are used to reduce Fund expenses and offset fees. If these expense reductions and fee offsets are taken into account, both the "Total Annual Fund Operating Expenses" and the "Net Fund Operating Expenses" for Class I shares of the Fund would have been 0.99% during the most recent fiscal year. The New Fund is not expected to have any offset arrangement in place, although the New Fund may enter into a securities lending arrangement which would generate income for the Fund. Therefore, the net annual fund operating expenses of the New Fund (taking into account the lack of these offset arrangements) will be greate r than those of the Fund.

(2) The Fund's "Other Expenses" reflects a 0.86% administrative fee for Class I shares, and 0.02% in trustees', tax and interest expenses incurred by Class I during the most recent fiscal year. The New Fund's "Other Expenses" includes 1.00% in organizational expenses for Institutional Class, based on estimated amounts for the New Fund's fiscal year ending November 30, 2009.

(3) Net Fund Operating Expenses reflects the effect of a contractual agreement by Allianz Global Fund Management to waive its management fee and/or reimburse the New Fund to the extent that the Total Annual Fund Operating Expenses for Institutional Class shares of the New Fund exceed, due to the payment of organizational and certain other expenses, 1.20% during the New Fund's fiscal year ending November 30, 2009 (but not any subsequent fiscal years). Under the Expense Limitation Agreement, Allianz Global Fund Management may recoup waived or reimbursed amounts for three years, provided total expenses, including such recoupment, do not exceed the annual expenses limit.

Example: Based on an investment in the Fund or the New Fund for the time periods indicated, you would pay the following expenses on a $10,000 investment assuming a 5% annual return, whether or not you redeem your shares at the end of each time period.

* The examples are based on the "Net Fund Operating Expenses" above but do not take into account any offset arrangements that the Fund will enter into with its brokers, custodians and third party service providers.

For federal income tax purposes, the Reorganization will be tax-free. Accordingly, no gain or loss will be recognized by the Fund or its shareholders as a result of the Reorganization, and the aggregate tax basis of the New Shares received by each Fund shareholder will be the same as the aggregate tax basis of the shareholder's Old Shares. At any time prior to the consummation of the Reorganization, a shareholder may redeem shares, likely resulting in recognition of gain or loss to such shareholder for federal income tax purposes. Prior to the

Reorganization, the Fund will realign its tax year with that of the Allianz Trust, which could result in the acceleration of distributions of taxable dividends to Fund shareholders.

As a condition to the Funds' obligation to consummate the Reorganization, the Funds will receive an opinion from Ropes & Gray LLP, counsel to the Allianz Trust and special counsel to the Nicholas-Applegate Trust, to the effect that, on the basis of the existing provisions of the Internal Revenue Code of 1986, as amended (the "Code"), current administrative rules, and court decisions, generally for federal income tax purposes, except as noted below: (i) the Reorganization will constitute a reorganization within the meaning of Section 368(a) of the Code, and the New Fund and the Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) under Section 1032 of the Code, no gain or loss will be recognized by the New Fund upon the receipt of the assets transferred to the New Fund pursuant to the Plan in exchange for the New Shares and the assumption by the New Fund of the liabilities of the Fund; (iii) under Section 362(b) of the Code, the tax basis in the hands of the New Fund of the assets transferred to it pursuant to the Plan will be the same as the tax basis of such assets in the hands of the Fund immediately prior to the transfer; (iv) under Section 1223(2) of the Code, the holding periods of those assets in the hands of the New Fund will include the periods during which such Assets were held by the Fund; (v) under Section 361 of the Code, no gain or loss will be recognized by the Fund upon the transfer of its assets to the New Fund pursuant to the Plan in exchange for the New Shares and the assumption by the New Fund of all liabilities of the Fund, or upon the distribution of the New Shares by the Fund to its shareholders in liquidation; (vi) under Section 354 of the Code, no gain or loss will be recognized by Fund shareholders upon the exchange of their Fund shares for New Shares; (vii) under Section 358 of the Code, the aggregate tax basis of the New Shares that the Fund shareholde rs receive in exchange for their Fund shares will be the same as the aggregate tax basis of the Fund shares exchanged therefor; (viii) under Section 1223(1) of the Code, a Fund shareholder's holding period for the New Shares received pursuant to the Plan will be determined by including the shareholder's holding period for the Fund shares exchanged for the New Shares, provided that the shareholder held the Fund shares as capital assets; and (ix) the New Fund will succeed to and take into account the items of the Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder (the "Tax Opinion"). The Tax Opinion may be based upon certain factual representations made by officers of the Nicholas-Applegate Trust and the Allianz Trust and customary assumptions and may be subject to certain qualifications. The Tax Opinion may also state that it is not a guarantee that the tax consequences of the transactio ns contemplated by the Plan will be as described in such opinion.

This description of the U.S. federal income tax consequences of the proposed Reorganization is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their own tax advisers as to the specific consequences to them of the proposed Reorganization, including the applicability and effect of state, local, non-U.S. and other tax laws.

The Board of Trustees of the Nicholas-Applegate Trust, including a majority of the Independent Trustees, approved the Reorganization at a meeting held on November 14, 2008. The Trustees of the Nicholas-Applegate Trust were represented by counsel independent of NACM and Allianz Global Fund Management throughout their deliberations.

In approving the Reorganization, the Trustees of the Nicholas-Applegate Trust determined that the Fund's participation in the proposed Reorganization would be in the best interests of the Fund and that the interests of the Fund's shareholders would not be diluted as a result of effecting the Reorganization. The principal factors considered by the Trustees in recommending that shareholders approve the Reorganization were as follows:

• The Trustees considered that the restructuring would allow the expansion of the institutional and retail distribution channels for the Fund because the Fund would offer, in addition to Institutional Class shares, Class A, Class C, Class D, Class P and Class R shares, potentially permitting the New Fund to increase its net assets and benefit from economies of scale.

• The Trustees considered the financial resources and stability of Allianz Global Fund Management.

• The Trustees also considered that the Reorganization would give shareholders broader exchange privileges among funds because the New Fund will be permitted to exchange into other series of the Allianz Trust, Allianz Funds (an affiliated trust consisting of equity funds) and PIMCO Funds (an affiliated trust consisting primarily of fixed income funds).

• The Trustees also considered that the investment objective, policies and strategies of the Fund are substantially identical to those of the New Fund and that the portfolio of the New Fund would be managed by the same NACM personnel and in accordance with the same investment strategies and techniques utilized in the management of the Fund's portfolio prior to the Reorganization. For these reasons, the Trustees believe that an investment in shares of the New Fund would provide shareholders with an investment opportunity substantially identical to that currently afforded by the Fund.

• The Trustees also took into consideration the various factors related to the proposed new investment management and sub-advisory arrangements for the Fund described in Parts II and III below, which are substantially identical to the arrangements that will be adopted by the New Fund.

• The Trustees also considered that the Fund's fee structure for administrative services would differ under the proposed arrangements. The Trustees noted that the Fund currently has a "unitary" administrative fee structure by which NACM, in its capacity as administrator, provides or procures administrative services for the Fund, and also bears the costs of most third-party administrative services required by the Fund, including audit, custodial, portfolio accounting, legal, transfer agency and printing costs, in return for a fixed annual administrative fee. The Trustees considered that in contrast, under the proposed arrangements, the Fund would receive certain of the administrative services it requires under its investment management agreement with AGIFM but would directly bear the costs of most third-party administrative services, which costs can be expected to vary over time. However, Trustees also considered that the Fund would no longer have a separate administrative services agreement or pay a separate administrative fee.

• The Trustees also considered that the New Fund's aggregate investment management fees and administrative expenses for Institutional Class shares of the New Fund are lower than the current gross aggregate advisory and administrative fees paid by Class I shares of the Fund. The Trustees also noted that the Fund has "fee offset" arrangements in place which reduce the Fund's operating expenses but, with respect to offsets arising from securities lending and interest on overnight cash balances, also cause the Fund to receive less income. The Trustees also noted that the New Fund will not have any such fee offset arrangements, and therefore the net annual operating expenses for Institutional Class (taking into effect such fee offset arrangements) of the New Fund will be higher than those of Class I shares of the Fund.

• The Trustees also considered that: (i) shareholders of the Fund will bear none of the expenses associated with the Reorganization (other than any brokerage costs, commissions, transfer taxes and similar expenses, and registration fees); and (ii) the Reorganization will permit Fund shareholders to keep their investment in an open-end mutual fund without recognition of gain or loss for federal income tax purposes.

Principal Differences Between the Legal Structures of the Allianz Trust and the Nicholas-Applegate Trust.

The Allianz Trust is an unincorporated voluntary association with transferable shares organized under the laws of the Commonwealth of Massachusetts (commonly referred to as a Massachusetts business trust) subject to the provisions of its Amended and Restated Agreement and Declaration of Trust (the "Allianz Trust Declaration") and its Amended and Restated Bylaws (the "Allianz Bylaws"). The Nicholas-Applegate Trust is a Delaware statutory trust organized under and subject to the Delaware Statutory Trust Act (the "Delaware Act"), the provisions of the Nicholas-Applegate Trust Declaration and its Amended and Restated By-Laws (the "Nicholas-Applegate Bylaws"). Though the Allianz Trust Declaration is governed by Massachusetts law, the Allianz Trust Declaration is not subject to any substantive Massachusetts statutory legal requirements because it is an unincorporated voluntary association. The provisions of the Allianz Trust Declarati on and the Allianz Bylaws differ in some respects from those of the Nicholas-Applegate Trust Declaration and the Nicholas-Applegate Bylaws, as interpreted under the Delaware Act. Shareholders may obtain a copy of the Allianz Trust Declaration

and the Allianz Bylaws without charge upon written request to the Nicholas-Applegate Trust. Shareholders should note the following principal differences between the Nicholas-Applegate Trust Declaration and Nicholas-Applegate Bylaws and applicable provisions of the Delaware Act, on the one hand, and the Allianz Trust Declaration and Allianz Bylaws and Massachusetts law, on the other hand:

• Under the Delaware Act, shareholder liability is limited, while under Massachusetts law, shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for the obligations of the trust although, as described below, the risk of a shareholder of a Massachusetts business trust incurring financial loss from shareholder liability will be limited to circumstances in which the disclaimer of such liability was inoperative and the trust was unable to meet its obligations. See "Shareholder Liability" below.

• There are no statutory rights of inspection with respect to the books and records of the Allianz Trust, while such rights exist with respect to the Nicholas-Applegate Trust. See "Rights of Inspection" below.

• Shareholders of the Nicholas-Applegate Trust generally have the right to vote with respect to the approval of any merger, consolidation or sale of assets of the Nicholas-Applegate Trust or any series thereof, while shareholders of the Allianz Trust have the right to vote on such transactions only if required by law or if the Trustees of the Allianz Trust determine that such a vote would be necessary or desirable. See "Shareholder Voting Requirements—Generally" below.

Shareholder Liability. The Delaware Act provides that the beneficial owners of a statutory trust are entitled to the same limitation of personal liability extended to stockholders of private corporations organized under the general corporation law of Delaware. The Nicholas-Applegate Trust Declaration and the Nicholas-Applegate Trust Bylaws provide for indemnification by the Fund and hold harmless each shareholder of the Fund from and against any claim or personal liability to which such shareholder becomes subject solely by reason of being or having been a shareholder of the Fund. Under Massachusetts law, shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Allianz Trust Declaration disclaims shareholder liability for acts or obligations of the Alli anz Trust and requires that notice of such disclaimer be given in each agreement, undertaking or obligation entered into or executed by the Allianz Trust. Like the Nicholas-Applegate Trust Declaration, the Allianz Trust Declaration provides for indemnification out of New Fund property for all loss and expense of any shareholder held personally liable for the obligations of the New Fund as a result of holding shares of the New Fund. Thus, the risk of a shareholder of the New Fund incurring financial loss from shareholder liability will be limited to circumstances in which such disclaimer was inoperative and the New Fund was unable to meet its obligations.

Rights of Inspection. Under the Delaware Act, each shareholder of the Nicholas-Applegate Trust has the right to inspect the records of the Nicholas-Applegate Trust to the extent provided for in the Nicholas-Applegate Trust's governing instrument. Under the Nicholas-Applegate Trust Declaration and Nicholas-Applegate Bylaws, holders of the Nicholas-Applegate Trust have the right to inspect the records of the Nicholas-Applegate Trust during normal business hours for any purpose not harmful to the Nicholas-Applegate Trust. Under the Allianz Trust Declaration and Allianz Bylaws, no holder of Allianz Trust shares has a right to inspect any account, book or document of the Allianz Trust except as conferred by law or authorized by the Trustees. As indicated above, the Allianz Trust Declaration is not subject to any substantive Massachusetts statutory legal r equirements under Massachusetts law; therefore, there are no statutory rights of inspection with respect to the Allianz Trust.

Trustees' Liability; Indemnification. The Delaware Act limits the liability of a Delaware statutory trust's trustees, beneficial shareholders or other person for monetary damages absent provisions to the contrary in the trust's governing documents. The Nicholas-Applegate Trust Declaration contains such a provision. Under the Nicholas-Applegate Trust Declaration and the Nicholas-Applegate Trust Bylaws, no trustee, officer, employee or agent of the Nicholas-Applegate Trust (when acting in such capacity) is subject to any personal liability to any person other than the Nicholas-Applegate Trust or its beneficial holders in connection with the property or the

affairs of the Nicholas-Applegate Trust. Furthermore, no trustee, officer, employee or agent of the Nicholas-Applegate Trust is liable to the Nicholas-Applegate Trust or its beneficial shareholders for any action or failure to act except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties. The Delaware Act also permits a Delaware statutory trust to include in its governing instrument a provision indemnifying any trustee, beneficial owner or other person from and against any and all claims. Under the terms of the Nicholas-Applegate Trust Declaration, the trust shall indemnify and advance expenses to its current and former trustees, officers, employees or agents against all liabilities and expenses reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding in which he or she may be involved by reason of being or having been a trustee, officer, employee or agent of the Nicholas-Applegate Trust. However, the Nicholas-Applegate Trust Declaration also provides that such trustee, officer, employee or agent shall not be entitled to indemnification in any matter as to which they have been adjudicated to have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of their duties. Furthermore, the Nicholas-Applegate Trust Declaration provides that, as to any matter disposed of by compromise payment, no indemnification for payment or other expense shall be provided unless there has been a determination that such trustee, officer, employee or agent did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office by a court or other body approving the settlement or other disposition or by a reasonable determination, based on a review of readily available facts, that he or she did not engage in such conduct by written opinion from independen t legal counsel approved by the trustees. The Nicholas-Applegate Trust Declaration further provides that any person entitled to indemnification may satisfy that right solely out of trust property. In addition, the Nicholas-Applegate Trust Declaration permits the Nicholas-Applegate Trust to make advance payments in connection with indemnification, provided that the indemnified party shall have given a written undertaking to reimburse the Nicholas-Applegate Trust in the event it is subsequently determined that he or she is not entitled to such indemnification.

The Allianz Trust Declaration provides for indemnification of the Allianz Trust's trustees and officers and the advancement of expenses to indemnitees to the maximum extent permitted under the 1940 Act. The Allianz Trust Declaration provides in general that a trustee, officer or other person acting under their direction is entitled to indemnification except with respect to any matter as to which such person shall have been finally adjudicated in any action, suit or other proceeding (a) not to have acted in good faith in the reasonable belief that such person's action was in or not opposed to the best interest of the Allianz Trust or (b) to be liable to the Allianz Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office. Under the 1940 Act, directors/trustees or officers may not be indemnified against any liability arising from their willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office. The Securities and Exchange Commission has indicated that a registered investment company may advance attorneys' fees or other expenses incurred by directors/trustees or officers in defending a proceeding upon his or her undertaking to repay the advance unless it is ultimately determined that he or she is entitled to indemnification. In addition, either (i) the indemnitee must provide security for such undertaking; (ii) the company must be insured against losses arising from lawful advances; or (iii) a majority of the disinterested non-party directors/trustees (or an independent legal counsel) must determine that there is reason to believe the indemnitee ultimately will be found entitled to indemnification.

Distributions. The Nicholas-Applegate Trust is not subject to any substantive Delaware statutory legal requirements with respect to dividends or distributions under Delaware law. However, the Nicholas-Applegate Trust Declaration provides that dividends and distributions to shareholders of a particular series or class may be paid on a pro rata basis, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any series or class, with such frequency as the trustees may determine and only from such of the income and capital gains, accrued or realized, from the trust property belonging to that series or allocable to that class after providing for actual and accrued liabilities. Furthermore, such dividends and distributions may be made in cash or in kind. The Allianz Trust Declaration contains substantially similar provisions and the Allianz Trust is not subject to any related substantive Massachusetts statutory legal requirements under Massachusetts law.

Certain Provisions of the Allianz Trust Declaration and Nicholas-Applegate Trust Declaration.

Certain differences between the Allianz Trust Declaration and the Nicholas-Applegate Trust Declaration relating to shareholder voting rights are summarized below:

Shareholder Voting Requirements—Generally. Under the Delaware Act and the Nicholas-Applegate Trust Declaration and Nicholas-Applegate Bylaws, shareholder voting rights with respect to the Nicholas-Applegate Trust are limited to only (i) the election of Trustees, (ii) the approval of investment advisory contracts, (iii) the termination of the Nicholas-Applegate Trust, (iv) the approval of any merger, consolidation or sale of assets of the Nicholas-Applegate Trust, or of any series or class thereof, (v) certain matters surrounding the incorporation of the Nicholas-Applegate Trust and (vi) such additional matters relating to the Nicholas-Applegate Trust as may be required by the 1940 Act, the Delaware Act or any other applicable law, and as and when the Trustees may consider necessary or desirable. The Allianz Trust Declaration states that sharehold ers shall have power to vote as is provided for in, and may hold meetings and take actions pursuant to, the provisions of the Allianz Bylaws. The Allianz Bylaws in turn provide details regarding the matters on which shareholders are entitled to vote, the size of the vote required for approval of each matter and the circumstances in which shareholders may call and hold meetings. Under the Allianz Bylaws, shareholders have the right to vote (i) for the election of Trustees, provided, however, that no meeting of shareholders is required to be called for the purpose of electing Trustees unless and until such time as fewer than a majority of the Trustees have been elected by the shareholders, (ii) with respect to any manager or sub-adviser to the extent required by the 1940 Act, (iii) with respect to the termination of the Allianz Trust or any series or class of shares (unless termination is effected by written notice from the Trustees), (iv) with respect to amendments to the Allianz Trust Declaration which may a dversely affect the rights of shareholders, (v) to the same extent as the shareholders of a Massachusetts business corporation, with respect to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Allianz Trust or its shareholders and (vi) with respect to such additional matters relating to the Allianz Trust as may be required by law, the Allianz Trust Declaration, the Allianz Bylaws or any registration of the Allianz Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Both the Nicholas-Applegate Trust Bylaws and the Allianz Bylaws may be amended by the Trustees without shareholder consent.

The Nicholas-Applegate Trust Declaration provides that the shareholders of all series and all classes shall vote together as a single class; provided, however, that as to any matter (i) with respect to which a separate vote of one or more series or classes thereof is required by the 1940 Act or the provisions of the instrument establishing and designating the series or class, such requirements as to a separate vote by such series or class thereof shall apply in lieu of the shareholders of all series and all classes thereof voting together; and (ii) as to any matter which affects only the interests of one or more particular series or classes thereof, only the shareholders of the one or more affected series or class shall be entitled to vote, and each such series or class shall vote as a separate class. Under the Nicholas-Applegate Trust Declaration, shareholders of one-third of the shares of the Nicholas-Applegate Trust (or class or series thereof) constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or other applicable law. If a quorum is present at a meeting, an affirmative vote by the shareholders holding more than 50% of the shares of the Nicholas-Applegate Trust (or class or series thereof) constitutes the action of the shareholders, unless otherwise required by the 1940 Act or other applicable law. The Nicholas-Applegate Trust Declaration provides that no amendment may be made thereto which would change any rights with respect to any shareholder's interest in the Nicholas-Applegate Trust by reducing the amount payable thereon upon liquidation, by repealing the limitations on personal liability of any shareholder or trustee, or by diminishing or eliminating any voting rights pertaining thereto, except pursuant to a written certification signed by a majority of the Trustees when authorized to do so by the vote of shareholders holding a majority of the shares (as defined in the 1940 Act) of the Nicholas-Applegate Trust.

Under the Allianz Bylaws, on any matter submitted to a vote of shareholders, all shares entitled to vote are voted by individual series, except when required by law, shares will be voted in the aggregate and not by individual series, or when the Trustees determine that only one or more particular series is affected by a matter under consideration, in which case only affected series vote. The Allianz Bylaws provide that (i) shareholder action, including the election of Trustees, is generally taken by a plurality of votes cast, and (ii) a quorum consists

of 30% of the shares entitled to vote. The Allianz Trust Declaration provides that any amendment thereto that adversely affects the rights of shareholders may be adopted only by an instrument in writing signed by a majority of the then Trustees of the Allianz Trust when authorized to do so by the vote of a majority of the shares entitled to vote. However, the Allianz Trust Declaration also provides that if fewer than all shareholders are affected by an amendment, only the vote of the shareholders of those series or classes affected by the amendment shall be required to vote on the amendment. Both the Allianz Bylaws and the Nicholas-Applegate Trust Declaration allow for action by written consent of shareholders.

Shareholder Voting Requirements—Extraordinary Actions. Under the Delaware Act, unless otherwise provided for in the governing instrument, a Delaware statutory trust cannot terminate, amend its charter, merge or consolidate unless approved by the affirmative vote of all of the trustees and beneficial owners of the statutory trust. The Nicholas-Applegate Trust Declaration requires the approval of a majority of the Trustees and either (i) an affirmative vote by the shareholders holding (a) more than 67% of the shares of the Nicholas-Applegate Trust (or class or series thereof) present or represented at a shareholders' meeting, provided that shareholders holding more than 50% of the shares of the Nicholas-Applegate Trust are present or represented by proxy at that meeting, or (b) more than 50% of the shares of the Nicholas-Applegate Trust (or class o r series thereof), or (ii) in writing without a meeting, consented to by the shareholders of not less than 50% of the shares of the Nicholas-Applegate Trust (or class or series thereof) in order to effect a merger or consolidation or sale of all or substantially all of the assets of the Nicholas-Applegate Trust, or any series or class thereof, as the case may be. The Nicholas-Applegate Trust Declaration provides that the Nicholas-Applegate Trust may be terminated (i) by the affirmative vote of shareholders holding two-thirds of the shares in the Nicholas-Applegate Trust, (ii) by a written certification signed by the majority of the Trustees and consented to by shareholders holding two-thirds of the shares in the Nicholas-Applegate Trust or (iii) by the Trustees upon written notice to the shareholders. The Nicholas-Applegate Trust Declaration provides that it may be amended, except as discussed above under "Shareholder Voting Requirements—Generally," by the written consent or vote of a majority of the Tr ustees.

Neither the Allianz Trust Declaration nor the Allianz Bylaws require any shareholder vote to approve extraordinary actions of the Allianz Trust. However, under the Allianz Bylaws, shareholders would be entitled to vote on such matters if the Allianz Trust's Trustees deem a shareholder vote to be necessary or desirable. There can be no assurance that the Allianz Trust's Trustees would reach a conclusion that it would be necessary or desirable for shareholders to approve or disapprove a merger where a series of the Allianz Trust was not the survivor in the future or that they would do so in all cases.

It is not expected that any of the Trustees of the Nicholas-Applegate Trust, which currently serve as the Trustees of the Fund, will serve on the Board of Trustees of the Allianz Trust. Accordingly, different Trustees will have ultimate responsibility for the oversight and management of the New Fund subsequent to the proposed Reorganization.

Approval of the proposed Reorganization requires the affirmative vote of the lesser of (i) more than 50% of the outstanding shares of the Fund or (ii) 67% or more of the shares of the Fund present at the Meeting if more than 50% of the outstanding shares of the Fund are represented at the Meeting in person or by proxy. In addition, Class I shares will vote separately as a class and the approval of the proposed Reorganization requires the affirmative vote of the lesser of (i) more than 50% of the outstanding Class I shares of the Fund or (ii) 67% or more of the Class I shares of the Fund present at the Meeting if more than 50% of the outstanding Class I shares of the Fund are represented at the Meeting in person or by proxy. A shareholder of the Fund objecting to the proposed Reorganization is not entitled under either the Delaware Act or the Nicholas-Applegate Trust Declaration to demand payment for, or an appraisal of, his or h er Fund shares if the Reorganization is consummated over his or her objection. Shareholders may, however, redeem their shares at any time prior to the Reorganization. If the Reorganization takes place, shareholders will still be free at any time to redeem their New Shares, for cash at net asset value at the time of such redemption, or to exchange their New Shares for Institutional Class shares of other funds offered as part of the Allianz Trust, Allianz Funds and PIMCO Funds family (subject to any restrictions set forth in the applicable prospectus), at net asset value at the time of such exchange.

If the proposed Reorganization is not approved by the shareholders or is not completed for any other reason, or if the Proposed Investment Management Agreement or the Proposed Sub-Advisory Agreement is not approved by shareholders (as discussed in Parts II and III of this Proxy Statement), the Fund will continue to be managed as a separate series of the Nicholas-Applegate Trust in accordance with its current investment objective and policies, and the Trustees of the Nicholas-Applegate Trust will consider such alternatives as may be in the best interests of the Fund and the shareholders.

THE BOARD OF TRUSTEES OF THE NICHOLAS-APPLEGATE TRUST RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE PROPOSED REORGANIZATION.

The Trustees of the Nicholas-Applegate Trust recommend that shareholders of the Fund approve a new Investment Management Agreement (the "Proposed Investment Management Agreement") between Allianz Global Fund Management and the Nicholas-Applegate Trust on behalf of the Fund. The Proposed Investment Management Agreement would replace the existing Advisory Agreement (the "Current Advisory Agreement") currently in effect between the Nicholas-Applegate Trust and NACM on behalf of the Fund and would take effect immediately before the closing of the Reorganization. By approving the Proposed Investment Management Agreement, and assuming that the Proposed Sub-Advisory Agreement discussed below in Part III is also approved, the Fund would adopt the same investment management arrangements as are currently in place for the Allianz Trust and which will be in place for the New Fund at the time of and following the Reorganization.

Description of Proposed Investment Management Agreement and Current Advisory Agreement.

The Proposed Investment Management Agreement and Current Advisory Agreement are described below. Because the Proposed Investment Management Agreement will be substantially identical to the New Fund's investment management agreement with Allianz Global Fund Management, the description of the Proposed Investment Management Agreement below, which is qualified in its entirety by reference to the form of Proposed Investment Management Agreement attached as Appendix B to this Proxy Statement, is also a description of the New Fund's investment management agreement. Additional information about Allianz Global Fund Management is set forth below under "IV. Other Information."

The Proposed Investment Management Agreement provides that, subject to the general supervision of the Trustees of the Nicholas-Applegate Trust, Allianz Global Fund Management would, either directly or through others engaged by it: (i) furnish continuously an investment program for the Fund and make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities or other investments and (ii) furnish office space and equipment, provide bookkeeping and clerical services (excluding determination of net asset value and shareholder accounting services) and pay all salaries, fees and expenses of officers and Trustees who are affiliated with Allianz Global Fund Management. In the performance of its duties, Allianz Global Fund Management would comply with the provisions of the Nicholas-Applegate Trust Declaration and Nicholas-Applegate Bylaws, each as amended from time to time, and the Fu nd's stated investment objectives, policies and restrictions.

The Proposed Investment Management Agreement provides that Allianz Global Fund Management may, at its expense and subject to its supervision, engage sub-advisers to render any or all of the investment advisory services that Allianz Global Fund Management would be obligated to provide under the agreement. A sub-adviser may in turn retain one or more investment advisers to render advisory services to the Fund. As described more fully in Part III of this Proxy Statement, it is proposed that Allianz Fund Management would retain NACM as sub-adviser to the Fund. It is not currently anticipated that NACM will retain an investment adviser.

The Proposed Investment Management Agreement provides that, unless sooner terminated in accordance with the agreement, it will continue in effect with respect to the Fund for a period of two years from its effective date and thereafter on an annual basis with respect to the Fund, provided such continuance is approved at least annually by the vote of a majority of the Independent Trustees of the Nicholas-Applegate Trust and either (a) by

the vote of a majority of the Board of Trustees of the Nicholas-Applegate Trust, or (b) by vote of a majority of the outstanding voting securities of the Fund. The Proposed Investment Management Agreement provides that it terminates automatically in the event of its assignment (as defined in the 1940 Act) by Allianz Global Fund Management. The Proposed Investment Management Agreement provides that it may not be materially amended with respect to the Fund without a majority vote of the outstanding voting securities of the Fund.

The Proposed Investment Management Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by the Nicholas-Applegate Trust by vote of a majority of the Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund, on 60 days' written notice to Allianz Global Fund Management, or by Allianz Global Fund Management at any time, without the payment of any penalty, upon 60 days' written notice to the Nicholas-Applegate Trust.

The Proposed Investment Management Agreement provides that Allianz Global Fund Management shall not be subject to any liability arising out of any services rendered by it under the agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties under the agreement.

Pursuant to the Current Advisory Agreement, dated January 31, 2001, as amended by letter agreement from time to time, NACM currently provides or arranges to provide investment advisory services to the Fund, subject to the control and supervision of the Trustees of the Nicholas-Applegate Trust. The Current Advisory Agreement was last approved by the Board of Trustees of the Nicholas-Applegate Trust, on behalf of the Fund, on November 14, 2008 and was last approved by the Fund's sole initial shareholder as of May 6, 1999 in connection with the commencement of Fund operations.

Material Differences between the Proposed Investment Management Agreement and the Current Advisory Agreement.

Except as described below, the Proposed Investment Management Agreement is similar to the Current Advisory Agreement. The material differences are as follows:

(a) Advisory Services and Service Provider. Under the Current Advisory Agreement, NACM is responsible for providing or arranging to provide portfolio management services for the Fund. Under the Current Advisory Agreement, NACM provides portfolio management services itself. Under the Proposed Investment Management Agreement, Allianz Global Fund Management would be responsible for providing or arranging to provide portfolio management services on behalf of the Fund. As discussed in Part III below, it is proposed that Allianz Global Fund Management would retain NACM as sub-adviser to provide day-to-day portfolio management services to the Fund.

(b) Retention of Sub-sub-advisers. The Proposed Investment Management Agreement provides for the possible retention of investment advisers by a sub-adviser, which the Current Advisory Agreement does not. It is not currently anticipated that NACM as sub-adviser would retain an investment adviser under the proposed arrangements.

The Fund pays for the administrative services it requires under what is essentially an "all in" or "unitary" fee structure. Pursuant to the Administration Agreement between NACM and the Nicholas-Applegate Trust (the "Current Administration Agreement"), shareholders of the Fund pay an administrative fee to NACM computed as a percentage of the Fund's assets attributable to each class of shares. NACM, in its capacity as administrator, provides or procures administrative services for the Fund and also bears the costs of most third-party administrative services required by the Fund, including audit, custodial, portfolio accounting, legal, transfer agency and printing costs. The administrative fees paid to NACM may exceed the related costs. Generally, this may not be the case for relatively small funds, but the excess of the fee over costs may increase as the funds grow

in asset size. The Fund does bear other expenses which are not covered under the administrative fee which may vary and affect the total level of expenses paid by shareholders, such as brokerage fees, commissions and other transaction expenses, costs of borrowing money, including interest expenses, extraordinary expenses (such as litigation and indemnification expenses) and fees and expenses of the Independent Trustees and their counsel.

The administrative service arrangements under the Proposed Investment Management Agreement and for the New Fund will differ from the Fund's current administrative service arrangements described above. Pursuant to the proposed new arrangements, the Fund would obtain essentially the same services pursuant to (i) the Investment Management Agreement with Allianz Global Fund Management (discussed above) pursuant to which Allianz Global Fund Management would provide or procure both advisory and certain administrative services for the Fund and (ii) separate arrangements between the Fund and third-party service providers, whereby the Fund would pay directly for the third-party administrative services it requires, including audit, custodial, portfolio accounting, legal, transfer agency and printing costs. These third-party administrative expenses are likely to vary over time (e.g., due to changes in the cost of third-party services and/o r changing expense ratios due to increases or declines in the Fund's net assets), in contrast to the essentially fixed fee rate the Fund currently pays for these third-party administrative services under its Current Administration Agreement.

The Current Advisory Agreement and the Current Administration Agreement are together referred to as the "Current Management Contracts."

The following compares the compensation payable by the Fund under the Current Advisory Agreement with that payable under the Proposed Investment Management Agreement. Shareholders should note that, because the Proposed Investment Management Agreement would take effect immediately before the Reorganization and would remain in effect only until the Reorganization, the compensation to be paid by the Fund under the Proposed Investment Management Agreement, if any, is expected to be nominal.

The following table sets forth the compensation payable to NACM under the Current Advisory Agreement and to Allianz Global Fund Management under the Proposed Investment Management Agreement. Fees under the agreements are payable at the following annual rates expressed as a percentage of the average daily net asset value of the Fund:

During the fiscal year ended March 31, 2008, the Fund paid to NACM under the Current Advisory Agreement fees in the aggregate amount of $194,196. Because the management fee rate would be 0.35% higher under the Proposed Investment Management Agreement, the Fund would have paid $330,133 under the Proposed Investment Management Agreement had it been in effect during such period.

For a comparison of the various costs and expenses of the Fund that would be borne directly or indirectly by shareholders under the Current Management Contracts and under the Proposed Investment Management Agreement as well as the fees and expenses that will be payable under the New Fund's investment management arrangements, please see "I. Approval of Agreement and Plan of Reorganization—Comparison of Fees and Expenses."

The Board of Trustees of the Nicholas-Applegate Trust considered the Proposed Investment Management Agreement and the Proposed Sub-Advisory Agreement (defined below under "III. Approval of Proposed Sub-Advisory Agreement") at a meeting of the Board of Trustees held on November 14, 2008. In approving the Proposed Investment Management Agreement and Proposed Sub-Advisory Agreement, the Board of Trustees of

the Nicholas-Applegate Trust, including the Independent Trustees, evaluated information provided by NACM and Allianz Global Fund Management which, in the Trustees' opinion, was reasonably necessary for the Board of Trustees to form a judgment as to whether the Proposed Investment Management Agreement and Proposed Sub-Advisory Agreement would be in the best interests of the Fund and its shareholders. In approving the Proposed Investment Management Agreement and Proposed Sub-Advisory Agreement, the Board of Trustees took into account all factors which they deemed relevant, including the following:

• The nature, extent and quality of the portfolio management and administrative services furnished by NACM to the Fund and by Allianz Global Fund Management in its current capacity as manager to the Allianz Trust. In this regard, the Trustees considered Allianz Global Fund Management's and NACM's ability to retain and attract capable personnel; that the portfolio management services to be provided pursuant to the Proposed Investment Management Agreement and Proposed Sub-Advisory Agreement would, except as described herein, be provided on terms and conditions substantially similar to those of the Current Advisory Agreement; and that the same NACM personnel who manage the Fund's portfolio under the Current Advisory Agreement would manage the Fund's portfolio under the Proposed Investment Management Agreement and Proposed Sub-Advisory Agreement.

• The recent investment performance of the Fund. They noted that Class I shares of the Fund had achieved a 23.76% return for calendar year 2007, and had achieved a 11.90% annualized return before taxes since its inception.

• The management fees and other expenses that would be paid by the Fund under the proposed arrangements. The Trustees noted that, as the expense tables under "I. Approval of Agreement and Plan of Reorganization—Comparison of Fees and Expenses" above demonstrate, while the management fee rate would be higher under the proposed arrangements, the separate administrative fees and expenses associated with those arrangements would be lower, resulting in lower Fund Net Annual Operating Expenses (although, as noted in the table, under the proposed arrangements the Fund will no longer benefit from certain expense offsets associated with the Current Management Contracts and will pay a higher rate of annual operating expenses if such offsets are taken into account). The Trustees also took into account information they had received during their annual review of the Nicholas-Applegate Trust's investment advisory arrangem ents, which had indicated that the management fee rate under the Current Advisory Agreement (which is lower than the management fee rate under the Proposed Investment Management Agreement) was below the median of that of a comparable group of funds.

• The Trustees also noted that, because the Proposed Investment Management Agreement and the Proposed Sub-Advisory Agreement would take effect immediately before the Reorganization (after which Allianz Global Fund Management and NACM would no longer provide services under the Proposed Investment Management Agreement and the Proposed Sub-Advisory Agreement), the cost to Allianz Global Fund Management and NACM of providing services under the Proposed Investment Management Agreement and the Proposed Sub-Advisory Agreement was expected to be nominal. Similarly, because Allianz Global Fund Management and NACM were not expected to receive fees under the Proposed Investment Management Agreement and the Proposed Sub-Advisory Agreement, the Trustees did not consider the profitability to Allianz Global Fund Management and NACM of the Proposed Investment Management Agreement and the Proposed Sub-Advisory Agreement. However, the Trustees also noted that the Reorganization would only occur if the Proposed Investment Management Agreement and Proposed Sub-Advisory Agreement were approved by the Fund's shareholders, and that the Reorganization could result in increased assets under management (thus increasing revenues) for Allianz Global Fund Management and NACM.

• The Trustees noted that, because the Reorganization would not occur unless the Proposed Investment Management Agreement and the Proposed Sub-Advisory Agreement were also approved, in approving the Proposed Investment Management Agreement and the Proposed Sub-Advisory Agreement they were in effect also approving the Reorganization. Because of that, in considering the Proposed Investment Management Agreement the Trustees also considered the factors discussed above under "I. Approval of

Agreement and Plan of Reorganization—Basis for the Trustees' Recommendations and Trustees' Considerations."

After considering these and other relevant factors, the Trustees determined that they supported the approval of the Proposed Investment Management Agreement and Proposed Sub-Advisory Agreement.

Approval of the Proposed Investment Management Agreement with respect to the Fund requires the affirmative vote of a "majority of the outstanding voting securities" of the Fund, which means the affirmative vote of the lesser of (i) more than 50% of the outstanding shares of the Fund, or (ii) 67% or more of the shares of the Fund present at the Meeting if more than 50% of the Fund's outstanding shares are present at the Meeting in person or by proxy.

If the shareholders do not approve the Proposed Investment Management Agreement, or approve the Proposed Investment Management Agreement and do not approve the Proposed Sub-Advisory Agreement described in Part III of this Proxy Statement, or do not approve the Reorganization described in Part I of this Proxy Statement, the Fund's Current Management Contracts will remain in effect.

THE BOARD OF TRUSTEES OF THE NICHOLAS-APPLEGATE TRUST RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE PROPOSED INVESTMENT MANAGEMENT AGREEMENT.

The Trustees of the Nicholas-Applegate Trust recommend that the shareholders of the Fund approve a new portfolio management agreement between Allianz Global Fund Management and NACM (the "Proposed Sub-Advisory Agreement") pursuant to which NACM would serve as sub-adviser for the Fund. The Proposed Sub-Advisory Agreement would take effect immediately before the closing of the Reorganization. NACM's fees under the Proposed Sub-Advisory Agreement would be paid exclusively by Allianz Global Fund Management and not directly by the Fund or its shareholders.

The Proposed Sub-Advisory Agreement is described below. Because the Proposed Sub-Advisory Agreement will be substantially identical to the New Fund's sub-advisory agreement between Allianz Global Fund Management and NACM, the description of the Proposed Sub-Advisory Agreement below, which is qualified in its entirety by reference to the form of Proposed Sub-Advisory Agreement attached as Appendix C to this Proxy Statement, is also a description of the New Fund's sub-advisory agreement.

The Proposed Sub-Advisory Agreement provides that, subject to the general supervision of the Trustees of the Nicholas-Applegate Trust and Allianz Global Fund Management, NACM shall provide a continuous investment program for the Fund and make investment decisions on behalf of the Funds and place all orders for the purchase and sale of portfolio securities or other investments. NACM would provide such services in accordance with the Fund's investment objective, investment policies and investment restrictions as stated in the registration statement of the Nicholas-Applegate Trust filed with the Securities and Exchange Commission, as supplemented and amended from time to time.

The Proposed Sub-Advisory Agreement provides that it will, unless sooner terminated in accordance with the agreement, continue in effect with respect to the Fund for a period of two years from its effective date and thereafter on an annual basis with respect to the Fund provided such continuance is approved at least annually by the vote of a majority of the Independent Trustees of the Nicholas-Applegate Trust and either (a) by the vote of a majority of the Board of Trustees of the Nicholas-Applegate Trust, or (b) by vote of a majority of the outstanding voting securities of the Fund. The Proposed Sub-Advisory Agreement provides that it may not be materially amended without a majority vote of the outstanding voting securities of the Fund and that it terminates automatically in the event of its assignment (as defined in the 1940 Act).

The Proposed Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, (a) by the Nicholas-Applegate Trust by vote of a majority of the Board of Trustees, or, with respect to the Fund, by vote of a majority of the outstanding voting securities of the Fund, upon 60 days' written notice to Allianz Global Fund Management and NACM, (b) by Allianz Global Fund Management upon 60 days' written notice to NACM, or (c) by NACM upon 60 days' written notice to Allianz Global Fund Management.

The Proposed Sub-Advisory Agreement provides that, except as required by applicable law, NACM and its affiliates and controlling persons shall not be liable for any act or omission connected with or arising out of any services rendered under the agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of reckless disregard of NACM's obligations and duties under the agreement. In addition, the Proposed Sub-Advisory Agreement provides that each of Allianz Global Fund Management and NACM shall indemnify the other party and its affiliates and controlling persons for liability incurred by such party arising out of the indemnifying party's responsibilities to the Nicholas-Applegate Trust, based on (a) the misfeasance, malfeasance or nonfeasance of the indemnifying party or its employees, representatives, affiliates or persons acting on its behalf or (b) material inaccuracies or omissions in the registration statement of the Nicholas-Applegate Trust made in reliance on information furnished by the indemnifying party, except that these indemnification provisions shall not be deemed to protect any person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his or her duties, or by reason of his or reckless disregard of obligations and duties under the Proposed Sub-Advisory Agreement.

Under the Proposed Sub-Advisory Agreement, a fee equal to 0.50% of the average daily net asset value of the Fund is payable to NACM on an annual basis. This fee is paid exclusively by Allianz Global Fund Management and not directly by the shareholders of the Fund.

The Trustees considered the Proposed Sub-Advisory Agreement at the same time they considered the Proposed Investment Management Agreement. Please see "II. Approval of Proposed Investment Management Agreement—Basis for the Board of Trustees' Recommendation" for a discussion of the factors considered by the Board in approving the Proposed Sub-Advisory Agreement.

Approval of the Proposed Sub-Advisory Agreement with respect to the Fund requires the affirmative vote of a "majority of the outstanding voting securities" of the Fund, which means the affirmative vote of the lesser of (i) more than 50% of the outstanding shares of the Fund or (ii) 67% or more of the shares of the Fund present at the Meeting if more than 50% of the outstanding shares of the Fund are represented at the Meeting in person or by proxy.

If the shareholders do not approve the Proposed Sub-Advisory Agreement, or approve the Proposed Sub-Advisory Agreement and do not approve the Proposed Investment Management Agreement described in Part II of this Proxy Statement or the Reorganization described in Part I, the Fund's Current Management Contracts will remain in effect.

THE BOARD OF TRUSTEES OF THE NICHOLAS-APPLEGATE TRUST HAS RECOMMENDED THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT.

The following section provides additional information about the Allianz Trust and certain of its service providers, the NACM Trust and certain of its service providers, additional information about the Meeting and other information which shareholders may find relevant to their consideration of the Proposals.

The Allianz Trust is a Massachusetts business trust registered as an investment company under the 1940 Act. The Allianz Trust was organized on January 10, 2008. The principal executive offices of the Allianz Trust are located at 1345 Avenue of the Americas, New York, NY 10105, telephone: 888-852-3922. The Allianz Trust currently offers six series with net assets of approximately $215.7 million as of September 30, 2008.

The business of the Allianz Trust is managed under the direction of a Board of Trustees (the "Allianz Board of Trustees"). The Trustees and executive officers of the Allianz Trust, their dates of birth, and a description of their principal occupations during the past five years are listed below. Except as shown, each Trustee's and officer's principal occupation and business experience for the last five years have been with the employer(s) indicated, although in some cases the Trustee may have held different positions with such employer(s). Unless otherwise indicated, the business address of the persons listed below is 1345 Avenue of the Americas, New York, NY 10105.

The following Trustees and officers will be responsible for the governance, oversight and management of the Allianz Trust and the New Fund:

* Independent Trustees" are those Trustees who are not "Interested Persons" (as defined in Section 2(a)(19) of the 1940 Act), and "Interested Trustees" are those Trustees who are "Interested Persons" of the Funds.

** Mr. Maney is an "interested person" of the Fund due to his affiliation with Allianz Global Investors of America L.P. In addition to Mr. Maney's positions set forth in the table above, he holds the following positions with affiliated persons: Management Board, Managing Director and Chief Operating Officer of

Allianz Global Investors of America L.P., Allianz Global Investors of America LLC and Allianz-Pac Life Partners LLC; Member—Board of Directors and Chief Operating Officer of Allianz Global Investors of America Holdings Inc. and Oppenheimer Group, Inc.; Managing Director and Chief Operating Officer of Allianz Global Investors NY Holdings LLC; Management Board and Managing Director of Allianz Global Investors U.S. Holding LLC; Managing Director and Chief Financial Officer of Allianz Hedge Fund Partners Holding L.P.; Managing Director and Chief Operating Officer of Allianz Global Investors U.S. Retail LLC; Member—Board of Directors and Managing Director of Allianz Global Investors Advertising Agency Inc.; Compensation Committee of NFJ Investment Group L.P.; Management Board of Allianz Global Investors Fund Management LLC, Allianz Global Investors Managed Partners LLC, Nicholas-Applegate Holdings LLC and OpCap Advisors LLC ; Member—Board of Directors of NFJ Management Inc. and PIMCO Global Advisors (Resources) Limited; and Executive Vice President of PIMCO Japan Ltd.

* The term "Fund Complex" as used herein includes each Fund of the Trust and the following registered investment companies: each series of Allianz Funds, each series of PIMCO Funds, PIMCO Global Advisors (Ireland) Limited, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PIMCO Municipal Advantage Fund Inc., PIMCO Corporate Income Fund, PIMCO Corporate Opportunity Fund, PIMCO High Income Fund, Nicholas-Applegate Convertible & Income Fund, Nicholas-Applegate Convertible & Income Fund II, PIMCO Floating Rate Income Fund, PIMCO Floating Rate Strategy Fund, NFJ Dividend, Interest and Premium Strategy Fund, Nicholas-Applegate In ternational and Premium Strategy Fund, PIMCO Global StocksPLUS & Income Fund, Nicholas-Applegate Equity & Convertible Income Fund, Nicholas-Applegate Global Equity & Convertible Income Fund, PCM Fund Inc., PIMCO Income Opportunity Fund, each series of Premier VIT, PIMCO Strategic Global Government Fund, Inc., each series of PIMCO Funds: Global Investors Series plc, each series of PIMCO Private Account Portfolio Series, each series of Fixed Income SHares, each series of OCC Cash Reserves, Inc., each series of OCC Accumulation Trust, each series of USAllianz Variable Insurance Products Trust and registered investment companies advised by RCM Capital Management LLC and Nicholas-Applegate Capital Management LLC.

Organized in 2000, Allianz Global Fund Management provides investment management and advisory services to open and closed-end mutual funds. As described in more detail below, Allianz Global Fund Management and its investment management affiliates had approximately $825.8 billion in assets under management as of September 30, 2008. Allianz Global Fund Management's address is 1345 Avenue of the Americas, New York, New York 10105.

Allianz Global Fund Management is a wholly-owned indirect subsidiary of Allianz Global Investors of America L.P. ("AGI"). AGI was organized as a limited partnership under Delaware law in 1987. AGI's sole general partner is Allianz-Paclife Partners LLC. Allianz-Paclife Partners LLC is a Delaware limited liability company whose sole member is Allianz Global Investors U.S. Holding LLC, a Delaware limited liability company. The sole member of Allianz Global Investors U.S. Holding LLC is Allianz Global Investors of America LLC. Allianz Global Investors of America LLC has two members, Allianz of America, Inc. ("Allianz of America"), a Delaware corporation which owns a 99.9% non-managing interest, and Allianz Global Investors of America Holdings Inc., a Delaware corporation which owns a 0.1% managing interest. Allianz of America is a wholly-owned subsidiary of Allianz SE. Allianz Global Investors of America Holdings Inc. is a wholly-ow ned subsidiary of Allianz Global Investors Aktiengesellschaft, which is an indirect subsidiary of Allianz SE. Allianz SE indirectly holds a controlling interest in AGI. Allianz SE is a European-based, multinational insurance and financial services holding company. The address for AGI, Allianz-Paclife Partners LLC, Allianz Global Investors U.S. Holding LLC, Allianz Global Investors of America LLC and Allianz Global Investors of America Holding Inc. is 680 Newport Center Drive, Suite 250, Newport Beach, California 92660. The address for Allianz Global Investors Aktiengesellschaft is Nymphenburger Strasse 112-116, 80636 Munich, Germany. Allianz SE's address is Koeniginstrasse 28, D-80802, Munich, Germany.

The general partner of Allianz has substantially delegated its management and control of Allianz to an Executive Committee.

The table below contains the business histories of the members of the Management Board of Allianz Global Fund Management. In addition to the individuals contained in the chart below, E. Blake Moore, Jr. and John C. Maney are also members of the Management Board. Information relating to Messrs. Moore and Maney is contained above under "Other Information—The Allianz Trust". Unless otherwise indicated, the address of each person listed below is 1345 Avenue of the Americas, New York, New York 10105.

Allianz Global Fund Management provides investment advisory services to other mutual funds, the investment objective of which might be deemed to be similar to that of the Fund. Information with respect to such other mutual funds is set forth in the table below.

NACM provides investment advisory services to other mutual funds, the investment objective of which might be deemed similar to that of the Fund. Information with respect to such other mutual funds is set forth in the table below.

Allianz Global Investors Distributors LLC ("AGID") provides mutual fund distribution services to registered investment companies and is the distributor for the Allianz Trust. AGID is an indirect subsidiary of AGI and an affiliate of Allianz Global Fund Management. AGID, located at 1345 Avenue of the Americas, New York, New York 10105, is a broker-dealer registered with the Securities and Exchange Commission.

Pursuant to a custodian agreement, State Street Bank & Trust Co. ("State Street"), 801 Pennsylvania Avenue, Kansas City, Missouri 64105, serves as custodian for assets of all funds of the Allianz Trust, including foreign securities. Under the custodian agreement, State Street may hold foreign securities at its principal offices and its branches, and subject to approval by the Allianz Trust's Board of Trustees, at a foreign branch of a qualified U.S. bank, with an eligible foreign subcustodian, or with an eligible foreign securities depository.

Prior to the Reorganization, the initial shareholder of the New Fund will approve a proposal permitting Allianz Global Fund Management to enter into new or amended sub-advisory agreements with one or more sub-advisers with respect to the New Fund without obtaining shareholder approval of such agreements, subject to the conditions of an exemptive order granted by the Securities and Exchange Commission (the "Exemptive Order") with respect to certain other open-end funds within the Allianz family of funds. One of the conditions requires the Board of Trustees to approve any such agreement. Currently the Exemptive Order does not apply to the Allianz Trust. However, the Trust and the Manager may seek further exemptive or no-action relief in order to permit the Trust to rely on the terms of the Exemptive Order. If the Trust becomes able to rely on the terms of t he Exemptive Order, subject to the ultimate responsibility of the Allianz Trust's Board of Trustees, Allianz Global Fund Management would have responsibility to oversee any sub-advisers and to recommend their hiring, termination and replacement.

NACM currently serves as the investment adviser to the Nicholas-Applegate Trust and the Fund and is proposed to serve as sub-adviser to the New Fund. NACM is an investment management firm organized as a Delaware limited liability company (formerly a California limited partnership). Founded in 1984, as of September 30, 2008 NACM managed approximately $11.2 billion in discretionary assets for numerous clients, including employee benefit plans, corporations, public retirement systems and unions, university endowments, foundations, and other institutional investors and individuals. NACM is located at 600 West Broadway, San Diego, California 92101.

NACM is a wholly owned subsidiary of Nicholas-Applegate Holdings LLC ("NACM Holdings"). NACM Holdings is a wholly-owned subsidiary of Allianz Global Investors Management Partners LLC, which in turn is a wholly owned subsidiary of AGI.

The following table lists information regarding the principal executive officers and functional equivalents of directors of NACM. The address of each person listed below is 600 West Broadway, San Diego, California 92101.

The names of each officer and Trustee of the Nicholas-Applegate Trust (and his or her position with the Nicholas-Applegate Trust) who is an officer, employee, trustee, general partner or shareholder of NACM are: Horacio A. Valeiras (President), Charles H. Field (Secretary and Chief Compliance Officer) and Deborah A. Wussow (Treasurer and Assistant Secretary).

By virtue of their respective positions with NACM, each of these persons may be deemed to have a substantial interest in the matters set forth in Parts I, II and III of this Proxy Statement.

Nicholas Applegate Securities LLC ("NAS" or the "Distributor") is the principal underwriter and distributor for the Nicholas-Applegate Trust and, in such capacity, is responsible for distributing shares of the Fund. NAS is a Delaware limited liability company (formerly a California limited partnership) organized in 1992 to distribute shares of registered investment companies. NAS is located at 600 West Broadway, 29th Floor, San Diego, California 92101.

NAS does not act as a principal underwriter, depositor or investment adviser to any investment company other than the Nicholas-Applegate Trust. NAS is a wholly owned subsidiary of NACM Holdings and an affiliate of the Fund's investment adviser.

In September 2004, Allianz Global Fund Management, PEA Capital LLC ("PEA") and AGID settled a regulatory action with the SEC that alleged violations of various antifraud provisions of the federal securities laws in connection with an alleged market timing arrangement involving trading of shares of certain open-end funds not in the Allianz Trust and advised by the Manager. PEA, AGID and AGI reached a settlement relating to the same subject matter with the Attorney General of the State of New Jersey in June 2004. AGI, Allianz Global Fund Management, PEA and AGID paid a total of $68 million to the SEC and New Jersey to settle the claims related to market timing. In addition to monetary payments, the settling parties agreed to undertake certain corporate governance, compliance and disclosure reforms related to market timing, and consented to cease and desist orders and censures. The settling parties did not admit or deny the finding s in these settlements. None of these settlements alleged that any inappropriate activity took place with respect to the Fund. Subsequent to these events, PEA deregistered as an investment adviser and dissolved.

Since February 2004, Allianz Global Fund Management, AGID and certain of their affiliates and employees, certain affiliated investment companies, and certain current and former trustees of the above-referenced Allianz funds have been named as defendants in eleven lawsuits filed in various jurisdictions, which have been transferred to and consolidated for pre-trial proceedings in a multi-district litigation proceeding in the U.S. District Court for the District of Maryland. The lawsuits generally relate to the same allegations that are the subject of the regulatory proceedings discussed above. The lawsuits seek, among other things, unspecified compensatory damages plus interest and, in some cases, punitive damages, the rescission of investment advisory contracts, the return of fees paid under those contracts, restitution and waiver of or return of certain sales charges paid by fund shareholders.

It is possible that these matters and/or other developments resulting from these matters could result in increased Allianz Trust redemptions or other adverse consequences to the series of the Allianz Trust. However, Allianz Global Fund Management, the Sub-Advisers and AGID believe that these matters are not likely to have a material adverse effect on the Allianz Trust or on Allianz Global Fund Management's, the Sub-Advisers' or AGID's ability to perform their respective investment advisory or distribution services relating to the Allianz Trust.

BBH is the Custodian, Fund Accounting and Administrator Agent for the Nicholas-Applegate Trust. BBH is a New York limited partnership established in 1818, whose principal offices are located at 40 Water Street, Boston, Massachusetts 02109.

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017, presently serves as the independent registered public accounting firm for each series of the Allianz Trust, including the New Fund. PricewaterhouseCoopers LLP, 350 South Grand Avenue, 49th Floor, Los Angeles, California 90071, presently serves as the independent registered public accounting firm for each series of the Nicholas-Applegate Trust, including the Fund. Shareholders of the Fund are not being asked to approve or ratify the selection of independent registered public accounting firms.

Investment decisions for the Fund and the New Fund and for other investment advisory clients of NACM and its affiliates are made with a view to achieving the client's investment objectives. Although NACM is affiliated with Allianz Global Fund Management and its other subsidiaries, NACM is expected to operate independently in providing services to its respective clients. Investment decisions made by NACM are the product of many factors in addition to basic suitability for the particular clients involved. Thus, for example, a particular security may be bought or sold for certain clients of NACM, even though it could have been bought or sold for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. In some instances, one client may sell a particular security to another client. It also happens that two or more clients may simulta neously purchase or sell the same security, in which event each day's transactions in such security are, insofar as possible, averaged as to price and allocated between such clients in a manner which in the opinion of NACM is equitable to each client and in accordance with the total amount of such security being purchased or sold by each. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients.

When NACM places orders for the purchase and sale of portfolio securities, options and futures contracts and buys and sells such securities, options and futures for the Fund, it is anticipated that such transactions will be effected through a substantial number of brokers and dealers. In so doing, NACM intends to use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions as described below. In seeking the most favorable price and execution, NACM, having in mind the Fund's best interests, considers all factors it deems relevant, including, by way of illustration, the price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transactions taking into account market prices and trends, the reputation,

experience and financial stability of the broker-dealer involved and the quality of service rendered by the broker-dealer in other transactions.

NACM will place orders for the purchase and sale of portfolio investments for the Fund's account with brokers or dealers selected by it in its discretion. In effecting purchases and sales of portfolio securities for the account of the Fund, NACM will seek the best price and execution of the Fund's orders. In doing so, the Fund may pay higher commission rates than the lowest available when NACM believes it is reasonable to do so in light of the value of the brokerage and research services provided by the broker effecting the transaction, as discussed below. Although the Fund may use a broker-dealer that sells Fund shares to effect transactions for the Fund's portfolio, the Fund and NACM will not consider the sale of Fund shares as a factor when selecting broker-dealers to execute those transactions.

It has for many years been a common practice in the investment advisory business for advisers of investment companies and other institutional investors to receive research and brokerage products and services (together "services") from broker-dealers that execute portfolio transactions for the clients of such advisers. Consistent with this practice, NACM may receive services from many of the broker-dealers with which NACM may place the Fund's portfolio transactions. These services, which in some cases may also be purchased for cash, may include, among other things, such items as general economic and security market reviews, industry and company reviews, evaluations of securities, recommendations as to the purchase and sale of securities and services related to the execution of securities transactions. The advisory fees paid by the Fund is not reduced because NACM receives such services even though the receipt of such services rel ieves NACM from expenses it might otherwise bear. Research and brokerage services provided by broker-dealers chosen by NACM to place the Fund's portfolio transactions may be useful to NACM in providing services to NACM's other clients, although not all of these services may be necessarily useful and of value to NACM in managing the Fund. Conversely, research and brokerage services provided to NACM by broker-dealers in connection with trades executed on behalf of other clients of NACM may be useful to NACM in managing the Fund, although not all of these services may be necessarily useful and of value to NACM in managing such other clients.

In reliance on the "safe harbor" provided by Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), NACM may cause the Fund to pay a broker-dealer that provides "brokerage and research services" (as defined for purposes of Section 28(e)) to NACM an amount of commission for effecting a securities transaction for the Fund in excess of the commission that another broker-dealer would have charged for effecting the transaction if NACM determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the broker-dealer viewed in terms of either a particular transaction or the Adviser's overall responsibilities to the advisory accounts for which NACM exercises investment discretion.

During the fiscal year ended March 31, 2008, the Fund paid $142,792 in brokerage commissions.

As discussed above, NACM is an indirect wholly owned subsidiary of AGI, which in turn is an indirect majority owned subsidiary of Allianz SE. Certain broker-dealers, including Dresdner Kleinwort Wasserstein Securities LLC, may also be affiliates of NACM and Allianz Global Fund Management (collectively, the "Affiliated Brokers"). NACM believes that it is in the best interests of the Fund and the New Fund to have the ability to execute brokerage transactions, when appropriate, through the Affiliated Brokers. Accordingly, NACM reserves the right to execute brokerage transactions on behalf of the Fund and the New Fund through the Affiliated Brokers, when appropriate and to the extent consistent with applicable laws and regulations. In all such cases, the Affiliated Brokers will act as agent for the relevant fund, and NACM will not enter into any transaction on behalf of a Fund in which an Affiliated Broker is acting as principal for its own account. In connection with such agency transactions, the Affiliated Brokers will receive compensation in the form of brokerage commissions separate from management fees paid to Allianz Global Fund Management or NACM's sub-advisory fee. NACM's policy is that such commissions must be reasonable and fair when compared to the commissions received by other brokers in connection with comparable transactions involving similar securities. For the fiscal year ended March 31, 2008, no commissions were paid to Affiliated Brokers by the Fund.

All legal and accounting fees and expenses, printing and other fees and expenses incurred in connection with this Proxy Statement and the consummation of the transactions contemplated by the Plan will be paid for by Allianz Global Fund Management; provided, however, that each of the Fund and the New Fund will bear registration fees, brokerage commissions, dealer mark-ups, transfer taxes and similar expenses, if any, incurred by it in connection with the transactions contemplated by the Plan. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment of such expenses would result in the disqualification of the relevant Fund as a "regulated investment company" within the meaning of Section 851 of the Code.

The number of Class I, Class II and Class R of the Fund issued and outstanding as of the Record Date was 1,180,907.952, 1,227,011.771 and 348,414.112, respectively.

The following tables show, to the best knowledge of the NACM Trust, those persons whom, as of the close of business on the Record Date, owned 5% or more of the outstanding Class I, Class II and Class R shares of the Fund:

For each NACM Fund Trustee, the following table discloses, to the best knowledge of the NACM Trust, the dollar range of equity securities beneficially owned by the NACM Trust Trustee in the Fund as of the close of business on the Record Date:

Date for Receipt of Shareholders' Proposals for Subsequent Meetings of Shareholders.

While generally the Nicholas-Applegate Trust Declaration and Nicholas Applegate Trust Bylaws do not require annual meetings of shareholders, approval of the Proposals does necessitate a shareholder meeting (or action by majority written consent in lieu of such a meeting) according to those governing instruments. As discussed in this Proxy Statement, the Nicholas-Applegate Trust has scheduled such a meeting for shareholders of the Fund for January 28, 2009. Shareholder proposals for consideration at any subsequent meeting of Nicholas-Applegate Trust shareholders must be received in good order by the Nicholas-Applegate Trust a reasonable period of time prior to any such meeting.

Under its Declaration of Trust, the Allianz Trust is not required to hold annual meetings of Allianz Trust shareholders to elect Trustees or for other purposes. It is not anticipated that the Allianz Trust will hold shareholders' meetings unless required by law or the Declaration of Trust. In this regard, the Allianz Trust will be required to hold a meeting to elect Trustees to fill any existing vacancies on the Board if, at any time, fewer than a majority of the Trustees have been elected by the shareholders of the Allianz Trust. Any proposals for consideration at any such meetings should be submitted in good order to Allianz Funds Multi-Strategy Trust, c/o Allianz Global Investors Fund Management LLC, 1345 Avenue of the Americas, New York NY, 10105, Attention: William V. Healey.

Shareholders of the Fund as of the Record Date will be entitled to notice of and to vote on each of the Proposals at the Meeting or any adjournment thereof. In addition, Class I shareholders will be entitled to vote separately as a class on Proposal 1, the approval of the Reorganization. Shareholders are entitled to one vote for each share held, and each fractional share shall be entitled to a proportional fractional vote. The holders of one third of the shares of the Fund outstanding as of the Record Date, present in person or represented by proxy, constitute a quorum for the transaction of business by the shareholders of the Fund at the Meeting. A quorum is calculated similarly with respect to Class I shareholders for the transaction of separate business by shareholders of that class. As required by the 1940 Act, approval of each Proposal will require the affirmative vote of the lesser of (i) 67% or more of the shares present at the meeting or represented by proxy, if more than 50% of the shares are present or represented by proxy, and (ii) more than 50% of the Fund's shares. In addition, Proposal 1will be submitted for approval separately by the Fund's Class I shareholders voting as a class, which will require the affirmative vote of the lesser of (1) more than 50% of the outstanding Class I shares or (2) 67% or more of the Class I shares present at a meeting if more than 50% of the outstanding Class I shares are represented at the meeting in person or by proxy.

Therefore, in order for the Proposals to be approved, more than 50% of the Fund's shares must be present at the meeting or represented by proxy. In addition, in order for Proposal 1 to be approved, more than 50% of Class I shares must be present at the meeting or represented by proxy.

Shares represented by timely, duly executed proxies will be voted as you instruct. If no specification is made with respect to the Proposals, shares will be voted FOR each of the Proposals. Proxies may be revoked at any time before they are exercised by sending a written revocation which is received by the Secretary of the Nicholas-Applegate Trust prior to any such exercise, by properly executing a later-dated proxy or by attending the Meeting and voting in person.

Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Nicholas-Applegate Trust as tellers for the Meeting. With respect to each Proposal, tellers will count the total number of votes cast "for" approval of such Proposal for purposes of determining whether sufficient affirmative votes have been cast. The tellers will count all shares represented by proxies that reflect abstentions and "broker non-votes" (i.e., proxies representing shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. Because these shares will be counted as present, but not as voting in favor of the relevant Proposal, these shares will have the same effect as if they cast votes against such Proposal.

The Board of Trustees of the Nicholas-Applegate Trust knows of no other business to be brought before the Special Meeting, other than Proposals I, II and III discussed in this Proxy Statement. However, if any other matters come before the Special Meeting, it is the intention that proxies that do not contain specific restrictions to the contrary will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy.

The Annual Report of the Nicholas-Applegate Trust for the fiscal year ended March 31, 2008 is incorporated by reference into this Proxy Statement.

The Form of Agreement and Plan of Reorganization has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Nicholas-Applegate Trust or the Allianz Trust. Accordingly, shareholders should not rely on the representations and warranties in the Agreement and Plan of Reorganization as characterizations of the actual state of facts at the time they were made or otherwise. In addition, the Agreement and Plan of Reorganization may be revised from that shown here prior to its execution, and may be amended after its execution.

This Agreement and Plan of Reorganization (the "Agreement") is made as of January [ ], 2009, by and between Nicholas-Applegate Institutional Funds, a Delaware statutory trust (the "NACM Trust") established under an Amended and Restated Declaration of Trust (the "NACM Declaration of Trust"), on behalf of its series the Nicholas-Applegate International Growth Fund (the "Acquired Fund"), and Allianz Funds Multi-Strategy Trust, a Massachusetts business trust (the "Allianz Trust" and, together with the NACM Trust, the "Trusts") established under the Amended and Restated Agreement and Declaration of Trust (the "Allianz Declaration of Trust"), on behalf of its series the Allianz NACM International Growth Fund (the "Acquiring Fund").

(a) The Acquired Fund shall sell, assign, convey, transfer and deliver to the Acquiring Fund on the Exchange Date (as defined in Section 4(a)) all of its properties and assets. In consideration therefor, the Acquiring Fund shall, on the Exchange Date, assume all of the liabilities of the Acquired Fund existing as of the Valuation Time (as defined in Section 4(b)) and deliver to the Acquired Fund a number of full and fractional Institutional Class shares of beneficial interest of the Acquiring Fund (the "Merger Shares") having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred to the Acquiring Fund on such date less the value of the liabilities of the Acquired Fund assumed by the Acquiring Fund on that date. It is intended that the reorganization described in this Agreement shall be a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as am ended (the "Code").

(b) Upon consummation of the transactions described in paragraph (a) of this Plan of Reorganization, the Acquired Fund shall distribute the Merger Shares in complete liquidation to the shareholders of record as of the Exchange Date of its shares of beneficial interest (the "Acquired Fund Shares"), each such shareholder being entitled to receive that proportion of such Merger Shares with a net asset value equal to the aggregate net asset value of the Acquired Fund Shares held by such shareholder on such date. Certificates representing the Merger Shares will not be issued. All issued and outstanding Acquired Fund Shares, and all Acquired Fund Shares held in Treasury, will simultaneously be cancelled on the books of the Acquired Fund.

(c) As soon as practicable following the liquidation of the Acquired Fund as aforesaid, the Acquiring Fund shall, if it so elects, transfer to the Acquired Fund bare legal title to such portion of the former Acquired Fund assets as the Acquiring Fund designates, to be held by the Acquired Fund as the nominee for or agent on behalf of the Acquiring Fund until the sale of each such respective asset. The entire beneficial ownership interest in all of the former Acquired Fund assets, including those for which the Acquired Fund holds bare legal title, shall at all times remain with the Acquiring Fund. The Acquiring Fund and the Acquired Fund recognize that for all purposes of this Agreement all of the Acquired Fund assets shall have been transferred to the Acquiring Fund as of the Exchange Date and that the Acquiring Fund shall retain the entire beneficial ownership interest therein, notwithstanding the subsequent holding by the Acquired Fund of bare legal title to a portion of those assets, as designated by the Acquiring Fund, as nominee for or agent on the behalf of the Acquiring Fund. For tax and accounting purposes for all periods after the Exchange Date, the Acquiring Fund shall report all of the former Acquired Fund's assets as assets of the Acquiring Fund on the Acquiring Fund's balance sheet or other financial statements.

Following the liquidation, the Acquired Fund shall not purchase or otherwise acquire any assets, provided that the Acquired Fund shall accept bare legal title to a portion of the assets beneficially owned by the Acquiring Fund that the Acquiring Fund designates as soon as practicable after the liquidation. The Acquired Fund shall dispose of such assets upon the direction of the Acquiring Fund. The Acquired Fund shall not be permitted to reinvest any cash dividends or other distributions or any cash proceeds from any sale of the assets to which it holds bare legal title on behalf of the Acquiring Fund. The Acquired Fund shall promptly remit any cash distributions, other distributions, and cash proceeds from the sale of any such assets to the Acquiring Fund.

As of the first practicable date after which the Acquired Fund no longer holds bare legal title to any of the Acquiring Fund assets and has remitted all income on and proceeds from the sales of such assets to the Acquiring Fund, but in no event more than twelve months after the Exchange Date, the Acquired Fund shall be dissolved pursuant to the provisions of the NACM Declaration of Trust and applicable law, and its legal existence terminated. Any reporting responsibility of the Acquired Fund is and shall remain the responsibility of the Acquired Fund up to and including the Exchange Date and, if applicable, such later date on which the Acquired Fund is dissolved.

The Allianz Trust, on behalf of the Acquiring Fund, and the NACM Trust, on behalf of the Acquired Fund, agree as follows:

1. Representations, Warranties and Agreements of the Acquiring Fund. The Allianz Trust, on behalf of the Acquiring Fund, represents and warrants to and agrees with the NACM Trust, on behalf of the Acquired Fund, that:

a. The Acquiring Fund is a duly established and designated series of shares of the Allianz Trust, a Massachusetts business trust duly established and validly existing under the laws of The Commonwealth of Massachusetts, and has power to own all of its properties and assets and to carry out its obligations under this Agreement. The Allianz Trust is qualified as a foreign association or business trust in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the Allianz Trust or the Acquiring Fund. Each of the Allianz Trust and the Acquiring Fund has all necessary federal, state and local authorizations to carry on its business as an investment company and to carry out this Agreement.

b. The Allianz Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company, and such registration has not been revoked or rescinded and is in full force and effect.

c. Other than as disclosed on Schedule 1 to this Agreement, there are no material legal, administrative or other proceedings pending or, to the knowledge of the Allianz Trust or the Acquiring Fund, threatened against the Allianz Trust (with respect to the Acquiring Fund), which assert liability on the part of the Allianz Trust (with respect to the Acquiring Fund). The Acquiring Fund 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. The Acquiring Fund has no known liabilities of a material nature, contingent or otherwise.

e. No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act and state securities or blue sky laws (which term as used herein shall include the laws of the District of Columbia and of Puerto Rico).

f. There are no material contracts outstanding to which the Acquiring Fund is a party, other than as are or will be disclosed in the registration statement on Form N-1A of the Allianz Trust with respect to the

Acquiring Fund (the "Allianz Registration Statement") or the Acquired Fund Proxy Statement (as defined in Section 1(l)).

g. The Acquiring Fund has no shares of beneficial interest issued and outstanding.

h. The Acquiring Fund has not yet filed its first federal income tax return. At the completion of its first taxable year, the Acquiring Fund will file its federal income tax return as a "regulated investment company" and until such time will take all steps necessary to ensure that it qualifies for taxation as a "regulated investment company" under Sections 851 and 852 of the Code.

i. The issuance of the Merger Shares pursuant to this Agreement will be in compliance with all applicable federal and state securities laws.

j. The Merger Shares to be issued to the Acquired Fund have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued, fully paid and, except as set forth in the Allianz Registration Statement, non-assessable by the Allianz Trust or the Acquiring Fund, and no shareholder of the Allianz Trust or the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof.

k. All shares of the Acquiring Fund issued and outstanding as of the Exchange Date, if any, will be legally and validly issued and outstanding, fully paid and, except as set forth in the Allianz Registration Statement, non-assessable by the Allianz Trust or the Acquiring Fund. Neither the Allianz Trust nor the Acquiring Fund has outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund's shares, nor is there outstanding any security convertible into any of the Acquiring Fund's shares.

l. The definitive proxy statement of the Acquired Fund filed with the Securities and Exchange Commission (the "Commission") by the NACM Trust pursuant to Rule 14a-6(b) under the 1934 Act and relating to the meeting of the Acquired Fund's shareholders referred to in Section 7 herein (as amended or supplemented by any amendments or supplements filed with the Commission by the NACM Trust, and together with the documents incorporated therein by reference, the "Acquired Fund Proxy Statement"), on the date of its filing in definitive form with the Commission, (i) complied in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did 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 not misleading; and at the time of the shareholders' meeting referred to in Section 7, the Acquired Fund Proxy Statement did 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 not misleading; provided, however, that the representations and warranties in this subsection shall apply only to statements in or omissions from the Acquired Fund Proxy Statement made in reliance upon and in conformity with information furnished by the Acquiring Fund and the Allianz Trust for use in the Acquired Fund Proxy Statement.

m. The Allianz Trust satisfies the fund governance standards set forth in Rule 0-1(a)(7)(ii), (iii), (v), (vi), and (vii).

2. Representations, Warranties and Agreements of the Acquired Fund. The NACM Trust, on behalf of the Acquired Fund, represents and warrants to and agrees with the Allianz Trust, on behalf of the Acquiring Fund, that:

a. The Acquired Fund is a duly established and designated series of shares of the NACM Trust, a Delaware statutory trust duly established and validly existing under the laws of the State of Delaware, and has power to own all of its properties and assets and to carry out this Agreement. The NACM Trust is qualified as a foreign association or business trust in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the NACM Trust or the Acquired Fund. Each of the NACM Trust and the Acquired Fund has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted and to carry out this Agreement.

b. The NACM Trust is registered under the 1940 Act as an open-end management investment company, and such registration has not been revoked or rescinded and is in full force and effect.

c. A statement of assets and liabilities, statement of operations, statement of changes in net assets and a schedule of investments (indicating their market values) of the Acquired Fund as of and for the year ended March 31, 2008, audited by PricewaterhouseCoopers LLP will be furnished to the Acquiring Fund prior to the Exchange Date. Such statement of assets and liabilities and schedule will fairly present the financial position of the Acquired Fund as of such date and said statements of operations and changes in net assets will fairly reflect the results of its operations and changes in net assets for the periods covered thereby in conformity with generally accepted accounting principles.

d. The prospectuses and statement of additional information of the Acquired Fund, each as in effect as of the date hereof, and each as from time to time amended or supplemented (collectively, the "NACM Prospectus"), previously furnished to the Acquiring Fund, did not as of their date and do not contain as of the date hereof, with respect to the NACM Trust and the Acquired Fund, 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 not misleading.

e. There are no material legal, administrative or other proceedings pending or, to the knowledge of the NACM Trust or the Acquired Fund, threatened against the NACM Trust or the Acquired Fund, which assert liability on the part of the NACM Trust or the Acquired Fund. The NACM Trust 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.

f. There are no material contracts outstanding to which the Acquired Fund is a party, other than as are or will be disclosed in the NACM Prospectus, the registration statement on Form N-1A of the NACM Trust with respect to the Acquired Fund (the "NACM Registration Statement") or the Acquired Fund Proxy Statement.

g. The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those that will be shown on the Acquired Fund's statement of assets and liabilities as of March 31, 2008, referred to above and those incurred in the ordinary course of its business as an investment company since such date. Prior to the Exchange Date, the Acquired Fund will endeavor to quantify and to reflect on its balance sheet all of its material known liabilities and will advise the Acquiring Fund of all material liabilities, contingent or otherwise, incurred by it subsequent to March 31, 2008, whether or not incurred in the ordinary course of business.

h. As of the Exchange Date, the Acquired Fund will have filed all federal and other tax returns and reports which, to the knowledge of the NACM Trust's officers, are required to have been filed by the Acquired Fund and will have paid all federal and other taxes shown to be due on said returns or on any assessments received by the Acquired Fund. All tax liabilities of the Acquired Fund have been adequately provided for on its books, and no tax deficiency or liability of the Acquired Fund has been asserted, and no question with respect thereto has been raised or is under audit, by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid.

i. At the Exchange Date, the NACM Trust, on behalf of the Acquired Fund, will have full right, power and authority to sell, assign, convey, transfer and deliver the Investments (as defined below) and any other assets and liabilities of the Acquired Fund to be transferred to the Acquiring Fund pursuant to this Agreement. At the Exchange Date, subject only to the delivery of all of the Investments (as defined below), cash and other properties and assets of the Acquired Fund, whether accrued or contingent (collectively, the "Assets"), and liabilities as contemplated by this Agreement, the Acquiring Fund will acquire the Assets and liabilities subject to no encumbrances, liens or security interests (other than customary liens of custodians for fees) whatsoever and without any restrictions upon the transfer thereof, except for such encumbrances, liens, security interests or restrictions on transfers disclosed in writing to the Acquiring Fund. As used in this Agreement, the term "Investments" shall mean the Acquired Fund's investments shown on the schedule of its

investments as of March 31, 2008, referred to in Section 2(c) hereof, as supplemented with such changes in the portfolio as the Acquired Fund shall make, and changes resulting from stock dividends, stock split-ups, mergers and similar corporate actions through the Exchange Date.

j. No registration under the 1933 Act of any of the Investments would be required if they were, as of the time of such transfer, the subject of a public distribution by either of the Acquiring Fund or the Acquired Fund, except as previously disclosed to the Acquiring Fund by the Acquired Fund.

k. No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, 1934 Act, the 1940 Act or state securities or blue sky laws.

l. The Acquired Fund qualifies and will at all times through the Exchange Date qualify for taxation as a "regulated investment company" under Sections 851 and 852 of the Code.

m. To the best of its knowledge, (i) all of the issued and outstanding Acquired Fund Shares have been offered for sale and sold in conformity with all applicable federal and state securities laws (including any applicable exemptions therefrom), or the Acquired Fund has taken any action necessary to remedy any prior failure to have offered for sale and sold such shares in conformity with such laws and (ii) on the Exchange Date, the only classes of Acquired Fund Shares issued and outstanding will be Class I Shares.

n. All issued and outstanding Acquired Fund Shares are, and at the Exchange Date will be, legally and validly issued and outstanding, fully paid and non-assessable by the NACM Trust or the Acquired Fund. Neither the NACM Trust nor the Acquired Fund has outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund Shares, nor is there outstanding any security convertible into any of the Acquired Fund Shares.

o. The Acquired Fund Proxy Statement, on the date of its filing in definitive form with the Commission, (i) complied in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did 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 not misleading; and at the time the Acquired Fund Proxy Statement was distributed to shareholders of the Acquired Fund and at the time of the shareholders' meeting of the Acquired Fund's shareholders referred to in Section 7, the Acquired Fund Proxy Statement did 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 not misleading; provided, however, that none of the representations and warranties in this subsection shall apply to statements in or omissions from the Acquired Fund Proxy Statement made in reliance upon and in conformity with information furnished by the Acquiring Fund for use in the Acquired Fund Proxy Statement.

p. The information provided by the Acquired Fund for use in the Allianz Registration Statement is accurate and complete in all material respects and complies with federal securities and other laws and regulations applicable thereto in all material respects.

q. The NACM Trust satisfies the fund governance standards set forth in Rule 0-1(a)(7)(ii), (iii), (v), (vi) and (vii) under the 1940 Act.

r. The Acquired Fund is eligible to change its taxable year under the automatic approval procedure described in Revenue Procedure 2006-45, 2006-45 I.R.B. 851.

s. The NACM Trust shall fully cooperate with the Allianz Trust in connection with the preparation and filing of tax returns of the Acquired Fund and/or the Acquiring Fund for (i) tax periods ending prior to the Exchange Date for which the return is not yet due as of the Exchange Date, and (ii) tax periods including the Exchange Date. The NACM Trust shall provide such cooperation, which shall include providing reasonable access to its records, at the request of the Allianz Trust and without any additional consideration therefor, until such returns have been filed and accepted.

a. Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, assign, convey, transfer and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Exchange Date all of the Assets existing as of the Valuation Time in exchange for that number of shares of beneficial interest of the Acquiring Fund provided for in Section 5 and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, whether accrued or contingent, existing as of the Valuation Time except for the Acquired Fund's liabilities, if any, arising in connection with this Agreement. The Acquired Fund will, as soon as practicable after the Exchange Date, distribute all of the Merger Shares received by it to the shareholders of record of the Acquired Fund in exchange for their Acquired Fu nd Shares pursuant to Section 5.

b. The NACM Trust, on behalf of the Acquired Fund, will pay or cause to be paid to the Acquiring Fund any interest, cash or such dividends, rights and other payments received for the account of the Acquired Fund on or after the Exchange Date with respect to the Assets of the Acquired Fund. Any such distribution shall be deemed included in the Assets transferred to the Acquiring Fund at the Exchange Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Time, in which case any such distribution which remains unpaid at the Exchange Date shall be included in the determination of the value of the Assets of the Acquired Fund acquired by the Acquiring Fund.

a. Delivery of the Assets of the Acquired Fund to be transferred and assumption of the liabilities of the Acquired Fund to be assumed shall occur at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036, as of the close of business on [January 30], 2009, or at such other time and date agreed to by the Allianz Trust and the NACM Trust, the date and time upon which such transactions are to take place being referred to herein as the "Exchange Date."

b. The Valuation Time shall be 4:00 p.m., Eastern time, on [January 30], 2009 or such earlier or later day as may be mutually agreed upon in writing by the parties hereto (the "Valuation Time").

c. In the event that at the Valuation Time (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the net asset value of the Acquired Fund or the Acquiring Fund is impracticable, the Exchange 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 or such other date as may be agreed upon by the Allianz Trust and NACM Trust; provided that if trading shall not be fully resumed and reporting restored within three business days after the Exchange Date, this Agreement may be terminated by the Acquiring Fund or the Acquired Fund upon the giving of written notice to the other party.

5. Issuance of Merger Shares; Assumption of Liabilities. Subject to the terms and conditions contained herein, on the Exchange Date, the Acquiring Fund will deliver to the Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value equal to the value of the Assets of the Acquired Fund transferred to the Acquiring Fund on such date less the value of the liabilities of the Acquired Fund assumed by the Acquiring Fund on that date, determined as hereinafter provided in this Section 5.

a. The net asset value of the Merger Shares to be delivered to the Acquired Fund, the value of the Assets of the Acquired Fund, and the value of the liabilities of the Acquired Fund to be assumed by the Acquiring Fund, shall in each case be determined as of the Valuation Time.

b. The net asset value of the Merger Shares shall be computed in the manner set forth or referenced in the current applicable prospectuses and statement of additional information of the Allianz Trust, each as from time to time amended or supplemented (collectively, the "Allianz Prospectus"). The value of the assets and liabilities of the Acquired Fund Shares shall be determined by the Acquiring Fund, in cooperation with

the Acquired Fund, pursuant to procedures which the Acquiring Fund would use in determining the net asset value of the Acquiring Fund's shares of beneficial interest.

c. No adjustment shall be made in the net asset value of either the Acquired Fund or the Acquiring Fund to take into account differences in realized and unrealized gains and losses.

d. On the Exchange Date, the Acquiring Fund shall assume all liabilities of the Acquired Fund, whether accrued or contingent, in connection with the acquisition of the Assets and liabilities and subsequent liquidation and dissolution of the Acquired Fund or otherwise, except for the Acquired Fund's liabilities, if any, pursuant to this Agreement.

e. On the Exchange Date, the Acquired Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund shareholders and the number and class of the outstanding Acquired Fund Shares owned by each Acquired Fund shareholder, all as of the Valuation Time, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund or by its transfer agent.

f. The Acquiring Fund shall issue the Merger Shares to the Acquired Fund. The Acquired Fund shall promptly distribute the Merger Shares to the shareholders of the Acquired Fund, which shall be accomplished through the establishment of open accounts for each Acquired Fund shareholder on the transfer records of the Acquiring Fund. The Acquiring Fund and the Acquired Fund agree to cooperate in the establishment of such open accounts. With respect to any Acquired Fund shareholder holding share certificates as of the Exchange Date, such certificates will from and after the Exchange Date be deemed to be certificates for the Merger Shares issued to such shareholder in respect of the Acquired Fund Shares represented by such certificates. Certificates representing the Merger Shares will not be issued to Acquired Fund shareholders.

g. The Acquiring Fund will provide to the Acquired Fund evidence reasonably satisfactory to the Acquired Fund that the Merger Shares have been credited to open accounts in the names of Acquired Fund shareholders as provided in this Section 5.

h. Each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of Assets, assumption of liabilities and liquidation contemplated herein.

a. Allianz Global Investors Fund Management LLC ("Allianz Global Fund Management"), by countersigning this Agreement, agrees that it will bear any and all costs and expenses of the transactions contemplated by this Agreement incurred by the Acquiring Fund and the Acquired Fund; provided, however, that each of the Acquiring Fund and Acquired Fund shall bear any and all registration fees, brokerage commissions, dealer mark-ups, transfer taxes and similar expenses, if any, incurred by it in connection with the transactions contemplated by this Agreement, including any costs and expenses incurred by it in connection with the liquidation of its assets contemplated by this Agreement. Notwithstanding any of the foregoing, costs and expenses will in any event be paid by the party directly incurring them if and to the extent that the payment by another party of such costs and expenses would result in the disqualification of su ch party as a "regulated investment company" within the meaning of Section 851 of the Code.

b. In the event the transactions contemplated by this Agreement are not consummated for any reason, then Allianz Global Fund Management agrees that it shall bear all of the costs and expenses incurred by both the Acquiring Fund and the Acquired Fund in connection with such transactions.

c. Notwithstanding any other provisions of this Agreement, if for any reason the transactions contemplated by this Agreement are not consummated, no party shall be liable to the other party for any damages resulting therefrom, including, without limitation, consequential damages.

a. The NACM Trust, on behalf of the Acquired Fund, has called a meeting of the Acquired Fund's shareholders scheduled for January [ ], 2009, for the purpose of (i) approving this Agreement and the transactions contemplated hereby, (ii) approving an investment management agreement between the Acquired Fund and Allianz Global Fund Management (the "Acquired Fund Management Agreement") and (iii) approving a portfolio management agreement with respect to the Acquired Fund between Allianz Global Fund Management and Nicholas Applegate Capital Management LLC (the "Acquired Fund Portfolio Management Agreement".

b. The Acquired Fund has prepared and filed with the Commission preliminary and definitive versions of the Acquired Fund Proxy Statement which were satisfactory to the Allianz Trust and to Ropes & Gray LLP.

c. The NACM Trust agrees that the liquidation and dissolution of the Acquired Fund will be effected in the manner provided in the NACM Declaration of Trust, in accordance with applicable law and that after the Exchange Date, the Acquired Fund shall not conduct any business except in connection with its liquidation and dissolution; provided that, following the liquidation, the Acquired Fund, as nominee for or agent on behalf of the Acquiring Fund, may take such actions as are set forth in paragraph (c) of the Plan of Reorganization included in this Agreement.

8. Conditions to the Acquiring Fund's Obligations. The obligations of the Acquiring Fund hereunder shall be subject to (a) performance by the Acquired Fund of all its obligations to be performed hereunder at or before the Exchange Date, (b) all representations and warranties of the Acquired Fund contained herein being true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated hereby, as of the Exchange Date, with the same force and effect as if made at and as of the Exchange Date, and (c) the following further conditions that, at or before the Exchange Date:

a. The Acquired Fund shall have furnished to the Acquiring Fund a statement of the Acquired Fund's Assets and liabilities, with values determined as provided in Section 5 of this Agreement, together with a list of Investments and such Investments' respective tax costs, all as of the Valuation Time, certified on the Acquired Fund's behalf by the NACM Trust's President (or any Vice President) and Treasurer (or any Assistant Treasurer), and a certificate of both such officers, dated the Exchange Date, that there has been no material adverse change in the financial position of the Acquired Fund since March 31, 2008, other than changes in the Investments and other Assets since that date or changes in the market value of the Investments and other Assets of the Acquired Fund, or changes due to dividends paid or losses from operations.

b. The Acquired Fund shall have furnished to the Acquiring Fund a statement, dated the Exchange Date, signed by the NACM Trust's President (or any Vice President) and Treasurer (or any Assistant Treasurer) certifying that as of the Exchange Date all representations and warranties of the Acquired Fund made in this Agreement are true and correct in all material respects as if made at and as of such date and each of the NACM Trust and the Acquired Fund has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date.

c. The Acquired Fund shall have delivered to the Acquiring Fund a letter from the NACM Trust's independent registered public accounting firm, dated the Exchange Date, stating that such firm has employed certain procedures whereby it has obtained schedules of the tax provisions and qualifying tests for regulated investment companies and that, in the course of such procedures, nothing came to its attention which caused it to believe that the Acquired Fund (i) would not qualify as a regulated investment company for federal, state, or local income tax purposes or (ii) would owe any federal, state or local income tax or excise tax, in each case for both the taxable year ended March 31, 2008, and for any taxable year or period beginning on April 1, 2008, and ending on or prior to the Exchange Date (the latter period being based on unaudited data).

d. As of the Exchange Date, other than as disclosed on Schedule 2 to this Agreement, there shall not be any material litigation pending that would seek to enjoin or otherwise prevent the transactions contemplated by this Agreement.

e. The Acquiring Fund shall have received an opinion from Kirkpatrick & Lockhart Preston Gates Ellis LLP, counsel to the NACM Trust, dated the Exchange Date (which may be subject to certain qualifications and, with respect to all or some of the following, may indicate that a matter is not free from doubt), to the effect that (i) the NACM Trust is a Delaware statutory trust duly formed and is validly existing and in good standing under the laws of the State of Delaware and has the power to own all its properties and to carry on its business as such business is, to such counsel's knowledge, presently conducted, it being understood that with respect to Delaware law, such counsel may rely upon an opinion of Delaware counsel; (ii) this Agreement has been duly authorized by all necessary actions of the NACM Trust and has been duly executed and delivered by the NACM Trust on behalf of the Acquired Fund and, assuming that the Acquired Fund Proxy Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and, assuming due authorization, execution and delivery of this Agreement by the Allianz Trust on behalf of the Acquiring Fund, is a valid and binding obligation of the NACM Trust, enforceable against the Acquired Fund in accordance with its terms; (iii) the NACM Trust, on behalf of the Acquired Fund, has the power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Agreement, the Acquired Fund will have duly sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Fund; (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate the NACM Declaration of Trust or Amended and Restated Bylaws (the "NACM Bylaws"); and (v) to such counsel's knowledge (without any independent inquiry or investigation ), no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the NACM Trust on behalf of the Acquired Fund of the transactions contemplated hereby under Section 17 of the 1940 Act. In connection with the foregoing, it is understood that counsel may rely upon the representations contained in this Agreement as well as certificates of an officer of the NACM Trust, including certificates with respect to investment restrictions contained in the NACM Declaration of Trust, NACM Bylaws or then-current prospectus or statement of additional information.

f. The Acquiring Fund shall have received an opinion of Ropes & Gray LLP, counsel to the Allianz Trust, dated the Exchange Date, reasonably satisfactory to the Acquiring Fund and substantially to the effect that, on the basis of the existing provisions of the Code, current administrative rules, and court decisions, generally for federal income tax purposes except as noted below: (i) the transactions contemplated by this Agreement will constitute a reorganization within the meaning of Section 368(a) of the Code and the Acquiring Fund and the Acquired Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the Acquiring Fund upon the receipt of the Assets transferred to the Acquiring Fund pursuant to this Agreement in exchange for the Merger Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund; (ii i) the tax basis in the hands of the Acquiring Fund of the Assets will be the same as the tax basis of such Assets in the hands of the Acquired Fund immediately prior to the transfer; (iv) the holding periods of the Assets in the hands of Acquiring Fund will include the periods during which such Assets were held by the Acquired Fund; (v) no gain or loss will be recognized by the Acquired Fund upon the transfer of the Assets to the Acquiring Fund pursuant to this Agreement in exchange for the Merger Shares and the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, or upon the distribution of the Merger Shares by the Acquired Fund to its shareholders in liquidation; (vi) no gain or loss will be recognized by Acquired Fund shareholders upon the exchange of their Acquired Fund Shares for Merger Shares; (vii) the aggregate tax basis of the Merger Shares that the Acquired Fund shareholders receive in exchange for their Acquired Fund Shares will be the same as the aggregate tax basis of the A cquired Fund Shares exchanged therefor; (viii) an Acquired Fund shareholder's holding period for the Merger Shares received pursuant to the Agreement will be determined by including the shareholder's holding period for the Acquired Fund Shares exchanged for the Merger Shares, provided that the shareholder held the Acquired Fund Shares as capital assets; and (ix) the Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the

Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder (the "Tax Opinion"). The Tax Opinion may be based upon certain factual representations made by officers of the NACM Trust and the Allianz Trust and customary assumptions and may be subject to certain qualifications. The Tax Opinion may also state that it is not a guarantee that the tax consequences of the transactions contemplated by this Agreement will be as described in such opinion.

g. As of the Exchange Date, the assets of the Acquired Fund to be acquired by the Acquiring Fund will include no assets which the Acquiring Fund identifies to the Acquired Fund as being unsuitable for the Acquiring Fund to acquire by reason of limitations in the Allianz Declaration of Trust and the Amended and Restated Bylaws (the "Allianz Bylaws"), or of investment restrictions disclosed in the Allianz Prospectus in effect on the Exchange Date.

h. Each Trust shall have received from the Commission and any relevant state securities administrator such order or orders as are reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act and any applicable state securities or blue sky laws in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect.

i. All actions taken by the NACM Trust on behalf of the Acquired Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Acquiring Fund and Ropes & Gray LLP.

j. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer (or any Assistant Treasurer) of the NACM Trust, as to the tax cost to the Acquired Fund of the assets delivered to the Acquiring Fund pursuant to this Agreement, together with any such other evidence as to such tax cost as the Acquiring Fund may reasonably request.

k. The Acquired Fund's custodian shall have delivered to the Acquiring Fund a certificate identifying all of the Assets of the Acquired Fund held or maintained by such custodian as of the Valuation Time.

l. The Acquired Fund's transfer agent shall have provided to the Acquiring Fund (i) the originals or true copies of all of the records of the NACM Trust attributable to the Acquired Fund in the possession of such transfer agent as of the Exchange Date, (ii) a certificate setting forth the number of Acquired Fund Shares outstanding as of the Valuation Time, and (iii) the name and address of each holder of record of any Acquired Fund Shares and the number of shares held of record by each such shareholder.

m. All of the issued and outstanding Acquired Fund Shares shall have been offered for sale and sold in conformity with all applicable state securities or blue sky laws (including any applicable exemptions therefrom) and, to the extent that any audit of the records of the Acquired Fund or its transfer agent by the Acquiring Fund or its agents shall have revealed otherwise, either (i) the Acquired Fund shall have taken all actions that in the opinion of the Acquiring Fund or Ropes & Gray LLP are necessary to remedy any prior failure on the part of the Acquired Fund to have offered for sale and sold such shares in conformity with such laws or (ii) the Acquired Fund shall have furnished (or caused to be furnished) surety, or deposited (or caused to be deposited) assets in escrow, for the benefit of the Acquiring Fund in amounts sufficient and upon terms satisfactory, in the opinion of the Acquiring Fund or Ropes & Gray LLP, to indemnify the Acquiring Fund against any expense, loss, claim, damage or liability whatsoever that may be asserted or threatened by reason of such failure on the part of the Acquired Fund to have offered and sold such shares in conformity with such laws.

n. The Acquiring Fund shall have received from the NACM Trust's independent registered public accounting firm a letter addressed to the Acquiring Fund, dated as of the Exchange Date, reasonably satisfactory in form and substance to the Acquiring Fund to the effect that, on the basis of limited procedures agreed upon by the Acquiring Fund and described in such letter (but not an examination in accordance with generally accepted auditing standards), as of the Valuation Time the value of the assets and the value of the liabilities of the Acquired Fund to be exchanged for the Merger Shares has been determined in accordance with the provisions of the Allianz Declaration of Trust, pursuant to the procedures customarily utilized by the Acquiring Fund in valuing its assets and issuing its shares.

o. This Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the requisite votes of the holders of the outstanding Acquired Fund Shares entitled to vote.

p. The shareholders of the Acquired Fund shall have approved by the requisite vote (i) the Acquired Fund Management Agreement and (ii) the Acquired Fund Portfolio Management Agreement.

q. The Acquired Fund shall have delivered to the Acquiring Fund a letter from the NACM Trust's independent registered public accounting firm dated the Exchange Date stating that such firm reviewed the federal and state income tax returns of the Acquired Fund for the tax year ended March 31, 2008 and that, in the course of such review, nothing came to their attention which caused them to believe that such returns did not properly reflect, in all material respects, the federal and state income tax liability of the Acquired Fund for the periods covered thereby, or that the Acquired Fund would not qualify as a "regulated investment company" under Sections 851 and 852 of the Code.

r. Prior to the Exchange Date, the Acquired Fund shall change its taxable year to a taxable year ending on November 30, in accordance with the automatic approval procedure described in Revenue Procedure 2006-45, 2006-45 I.R.B. 851.

s. On the Exchange Date, the only class of Acquired Fund Shares issued and outstanding will be Class I Shares.

9. Conditions to the Acquired Fund's Obligations. The obligations of the Acquired Fund hereunder shall be subject to (a) performance by the Acquiring Fund of all its obligations to be performed hereunder at or before the Exchange Date, (b) all representations and warranties of the Acquiring Fund contained herein being true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated hereby, as of the Exchange Date, with the same force and effect as if made at and as of the Exchange Date, and (c) the following further conditions that, at or before the Exchange Date:

a. The Allianz Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities dated as of the Exchange Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing as of the Valuation Time in connection with the transactions contemplated by this Agreement, other than liabilities arising pursuant to this Agreement.

b. The Acquiring Fund shall have furnished to the Acquired Fund a statement, dated the Exchange Date, signed by the Allianz Trust's President (or any Vice President) and Treasurer (or any Assistant Treasurer) certifying that as of the Exchange Date all representations and warranties of the Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such date, and that each of the Allianz Trust and the Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such date.

c. As of the Exchange Date, other than as disclosed on Schedule 1 to this Agreement, there shall not be any material litigation pending or threatened that would seek to enjoin or otherwise prevent the transactions contemplated by this Agreement.

d. The Acquired Fund shall have received an opinion of Ropes & Gray LLP, counsel to the Acquiring Fund, and dated the Exchange Date (which may be subject to certain qualifications and, with respect to some or all of the following, may indicate that a matter is not free from doubt), to the effect that (i) the Allianz Trust is an unincorporated voluntary association with transferable shares existing under and by virtue of the laws of The Commonwealth of Massachusetts (commonly known as a Massachusetts business trust) and is duly authorized to exercise all of its powers recited in the Allianz Declaration of Trust, which powers include the power to own all of its properties and to carry on its business as such business is, to such counsel's knowledge, presently conducted; (ii) the Merger Shares to be delivered to the Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be val idly issued and will be fully paid and, except as described in the Allianz Registration Statement, nonassessable by the Allianz Trust and the Acquiring Fund and no shareholder of the Allianz Trust or Acquiring Fund has any preemptive right to subscription or purchase in respect thereof; (iii) this Agreement has been duly authorized by all necessary

actions of the Allianz Trust and has been duly executed and delivered by the Allianz Trust on behalf of the Acquiring Fund and, assuming that the Acquired Fund Proxy Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by the NACM Trust on behalf of the Acquired Fund, is a valid and binding obligation of the Allianz Trust, enforceable against the Acquiring Fund in accordance with its terms; (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, violate the Allianz Declaration of Trust or Allianz Bylaws; and (v) to such counsel's knowledge (without any independent inquiry or investigation) no other consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Allianz Trust on behalf of the Acquiring Fund of the transactions contemplated herein under Section 17 of the 1940 Act. In connection with the foregoing, it is understood that counsel may rely upon the representations contained in this Agreement as well as certificates of an officer of the Allianz Trust, including certificates with respect to investment restrictions contained in the Allianz Declaration of Trust, Allianz Bylaws or then-current prospectuses or statement of additional information.

e. The NACM Trust shall have received a Tax Opinion of Ropes & Gray LLP, the substance of which is described in Section 8(f) of this Agreement, dated the Exchange Date, and reasonably satisfactory to the NACM Trust. The Tax Opinion may state that it is based on certain factual representations made by officers of the Allianz Trust and the NACM Trust and customary assumptions. and may also state that it is subject to certain qualifications. The Tax Opinion may also state that it is not a guarantee that the tax consequences of the transactions contemplated by this Agreement will be as described in such opinion.

f. The Allianz Registration Statement shall be effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Acquiring Fund or the Allianz Trust, threatened by the Commission.

g. All of the issued and outstanding shares of beneficial interest of the Acquiring Fund, if any, shall have been offered for sale and sold in conformity with all applicable state securities or blue sky laws (including any applicable exemptions therefrom) and, to the extent that any audit of the records of the Acquiring Fund or its transfer agent by the Acquired Fund or its agents shall have revealed otherwise, either (i) the Acquiring Fund shall have taken all actions that in the opinion of the Acquired Fund or Kirkpatrick & Lockhart Preston Gates Ellis LLP are necessary to remedy any prior failure on the part of the Acquired Fund to have offered for sale and sold such shares in conformity with such laws or (ii) the Acquiring Fund shall have furnished (or caused to be furnished) surety, or deposited (or caused to be deposited) assets in escrow, for the benefit of the Acquired Fund in amounts sufficient and upon t erms satisfactory, in the opinion of the Acquired Fund or Kirkpatrick & Lockhart Preston Gates Ellis LLP, to indemnify the Acquired Fund against any expense, loss, claim, damage or liability whatsoever that may be asserted or threatened by reason of such failure on the part of the Acquiring Fund to have offered and sold such shares in conformity with such laws.

h. Each of the Allianz Trust and the NACM Trust shall have received from the Commission and any relevant state securities administrator such order or orders as are reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act and any applicable state securities or blue sky laws in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect.

i. This Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the requisite votes of the holders of the outstanding Acquired Fund Shares entitled to vote.

j. All actions taken by the Allianz Trust on behalf of the Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Acquired Fund and Kirkpatrick & Lockhart Preston Gates Ellis LLP.

k. NACM has agreed in writing to forfeit any right under any current fee waiver, expense reimbursement or similar arrangement with the Acquired Fund to recoup any waived or reimbursed fees or expenses.

l. The shareholders of the Acquired Fund shall have approved by the requisite vote (i) the Acquired Fund Management Agreement and (ii) the Acquired Fund Portfolio Management Agreement.

a. The Acquired Fund shall indemnify and hold harmless, out of the assets of the Acquired Fund (which shall be deemed to include the assets of the Acquiring Fund represented by the Merger Shares following the Exchange Date) but no other assets, the Acquiring Fund, the Allianz Trust and the trustees and officers of the Allianz Trust (for purposes of this Section 10(a), the "Indemnified Parties") against any and all expenses, losses, claims, damages and liabilities at any time imposed upon or reasonably incurred by any one or more of the Indemnified Parties in connection with, arising out of, or resulting from any claim, action, suit or proceeding in which any one or more of the Indemnified Parties may be involved or with which any one or more of the Indemnified Parties may be threatened by reason of any untrue statement or alleged untrue statement of a material fact relating to the NACM Trust or the Acquired Fund conta ined in this Agreement or the Acquired Fund Proxy Statement or the Allianz Registration Statement or any amendment or supplement to any of the foregoing, or arising out of or based upon the omission or alleged omission to state in any of the foregoing a material fact relating to the NACM Trust or the Acquired Fund required to be stated therein or necessary to make the statements relating to the NACM Trust or the Acquired Fund therein not misleading, including, without limitation, any amounts paid by any one or more of the Indemnified Parties in a reasonable compromise or settlement of any such claim, action, suit or proceeding, or threatened claim, action, suit or proceeding made with the consent of the NACM Trust on behalf of the Acquired Fund. The Indemnified Parties will notify the NACM Trust and the Acquired Fund in writing within ten days after the receipt by any one or more of the Indemnified Parties of any notice of legal process or any suit brought against or claim made against such Indemnified Party as to any matters covered by this Section 10(a). The Acquired Fund shall be entitled to participate at its own expense in the defense of any claim, action, suit or proceeding covered by this Section 10(a), or, if it so elects, to assume at its expense by counsel satisfactory to the Indemnified Parties the defense of any such claim, action, suit or proceeding, and if the Acquired Fund elects to assume such defense, the Indemnified Parties shall be entitled to participate in the defense of any such claim, action, suit or proceeding at their expense. The Acquired Fund's obligation under this Section 10(a) to indemnify and hold harmless the Indemnified Parties shall constitute a guarantee of payment so that the Acquired Fund will pay in the first instance any expenses, losses, claims, damages and liabilities required to be paid by it under this Section 10(a) without the necessity of the Indemnified Parties' first paying the same.

b. The Acquiring Fund shall indemnify and hold harmless, out of the assets of the Acquiring Fund but no other assets, the Acquired Fund, the NACM Trust and the trustees and officers of the NACM Trust (for purposes of this Section 10(b), the "Indemnified Parties") against any and all expenses, losses, claims, damages and liabilities at any time imposed upon or reasonably incurred by any one or more of the Indemnified Parties in connection with, arising out of, or resulting from any claim, action, suit or proceeding in which any one or more of the Indemnified Parties may be involved or with which any one or more of the Indemnified Parties may be threatened by reason of any untrue statement or alleged untrue statement of a material fact relating to the Allianz Trust or the Acquiring Fund contained in this Agreement or the Acquired Fund Proxy Statement or the Allianz Registration Statement or any amendment or supplement t o any of the foregoing, or arising out of, or based upon, the omission or alleged omission to state in any of the foregoing a material fact relating to the Allianz Trust or the Acquiring Fund required to be stated therein or necessary to make the statements relating to the Allianz Trust or the Acquiring Fund therein not misleading, including, without limitation, any amounts paid by any one or more of the Indemnified Parties in a reasonable compromise or settlement of any such claim, action, suit or proceeding, or threatened claim, action, suit or proceeding made with the consent of the Allianz Trust on behalf of the Acquiring Fund. The Indemnified Parties will notify the Allianz Trust and the Acquiring Fund in writing within ten days after the receipt by any one or more of the Indemnified parties of any notice of legal process or any suit brought against or claim made against such Indemnified Party as to any matters covered by this Section 10(b). The Acquiring Fund shall be entitled to participate at its own expense in the defense of any claim, action, suit or proceeding covered by this Section 10(b), or, if it so elects, to assume at its expense by counsel satisfactory to the

Indemnified Parties the defense of any such claim, action, suit or proceeding, and, if the Acquiring Fund elects to assume such defense, the Indemnified Parties shall be entitled to participate in the defense of any such claim, action, suit or proceeding at their own expense. The Acquiring Fund's obligation under this Section 10(b) to indemnify and hold harmless the Indemnified Parties shall constitute a guarantee of payment so that the Acquiring Fund will pay in the first instance any expenses, losses, claims, damages and liabilities required to be paid by it under this Section 10(b) without the necessity of the Indemnified Parties' first paying the same.

11. No Broker, etc. Each of the Acquired Fund and the Acquiring Fund represents that there is no person who has dealt with it or the NACM Trust or Allianz Trust, as the case may be, who, by reason of such dealings, is entitled to any broker's or finder's or other similar fee or commission arising out of the transactions contemplated by this Agreement.

12. Termination. The Acquired Fund and the Acquiring Fund may, by mutual consent of the trustees of the NACM Trust, on behalf of the Acquired Fund, and trustees of the Allianz Trust, on behalf of the Acquiring Fund, terminate this Agreement prior to the Exchange Date. This Agreement may be terminated by resolution of the Board of Trustees of the Allianz Trust or the NACM Trust at any time on or prior to the Exchange Date, if the other party shall have breached any material provision of this Agreement or 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 transactions contemplated by this Agreement. If the transactions contemplated by this Agreement hav e not been substantially completed by [ __________ ], 2009, this Agreement shall automatically terminate on that date unless a later date is agreed to by the Acquired Fund and the Acquiring Fund.

13. Covenants, etc. Deemed Material. All covenants, agreements, representations and warranties made under this Agreement and any certificates delivered pursuant to this Agreement shall be deemed to have been material and relied upon by each of the parties, notwithstanding any investigation made by them or on their behalf.

14. Sole Agreement; Governing Law. This Agreement supersedes all previous correspondence and oral communications between the parties regarding the subject matter hereof, constitutes the only understanding with respect to such subject matter, may not be changed except as provided by Section 15 hereto, and shall be construed in accordance with and governed by the laws of The Commonwealth of Massachusetts.

15. Amendment. This Agreement contains the entire agreement of the parties with respect to the transactions contemplated by the Agreement and may be amended by mutual consent of the parties in writing at any time; provided, however, that there shall not be any amendment that by law requires approval by the shareholders of a party without obtaining such approval.

16. Waiver. At any time on or prior to the Exchange Date, the Acquired Fund or the Acquiring Fund, after consultation with counsel and by consent of its trustees or an officer authorized by such trustees, may waive any condition to its respective obligations hereunder.

17. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by either party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

18. Notices. Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, courier or certified mail addressed to the NACM Trust at 600 West Broadway, Suite 3200, San Diego, CA 92101 [(fax: 619-744-5533)] and to the Allianz Trust at 1345 Avenue of the Americas, New York, NY 10105 [(fax: 212-739-3948)].

19. Recourse. All persons dealing with the Acquiring Fund or the Acquired Fund must look solely to the property of such Fund for the enforcement of any claims against such Fund, as neither the trustees, directors, officers, agents nor shareholders of the Funds or other series of the respective Trusts assume any liability for obligations entered into on behalf of any of the Funds.

20. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

22. Declaration of Trust. A copy of the Allianz Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the trustees of the Allianz Trust on behalf of the Acquiring Fund as trustees and not individually and that the obligations of this instrument are not binding upon any of the trustees, officers or shareholders of the Allianz Trust individually but are binding only upon the assets and property of the Acquiring Fund.

Notice is hereby given that this instrument is executed on behalf of the trustees of the NACM Trust on behalf of the Acquired Fund as trustees and not individually and that the obligations of this instrument are not binding upon any of the trustees, officers or shareholders of the NACM Trust individually but are binding only upon the assets and property of the Acquired Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

NICHOLAS-APPLEGATE
INSTITUTIONAL FUNDS,
on behalf of its Nicholas-Applegate International
Growth Fund

ALLIANZ FUNDS MULTI-STRATEGY TRUST,
on behalf of its Allianz NACM International
Growth Fund

Agreed and accepted as to Section 6 only:
ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC

This Schedule 1 is being furnished by Allianz NACM International Growth Fund, a series of Allianz Funds Multi-Strategy Trust, to Nicholas-Applegate International Growth Fund, a series of Nicholas-Applegate Institutional Funds, in connection with the execution and delivery of that certain Agreement and Plan of Reorganization dated as of January [ ], 2009 ("Agreement"). Unless the context otherwise requires, all capitalized terms used in this Schedule 1 shall have the same meanings assigned to them in the Agreement.

In September 2004, Allianz Global Investors Fund Management LLC ("AGIFM"), PEA Capital LLC ("PEA") and Allianz Global Investors Distributors LLC ("AGID") settled a regulatory action with the SEC that alleged violations of various antifraud provisions of the federal securities laws in connection with an alleged market timing arrangement involving trading of shares of certain open-end funds advised by AGIFM and not in the Allianz Funds Multi-Strategy Trust. PEA, AGID and Allianz Global Investors of America L.P. ("AGI") reached a settlement relating to the same subject matter with the Attorney General of the State of New Jersey in June 2004. AGI, AGIFM, PEA and AGID paid a total of $68 million to the SEC and New Jersey to settle the claims related to market timing. In addition to monetary payments, the settling parties agreed to undertake certain corporate governance, compliance and disclosure reforms related to market timing, brok erage commissions, revenue sharing and shelf space arrangements, and consented to cease and desist orders and censures. The settling parties did not admit or deny the findings in these settlements. None of these settlements alleged that any inappropriate activity took place with respect to the funds of the Allianz Multi-Strategy Trust. Subsequent to these events, PEA deregistered as an investment adviser and dissolved.

Since February 2004, AGIFM, AGID and certain of their affiliates and employees, certain affiliated investment companies, and certain current and former trustees of the above-referenced funds advised by AGIFM have been named as defendants in eleven lawsuits filed in various jurisdictions, which have been transferred to and consolidated for pre-trial proceedings in a multi-district litigation proceeding in the U.S. District Court for the District of Maryland. The lawsuits generally relate to the same allegations that are the subject of the regulatory proceedings discussed above. The lawsuits seek, among other things, unspecified compensatory damages plus interest and, in some cases, punitive damages, the rescission of investment advisory contracts, the return of fees paid under those contracts, restitution and waiver of or return of certain sales charges paid by fund shareholders.

It is possible that these matters and/or other developments resulting from these matters could result in increased Allianz Multi-Strategy Trust fund redemptions or other adverse consequences to the funds of the Allianz Multi-Strategy Trust. However, AGIFM and AGID believe that these matters are not likely to have a material adverse effect on the funds of the Allianz Multi-Strategy Trust or on AGIFM's or AGID's ability to perform their respective investment advisory or distribution services relating to the funds of the Allianz Multi-Strategy Trust.

The foregoing speaks only as of the date of this Agreement. While there may be additional litigation or regulatory developments in connection with the matters discussed above, the foregoing disclosure of litigation and regulatory matters will be updated if those developments are likely to have a material adverse effect on the funds of the Allianz Multi-Strategy Trust or on the ability of AGIFM, any sub-adviser or AGID to perform their respective contracts with respect to the funds of the Allianz Multi-Strategy Trust.

This Schedule 2 is being furnished by Nicholas-Applegate Institutional Funds, a Delaware statutory trust (the "NACM Trust"), on behalf of its Nicholas-Applegate International Growth Fund (the "Acquired Fund"), to Allianz Funds Multi-Strategy Trust, a Massachusetts business trust (the "Allianz Trust"), on behalf of its Allianz NACM International Growth Fund, in connection with the execution and delivery of that certain Agreement and Plan of Reorganization dated as of January [ ], 2009 ("Agreement"). Unless the context otherwise requires, all capitalized terms used in this Schedule 1 shall have the same meanings assigned to them in the Agreement.

The Nicholas-Applegate Institutional Funds are not subject to any material pending litigation required to be disclosed on this Schedule 2.

This Investment Management Agreement is executed as of January [ ], 2009 by and between NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS, a Delaware statutory trust (the "Trust"), on behalf of the Nicholas-Applegate International Growth Fund (the "Fund"), and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the "Manager").

That in consideration of the mutual covenants herein contained, it is agreed as follows:

(a) Subject always to the control of the Trustees of the Trust and to such policies as the Trustees may determine, the Manager will, at its expense, either directly or through others selected by it: (i) furnish continuously an investment program for the Fund and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities or other investments and (ii) furnish office space and equipment, provide bookkeeping and clerical services (excluding determination of net asset value and shareholder accounting services) and pay all salaries, fees and expenses of officers and Trustees of the Trust who are affiliated with the Manager (unless such salaries, fees and expenses of such officers and Trustees are paid by another affiliate of the Manager other than the Fund). In the performance of its duties, the Manager will comply with the provisions of the Agreement and Decl aration of Trust and By-laws of the Trust, each as amended from time to time, and the Fund's stated investment objectives, policies and restrictions.

(b) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Manager shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Manager, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker o r dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Trust hereby agrees with the Manager and with any Sub-Adviser selected by the Manager as provided in Section 1(c) hereof that any entity or person associated with the Manager that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund that is permitted by Section 11(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, as amended from time to time (the "1934 Act").

(c) Subject to the provisions of the Trust's Amended and Restated Agreement and Declaration of Trust and the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time (the "1940 Act"), the Manager, at its expense, may select and contract with one or more investment advisers (the "Sub-Advisers") for the Fund. The Manager shall retain any Sub-Adviser pursuant to a sub-advisory agreement

the terms and conditions of which are acceptable to the Trust on behalf of the Fund. If the Manager retains a Sub-Adviser hereunder, then unless otherwise provided in the sub-advisory agreement, the obligation of the Manager under this Agreement with respect to the Fund shall be, subject in any event to the control of the Trustees of the Trust, to determine and review with the Sub-Adviser the investment policies of the Fund, and the Sub-Adviser shall have the obligation of furnishing continuously an investment program and making investment decisions for the Fund (or with respect to a portion of the Fund's assets managed by the Sub-Adviser), adhering to applicable investment objectives, policies and restrictions, and placing all orders for the purchase and sale of portfolio securities and other investments for the Fund (or with respect to a portion of the Fund's assets managed by the Sub-Adviser), as applicable. The Manager (and not the Fund) will compensate (either directly or indirectly) any Sub-Adviser for its services to the Fund. Subject to the provisions of the sub-advisory agreement with the Sub-Adviser, the Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected.

The Trust and the Manager further agree that a Sub-Adviser may, in turn, retain one or more investment advisers to perform services that are contemplated by this Section 1(c) as being performed by the Sub-Adviser on behalf of the Fund, in each case pursuant to a sub-advisory or portfolio management agreement between the Sub-Adviser and each such investment adviser, the terms and conditions of which are acceptable to the Trust on behalf of the Fund and the Manager.

(d) The Manager shall not be obligated to pay any expenses of or for the Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3.

It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a shareholder, partner, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

The Trust will pay to the Manager as compensation for the Manager's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee for the Fund, based on the Fund's average daily net assets, computed and paid monthly at the annual rates set forth on Schedule A attached hereto.

For purposes of this Section 3, "average daily net assets" means the average of all of the determinations of the Fund's net asset value at the close of business on each business day during each month while this Agreement is in effect. Such fee shall be payable for each month within fifteen (15) business days after the end of such month. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

In the event that the Manager has agreed to a fee waiver or an expense limitation or reimbursement arrangement with the Fund, subject to such terms and conditions as the Manager and the Fund may set forth in such agreement, the compensation due the Manager hereunder shall be reduced, and, if necessary, the Manager shall bear expenses with respect to the Fund, to the extent required by such fee waiver or expense limitation or reimbursement arrangement.

This Agreement shall automatically terminate with respect to the Fund, without the payment of any penalty, in the event of its assignment with respect to the Fund; and this Agreement shall not be materially amended as to the Fund unless such amendment is approved by the affirmative vote of a majority of the outstanding shares of the Fund (except if such shareholder approval is not required by the 1940 Act, giving effect to any interpretations

of or exemptive relief granted by the Securities and Exchange Commission and/or its Staff), and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Fund or of the Manager or of any other investment adviser of the Fund.

This Agreement shall become effective upon its execution, and shall remain in full force and effect as to the Fund continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows:

(a) Either party hereto may at any time terminate this Agreement as to the Fund by not less than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party, or

(b) If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Fund or of the Manager or any other investment adviser to the Fund, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement with respect to the Fund, then this Agreement shall automatically terminate with respect to the Fund at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act.

Action by the Trust under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund.

Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

For the purposes of this Agreement, the "affirmative vote of a majority of the outstanding shares" of the Fund means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the outstanding voting securities of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding voting securities of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding voting securities of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Agreement, the terms "affiliated person," "control," "interested person," "investment adviser" and "assignment" shall have their respective meanings defined in the 1940 Act, giving effect to any interpretations of or exemptive relief granted by the Securities and Exchange Commission and/or its Staff; the term "specifically approve at least annually" shall be construed in a manner consistent with the 1940 Act, the rules and regulations thereunder and related interpretations of the Securities and Exchange Commission (the "SEC") and/or its Staff; and the term "brokerage and research services" shall have the meaning given in the 1934 Act, the rules and regulations thereunder and related interpretations of the SEC and/or its Staff.

Notwithstanding any other provisions of this Agreement, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager, including its officers, directors, members and partners, shall not be subject to any liability to the Trust, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder.

A copy of the Trust's Amended and Restated Agreement and Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are

not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Trust.

It is expressly understood that the names "Allianz," "NACM," "Nicholas-Applegate Capital Management LLC," or any derivation thereof, or any logo associated with those names, are the valuable property of the Manager and its affiliates, and that the Trust shall have the limited right to use such names (or derivations thereof or associated logos) only so long as the Manager shall consent and this Agreement shall remain in effect. Upon reasonable notice from the Manager to the Trust or upon termination of this Agreement, the Trust shall forthwith cease to use such names (or derivations thereof or associated logos) and shall promptly amend its Agreement and Declaration of Trust and other public documents to change its name accordingly. The covenants on the part of the Trust in this Section 9 shall be binding upon it, its Trustees, officers, stockholders, creditors and all other persons claiming under or through it, and shall survive the termination of this Agreement.

Unless otherwise instructed by the Trustees of the Trust, the Manager shall have the responsibility to exercise or procure the exercise of any voting right attaching to investments of the Fund in accordance with proxy voting policies approved by the Fund. Unless otherwise instructed by the Trustees of the Trust, the Manager shall have the responsibility to exercise or procure the exercise of any rights of the Trust with respect to any class action proceedings or other legal action concerning investments of the Fund.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

IN WITNESS WHEREOF, NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC have each caused this instrument to be signed in its behalf by its duly authorized representative, all as of the day and year first written above.

IN WITNESS WHEREOF, NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS and ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC have each caused this Schedule A to the Investment Management Agreement to be signed in its behalf by its duly authorized representative, on this ___ day of _____________, 2009.

This Sub-Advisory Agreement is executed as of __________, 2009 by and between ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC, a Delaware limited liability company (the "Manager"), and NICHOLAS-APPLEGATE CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the "Sub-Adviser").

That in consideration of the mutual covenants herein contained, it is agreed as follows:

(a) Subject always to the direction and oversight of the Trustees of Nicholas-Applegate Institutional Funds (the "Trust"), a Delaware statutory trust, and the Manager, the Sub-Adviser will, at its expense, either directly or through others selected by it, furnish continuously an investment program for the Nicholas-Applegate International Growth Fund (the "Fund") and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities or other investments. In the performance of its duties, the Sub-Adviser (1) will comply with the provisions of the Trust's Agreement and Declaration of Trust and Bylaws, including any amendments or restatements thereto (upon receipt of such amendments or restatements by the Sub-Adviser), and the investment objectives, policies and restrictions of the Fund as set forth in its current Prospectus(es) and Statement of Additional Informati on (copies of which will be supplied by the Manager to the Sub-Adviser upon filing with the Securities and Exchange Commission (the "SEC")), (2) will use its best efforts to safeguard and promote the welfare of the Fund and (3) will comply with other policies that the Trustees or the Manager, as the case may be, may from time to time determine as promptly as practicable after such policies have been communicated to the Sub-Adviser in writing. The Sub-Adviser and the Manager shall each make its officers and employees available to the other from time to time at reasonable times to review the investment policies of the Fund and to consult with each other and any other sub-adviser(s) to the Fund regarding the investment affairs of the Fund.

(b) The Sub-Adviser shall be responsible, either directly or through others selected by it, for daily monitoring of the investment activities and portfolio holdings of the Fund's portfolio in connection with the Fund's compliance with its investment objectives, policies and restrictions, as set forth in the Fund's current Prospectus(es) and Statement of Additional Information. The Sub-Adviser shall also cooperate with and provide sufficient information to the Manager to assist the Manager in its monitoring of the investment activities and portfolio holdings of the Fund in connection with the Fund's overall compliance with the Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder (the "1940 Act"), the Fund's compliance with the investment objectives, policies and restrictions of the Fund as set forth in its current Prospectus(es) and Statement of Additional Information, and the Fund's satisfaction of quarterly diversification requirements for qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder. Notwithstanding the investment discretion delegated to the Sub-Adviser in paragraph (a) of this Section, the Sub-Adviser shall act on any instructions of the Manager with respect to the investment activities of the Fund to ensure the Fund's compliance with the foregoing.

(c) The Sub-Adviser, at its expense, either directly or through others selected by it, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including verification and oversight of the pricing of the portfolio securities and other instruments comprising the Fund's portfolio (but excluding determination of net asset value and shareholder accounting services).

(d) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Sub-Adviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the Fund and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. The Manager hereby agrees with the Sub-Advise r that any entity or person associated with the Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund that is permitted by Section 11(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, as amended from time to time (the "1934 Act").

(e) The Sub-Adviser shall not be obligated to pay any expenses of or for the Fund or the Manager not expressly assumed by the Sub-Adviser pursuant to this Section 1.

It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a shareholder, partner, director, officer or employee of, or be otherwise interested in, the Sub-Adviser, and in any person controlled by or under common control with the Sub-Adviser, and that the Sub-Adviser and any person controlled by or under common control with the Sub-Adviser may have an interest in the Trust. It is also understood that the Sub-Adviser and persons controlled by or under common control with the Sub-Adviser have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

The Manager will pay to the Sub-Adviser as compensation for the Sub-Adviser's services rendered, for the facilities furnished and for the expenses borne by the Sub-Adviser pursuant to Section 1, a fee for the Fund, based on the Fund's average daily net assets, computed and paid monthly at the annual rates set forth on Schedule A attached hereto.

For purposes of this Section 3, "average daily net assets" means the average of all of the determinations of the Fund's net asset value at the close of business on each business day during each month while this Agreement is in effect. Such fee shall be payable for each month within fifteen (15) business days after the end of such month. If the Sub-Adviser shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

In the event that the Sub-Adviser has agreed to a fee waiver arrangement with the Manager on behalf of the Fund, subject to such terms and conditions as the Sub-Adviser and the Manager may set forth in such agreement, the compensation due the Sub-Adviser with respect to the Fund hereunder shall be reduced to the extent required by such fee waiver arrangement.

This Agreement shall automatically terminate with respect to the Fund, without the payment of any penalty, in the event of its assignment with respect to the Fund or in the event that the Investment Management Agreement

between the Manager and the Trust shall have terminated with respect to the Fund for any reason; and this Agreement shall not be materially amended as to the Fund unless such amendment is approved by the affirmative vote of a majority of the outstanding shares of the Fund (except if such shareholder approval is not required by the 1940 Act, giving effect to any interpretations of or exemptive relief granted by the SEC and/or its Staff), and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Fund, the Manager, or the Sub-Adviser.

(a) The Trust may at any time terminate this Agreement as to the Fund by written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Sub-Adviser, or

(b) If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Fund, the Manager, or the Sub-Adviser, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement with respect to the Fund, then this Agreement shall automatically terminate with respect to the Fund at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided h erein, the Sub-Adviser may continue to serve hereunder in a manner consistent with the 1940 Act, or

(c) Either party hereto may at any time terminate this Agreement as to the Fund by not less than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.

Action by the Trust under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund.

Termination of this Agreement pursuant to this Section 5 shall be without the payment of any penalty.

The Sub-Adviser shall promptly notify the Manager in writing of the occurrence of any of the following events: (a) the Sub-Adviser shall fail to be registered as an investment adviser under the Investment Advisers Act of 1940, as amended from time to time, (b) the Sub-Adviser shall have been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust, (c) there is a change in control of the Sub-Adviser or a change in control of any parent of the Sub-Adviser within the meaning of the 1940 Act, or (d) there is a material adverse change in the business or financial position of the Sub-Adviser.

For the purposes of this Agreement, the terms "affiliated person," "control," "interested person" and "assignment" shall have their respective meanings defined in the 1940 Act, giving effect to any interpretations of or exemptive relief granted by the SEC and/or its Staff; the term "specifically approve at least annually" shall be construed in a manner consistent with the 1940 Act, the rules and regulations thereunder and related

interpretations of the SEC and/or its Staff; and the term "brokerage and research services" shall have the meaning given in the 1934 Act, the rules and regulations thereunder and related interpretations of the SEC and/or its Staff.

Notwithstanding any other provisions of this Agreement, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser, or reckless disregard of its obligations and duties hereunder, the Sub-Adviser, including its officers, directors, members and partners, shall not be subject to any liability to the Manager, to the Trust, or to any shareholder, officer, director, partner or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder.

Unless otherwise instructed by the Trustees of the Trust or the Manager, the Sub-Adviser shall have the responsibility to exercise or procure the exercise of any voting right attaching to investments of the Fund in accordance with proxy voting policies approved by the Fund. Unless otherwise determined by the Trustees of the Trust or the Manager and notified to the Sub-Adviser, the Manager shall have the responsibility to exercise or procure the exercise of any rights of the Trust with respect to any class action proceedings or other legal action concerning investments of the Fund.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

IN WITNESS WHEREOF, ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC and NICHOLAS-APPLEGATE CAPITAL MANAGEMENT LLC have each caused this instrument to be signed in its behalf by its duly authorized representative, all as of the day and year first written above.

IN WITNESS WHEREOF, ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC and NICHOLAS-APPLEGATE CAPITAL MANAGEMENT LLC have each caused this Schedule A to the Sub-Advisory Agreement to be signed in its behalf by its duly authorized representative, on this ___ day of ____________, 2009.

PROXY SOLICITED BY THE BOARD OF TRUSTEES

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS – January 28, 2009

The undersigned hereby appoints Deborah A. Wussow and Charles H. Field, Jr. and each of them separately, proxies with power of substitution to each, and hereby authorizes them to represent and to vote, as designated below, at the Special Meeting of Shareholders of the Nicholas-Applegate International Growth Fund (the “Fund”), on January 28, 2009 at 10:00 a.m. Pacific time, and at any adjournments thereof, all of the shares of the Fund which the undersigned would be entitled to vote if personally present.

	NOTE: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, Trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signer’s office. If a partner, sign in the partnership name.

	Signature (s) (if held jointly):






	Date:

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS.

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. The Trustees recommend a vote FOR each of the Proposals.

Please vote by filling in the appropriate box below.

1.	Proposal to approve the reorganization of the Nicholas-Applegate International Growth Fund with and into the Allianz NACM International Growth Fund, as described in the Proxy Statement and the Agreement and Plan of Reorganization.

	o FOR	o AGAINST	o ABSTAIN

2.	Proposal to approve the new advisory agreement between Allianz Global Fund Management and the Nicholas-Applegate Institutional Funds with respect to the Nicholas-Applegate International Growth Fund, as described in the Proxy Statement.

	o FOR	o AGAINST	o ABSTAIN

3.	Proposal to approve the new sub-advisory agreement between Allianz Global Investors Fund Management LLC and Nicholas-Applegate Capital Management LLC with respect to the Nicholas-Applegate International Growth Fund, as described in the Proxy Statement.

	o FOR	o AGAINST	o ABSTAIN

PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

	Fund Class I- Current			Fund Class I Pro Forma⁽¹⁾			New Fund Institutional Class Shares Pro Forma⁽¹⁾
Management/Advisory Fee		0.50	%		0.85	%		0.85	%
Distribution (12b-1) fee		None			None			None
Other Expenses⁽²⁾		0.88	%		1.35	%		1.35	%
Total Annual Fund Operating Expenses*		1.38	%		2.20	%		2.20	%
Expense Reduction*		N/A			1.00	%		1.00	%
Net Fund Operating Expenses*		1.38	%		1.20	%⁽³⁾		1.20	%⁽³⁾

Share Class*	1 year		3 years		5 years		10 years
Current Expenses—Class I Shares	$	145	$	457	$	801	$	1,823
Pro Forma Expenses—Class I Shares	$	122	$	381	$	660	$	1,455
New Fund Institutional Class Shares	$	122	$	381	$	660	$	1,455

Fee Under Current Advisory Agreement (As a Percentage of Average Daily Net Assets)				Fee Under Proposed Investment Management Agreement (As a Percentage of Average Daily Net Assets)
	0.50	%			0.85	%

NAME, ADDRESS AND DATE OF BIRTH	POSITION(S) HELD WITH THE ALLIANZ TRUST	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
Interested Trustee*

John C. Maney** 08/03/1959	Trustee	Management Board of Allianz Global Investors Fund Management LLC; Management Board and Managing Director of Allianz Global Investors of America L.P. since January 2005 and also Chief Operating Officer of Allianz Global Investors of America L.P. since November 2006.

Independent Trustees*

Paul Belica 09/27/1921	Trustee	Retired. Formerly Director, Student Loan Finance Corp., Education Loans, Inc., Goal Funding, Inc., Goal Funding II, Inc. and Surety Loan Fund, Inc. Formerly, Manager of Stratigos Fund LLC, Whistler Fund LLC, Xanthus Fund LLC & Wynstone Fund LLC.

Robert E. Connor 09/17/1934	Trustee	Retired. Formerly, Senior Vice President, Corporate Office, Smith Barney Inc.

Hans W. Kertess 07/12/1939	Trustee	President, H. Kertess & Co., a financial advisory company. Formerly, Managing Director, Royal Bank of Canada Capital Markets.

William B. Ogden, IV 01/11/1945	Trustee	Asset Management Industry Consultant. Formerly, Managing Director, Investment Banking Division of Citigroup Global Markets Inc.

R. Peter Sullivan III 09/04/1941	Trustee	Retired. Formerly, Managing Partner, Bear Wagner Specialists LLC, specialist firm on the New York Stock Exchange.

Diana L. Taylor 02/16/1955	Trustee	Managing Director, Wolfensohn & Co, 2007-present; Superintendent of Banks, State of New York, 2003-2007.

NAME, ADDRESS AND DATE OF BIRTH	POSITION(S) HELD WITH THE ALLIANZ TRUST	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS*
*Officers*

E. Blake Moore, Jr. 5/8/1958	President and Chief Executive Officer	Chief Executive Officer of Allianz Global Investors Fund Management LLC and Allianz Global Investors Solutions LLC. President and Chief Executive Officer of 46 funds in the Fund Complex. Formerly, Managing Director and Member of Executive Committee, Nicholas-Applegate Capital Management LLC; Managing Director and Chief Executive Officer of Allianz Global Investors Distributors LLC and Allianz Global Investors Managed Accounts LLC.

Thomas J. Fuccillo 3/22/1968	Vice President, Chief Legal Officer and Secretary	Executive Vice President, Chief Legal Officer and Secretary of Allianz Global Investors Fund Management LLC and Allianz Global Investors Solutions LLC; Executive Vice President of Allianz Global Investors of America L.P. Formerly, Senior Vice President, Senior Counsel, Allianz Global Investors of America L.P., Vice President, Secretary and Chief Legal Officer of 81 funds in the Fund Complex; Secretary and Chief Legal Officer of The Korea Fund, Inc.; Formerly, Vice President and Associate General Counsel, Neuberger Berman, LLC (1991-2004).

Andrew J. Meyers 1/25/1961	Vice President	Managing Director and Chief Operating Officer, Allianz Global Investors Distributors LLC, Allianz Global Investors Managed Accounts LLC; Managing Director, Allianz Global Investors Advertising Agency Inc.; and Management Board and Chief Operating Officer of OpCap Advisors LLC. Vice President of 46 funds in the Fund Complex. Formerly, Managing Director and Chief Operating Officer of Allianz Global Investors Fund Management LLC; Managing Director, Executive VP and Director of Marketing, Allianz Global Investors Distributors LLC.

Brian S. Shlissel 11/14/1964	Treasurer and Principal Financial and Accounting Officer	Executive Vice President, Director of Fund Administration, Allianz Global Investors Fund Management LLC; Executive Vice President, OpCap Advisors LLC, Director of 6 funds in the Fund Complex; President and Chief Executive Officer of 35 funds in the Fund Complex; Treasurer, Principal Financial and Accounting Officer of 46 funds in the Fund Complex and The Korea Fund, Inc.

Shareholder Transaction Expenses	New Shares	Old Shares
Maximum initial sales charge imposed on purchases (as a percentage of offering price at time of purchase)	None	None
Maximum sales charge imposed on reinvested dividends (as a percentage of net asset value at time of purchase)	None	None
Maximum contingent deferred sales charge ("CDSC") (as a percentage of original purchase price)¹	None	None
Exchange Fee¹	None	None

NAME	POSITION WITH ALLIANZ GLOBAL FUND MANAGEMENT	RECENT PROFESSIONAL EXPERIENCE
Bruce Koepfgen	Management Board	Mr. Koepfgen is a Managing Director and Chief Executive Officer of Oppenheimer Capital LLC. Mr. Koepfgen has more than 27 years of business-management and financial-market experience. He spent 23 years at Salomon Brothers, including 15 years as a managing director. From 1999 to 2003, Mr. Koepfgen was a private investor, consultant and CEO to venture-backed start-up companies.

Marna C. Whittington	Management Board	Ms. Whittington is the Managing Director, Chief Executive Officer and member of the Executive Committee of Nicholas-Applegate Capital Management LLC. She is also Chief Operating Officer of Allianz Global Investors AG and Co-CEO of AGI Management Partners. Ms. Whittington joined Nicholas-Applegate Capital Management in 2001. Ms. Whittington has over 20 years prior management experience, previously with Morgan Stanley Asset Management, as a Managing Director and Chief Operating Officer (from 1995 to 2001) and Miller, Anderson & Sherrerd, as a Managing Partner (from 1984 to 1992).

Barbara R. Claussen	Management Board	Ms. Claussen joined NFJ in 1989 and served as its head equity trader for approximately 17 years. In 2003, her role expanded to include supervision of all administrative, compliance and operational aspects of the firm and in 2005 she was promoted to Chief Operating Officer. Prior to joining NFJ in 1989, she worked for NationsBank where she spent 9 years in trading, including coordinating all trading for more than 15 affiliate banks. She has over 25 years of experience in the investment business.

Udo Frank	Management Board	Mr. Frank is Chief Executive Officer of RCM and an Executive Committee Member of Allianz Global Investors. He serves as a Board Member of Allianz Global Investors U.S. Retail LLC of which he formerly served as Chief Executive Officer of Equities (2001-2002).

Fund	Size (in millions)¹		Compensation (as a percentage of average daily net assets)
Allianz RCM International Growth Equity Fund	$	41.2		0.50	%
Allianz RCM International Opportunities Fund	$	2.4		0.85	%
Allianz NACM International Fund	$	169.5		0.60	%

Fund	Size (in millions)		Compensation (as a percentage of average daily net assets)
Nicholas-Applegate International All Cap Growth Fund	$	10.0 ¹		0.85	%
Nicholas-Applegate International Systematic Fund	$	74.8 ¹		0.50	%
Allianz NACM International Fund	$	169.5 ²		0.50	%

Name and Address	Position with NACM	Principal Occupation
Horacio A. Valeiras	Managing Director; Chief Investment Officer and Executive Committee Member	Position with NACM

Marna C. Whittington, Ph.D.	Managing Director; Chief Executive Officer; Executive Committee Member	Position with NACM

Douglas G. Forsyth	Managing Director; Portfolio Manager U.S. High Yield/Convertible Bonds; Executive Committee Member	Position with NACM

John C. McCraw	Managing Director; Portfolio Manager U.S. Micro/Emerging Growth; Executive Committee Member	Position with NACM

Charles H. Field, Jr.	Managing Director; General Counsel	Position with NACM

Michael J. Puntoriero	Chief Financial Officer	Position with NACM

Deborah A. Wussow	Chief Compliance Officer	Position with NACM

Katherine A. Rich	Managing Director, Head of Client Service and Marketing and Executive Committee Member	Position with NACM

Name and Address of Beneficial Owner	Share Class	Number of Shares of Class I		Percentage of Outstanding Shares of Class I
CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET 11TH FLOOR SAN FRANCISCO, CA 94104	I		561,757.184		47.6	%

STATE STREET BANK & TRUST FBO BINGHAM MCCUTCHEN LLP PARTNER RE 200 NEWPORT AVE N QUINCY, MA 02171	I		532,537.235		45.1	%

MAC & CO MUTUAL FUND OPERATIONS 525 WILLIAM PENN PL PITTSBURGH, PA 15219	R		348,414.112		100.0	%

WELLS FARGO BANK NA FBO SCHOOL SISTERS OF NOTRE DAME PO BOX 1533 MINNEAPOLIS, MN 55485	II		1,044,924.005		85.2	%

M J MURDOCK CHARITABLE TRUST PO BOX 1618 VANCOUVER, WA 98668	II		181,059.972		14.8	%

Name of Trustee				Dollar Range of Equity Securities in the Fund
Darlene T. De Remer				$10,001-$50,000

Bradford K. Gallagher				None

Steven Grenadier				None

Arthur B. Laffer				None

John J. Murphy				None

Horacio A. Valeiras				None

Fund				Annual Fee Rate (stated as a percentage of the Fund's average daily net assets)				Effective Date
Nicholas-Applegate International Growth Fund					0.85	%		[ ]/2009