File No. 811-6496
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 / /
Amendment No. 5 /x/
PIC Growth Portfolio
(Exact name of registrant as specified in charter)
300 North Lake Avenue
Pasadena, CA 91101-4106
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number (including area code): (818) 449-8500
Thad M. Brown
Provident Investment Counsel
300 North Lake Avenue
Pasadena, CA 91101-4106
(Name and address of agent for service of process)
<PAGE>
PIC GROWTH PORTFOLIO
PART A.
Item 4. General Description of Registrant
PIC Growth Portfolio (the "Growth Portfolio" or the "Portfolio") is a
diversified, management open-end investment company which was organized as a
trust under the laws of the State of New York on December 11, 1991.
The investment objective of the Growth Portfolio is to provide
long-term growth of capital. There is no assurance that the Growth Fund will
achieve its objective.
The Growth Portfolio will invest in equity securities, consisting of
common stocks and securities having the characteristics of common stocks, such
as convertible preferred stocks, convertible debt securities and warrants. The
Growth Portfolio will invest at least 60% and under normal circumstances expects
to invest at least 80% of its assets in such equity securities. In selecting
investments for the Growth Portfolio, Provident Investment Counsel, the Advisor
to the Growth Portfolio, will select equity securities of companies of various
sizes which are currently experiencing an above-average rate of earnings growth.
In addition, the Advisor seeks companies that have a five-year average
performance record of sales, earnings, pretax margins, return on equity and
reinvestment rate at an aggregate average of 1.5 times the average performance
of the Standard & Poor's 500 Index ("S&P 500") for the same period. The
Portfolio attempts to invest in a range of small, medium and large companies;
the minimum market capitalization of portfolio security is expected to be $250
million, and the average market capitalization is currently approximately $15
billion. Equity securities will typically average less than a 1% dividend.
Currently, approximately 70% of the equity securities in which the Portfolio
will invest are listed and traded on the New York and American Stock Exchanges,
and the remainder are traded on the NASDAQ system or otherwise over the counter.
The Advisor supports its selection of individual securities through intensive
research and uses qualitative and quantitative disciplines to determine when
securities should be sold.
In unusual circumstances, economic, monetary, technical and other
factors may cause the Advisor to assume a temporary, defensive portion during
which all or a substantial portion of the Portfolio's assets may be invested in
short-term instruments. Under normal market conditions, it is expected that
investments in such short-term instruments may range from zero (fully invested)
to 20% of the Portfolio's assets. For more information about short-term
investments, see "General -- Short-Term Investments" below. The Growth Portfolio
also may invest part of its assets temporarily in short-term investments pending
the investment of the proceeds of the sale of its Interests or of its portfolio
securities.
The Growth Portfolio may also invest in foreign securities, although
there is no requirement that it do so. See "General -- Foreign Securities"
below.
GRWTHN1A.POR
1
<PAGE>
General
Short-Term Investments. The short-term investments that may be
purchased by the Growth Portfolio consist of high quality debt obligations
maturing in one year or less from the date of purchase, such as U.S. Government
securities, certificates of deposit, bankers' acceptances and commercial paper.
High quality means the obligations have been rated at least A-1 by Standard &
Poor's Corporation ("S&P") or Prime-1 by Moody's Investors Service, Inc.
("Moody's"), or have an outstanding issue of debt securities rated at least A by
S&P or Moody's, or are of comparable quality in the opinion of the Advisor. See
the Appendix for a description of S&P and Moody's ratings.
Short-term investments also include repurchase agreements. A repurchase
agreement is a transaction in which the Portfolio purchases a security, and at
the same time, the seller (normally a commercial bank or broker-dealer) agrees
to repurchase the same security (and/or a security substituted for it under the
repurchase agreement) at an agreed-upon price and date in the future. The resale
price is in excess of the purchase price in that it reflects an agreed-upon
market interest rate effective for the period of time during which the Portfolio
holds the securities. The majority of these transactions run from day to day and
not more than seven days from the original purchase. The Portfolio's risk is
limited to the ability of the seller to pay the agreed-upon sum upon the
delivery date; in the event of bankruptcy or other default by the seller, there
may be possible delays and expenses in liquidating the instrument purchased,
decline in its value and loss of interest. However, the securities will be
marked to market every business day so that their value is at least equal to the
amount due from the seller, including accrued interest. The Advisor will also
consider the creditworthiness of any bank or broker-dealer involved in
repurchase agreements.
U.S. Government Securities. U.S. Government securities include direct
obligations issued by the United States Treasury, such as Treasury bills,
certificates of indebtedness, notes and bonds. U.S. Government agencies and
instrumentalities that issue or guarantee securities include, but are not
limited to, the Federal Home Loan Banks, the Federal National Mortgage
Association and the Student Loan Marketing Association.
Except for U.S. Treasury securities, obligations of U.S. Government
agencies and instrumentalities may or may not be supported by the full faith and
credit of the United States. Some, such as those of the Federal Home Loan Banks,
are backed by the right of the issuer to borrow from the Treasury; others by
discretionary authority of the U.S. Government to purchase the agencies'
obligations; while still others, such as the Student Loan Marketing Association,
are supported only by the credit of the instrumentality. In the case of
securities not backed by the full faith and credit of the United States, the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the obligation for ultimate repayment and may not be able to assert
a claim against the United States itself in the event the agency or
instrumentality does not meet its commitment.
GRWTHN1A.POR
2
<PAGE>
Foreign Securities. The Growth Portfolio has the right to invest up to
20% of its total assets in foreign securities. The Portfolio will only purchase
foreign securities which are listed on a national securities exchange or
included in the NASDAQ National Market System or which are represented by
American Depositary Receipts listed on a national securities exchange or
included in the NASDAQ National Market System.
Interest or dividend payments on foreign securities may be subject to
foreign withholding taxes. There are also risks in investing in foreign
securities. An investment may be affected by changes in currency rates and in
exchange control regulations. Foreign companies are frequently not subject to
the accounting and financial reporting standards applicable to domestic
companies, and there may be less information about foreign issuers. In addition,
investments in foreign countries are subject to the possibility of expropriation
or confiscatory taxation, political or social instability or diplomatic
developments that could adversely affect the value of those investments.
Futures. The Portfolio may buy and sell stock index futures contracts
in order to hedge against changes in prices of the Portfolio's securities, but
it has not done so in the past and does not anticipate doing so during the
current fiscal year.
Portfolio Turnover. The annual rate of portfolio turnover of the Growth
Portfolio for the fiscal year ended October 31, 1996 was 64.09% and is
anticipated to be less than 100% in the future. However, under certain market
conditions, the Portfolio may experience a higher rate of portfolio turnover. In
general, the Advisor will not consider the rate of portfolio turnover to be a
limiting factor in determining when or whether to purchase or sell securities in
order to achieve the Portfolio's objective. High portfolio turnover involves
correspondingly greater brokerage commissions and other transaction costs, which
are borne directly by the Portfolio, and may increase realized capital gains
which are taxable to Holders when distributed.
INVESTMENT RESTRICTIONS
The Portfolio has adopted certain investment restrictions, which are
described fully in the Statement of Additional Information. One of these
restrictions states that the Portfolio may borrow money only from banks for
temporary or emergency purposes in amounts not to exceed 10% of the Portfolio's
assets, and that additional investments may not be made while any such
borrowings are in excess of 5% of the Portfolio's assets. Like the investment
objective, these restrictions are fundamental and may be changed only by a
majority vote of the outstanding Interests of the Portfolio.
The Portfolio may, as a fundamental policy and within limits, engage in
short sales, but only those which are "against the box." Such short sales are a
method of locking in unrealized capital gains without current recognition of
such gains.
It is a position of the Securities and Exchange Commission (and an
operating although not a fundamental policy of the Portfolio) that open-end
investment companies such as the Portfolio
GRWTHN1A.POR
3
<PAGE>
should not make certain investments if thereafter more than 10% of the value of
its net assets would be so invested. The investments included in this 10% limit
are (i) those which are restricted; i.e., those which cannot freely be sold for
legal reasons (other than those which meet the requirements of Securities Act
Rule 144A); (ii) fixed time deposits subject to withdrawal penalties (other than
deposits with a term of less than seven days); (iii) repurchase agreements
having a maturity of more than seven days; and (iv) investments for which market
quotations are not readily available. The 10% limitation does not include
obligations which are payable at principal amount plus accrued interest within
seven days after purchase.
Item 5. Management of the Fund.
The Portfolio's Board of Trustees decides on matters of general policy
and reviews the activities of the Advisor and the Administrator. The Portfolio's
officers conduct and supervise the daily business operations of the Portfolio.
The Advisor
The Advisor to the Growth Portfolio is Provident Investment Counsel,
Inc., 300 North Lake Avenue, Pasadena, California 91101-4022. Subject to the
direction and control of the Trustees of the Growth Portfolio, the Advisor
formulates and implements an investment program for the Portfolio, including
determining which securities should be bought and sold. The Advisor also
provides certain of the officers of the Portfolio. For its services, The Advisor
receives a fee from the Portfolio, accrued daily and paid monthly, at the annual
rate of 0.80% of the average daily net assets of the Portfolio.
The Advisor is a corporation that traces its origins to an investment
partnership formed in 1951. On February 15, 1995, it became an indirect, wholly
owned subsidiary of United Asset Management ("UAM"), a publicly owned
corporation with headquarters located at One International Place, Boston, MA
02110. UAM is principally engaged, through affiliated firms, in providing
institutional investment management services. At December 31, 1996, total assets
under the Advisor's management were in excess of $19 billion.
The Administrator
Pursuant to an Administration Agreement, Investment Company
Administration Corporation (the "Administrator") supervises the overall
administration of the Portfolio, including, among other responsibilities, the
preparation and filing of all documents required for compliance by the Portfolio
with applicable laws and regulations, arranging for the maintenance of books and
records and the Portfolio, and supervision of other organizations that provides
services to the Portfolio. Certain officers of the Portfolio are also provided
by the Administrator. The Portfolio is responsible for paying legal and auditing
fees, the fees and expenses of its custodian, accounting services and transfer
agents, trustees' fees and registration fees, as well as its other operating
expenses. For the services it provides, the Administrator receives a fee from
the Portfolio at an annual rate of .10% of the average daily net assets of the
Portfolio subject to a $45,000 annual minimum; the fee is accrued daily and paid
monthly.
GRWTHN1A.POR
4
<PAGE>
Transfer and Dividend Paying Agent
The Portfolio does not have a transfer or dividend paying agent.
Item 6. Capital Stock and Other Securities
Holders of Interests in the Portfolio are entitled to one vote for each
full Interest held (and fractional votes for fractions of Interests) and may
vote in the election of Trustees and on other matters submitted to meetings of
Holders. It is not contemplated that regular annual meetings of Holders will be
held.
The Declaration of Trust provides that the Holders have the right, upon
the declaration in writing or vote of the Holders of a majority of Interests, to
remove a Trustee. The Trustees will call a meeting of Holders to vote on the
removal of a Trustee upon the written request of the Holders of ten per cent of
its Interests. In addition, ten Holders holding the lesser of $25,000 worth or
one per cent of the Interests may advise the Trustees in writing that they wish
to communicate with other Holders for the purpose of requesting a meeting to
remove a Trustee. The Trustees will then, if requested by the applicants, mail
at the applicants' expense the applicants' communication to all other Holders.
Holders of Interests have no preemptive or other right to subscribe for
additional securities. Interests are non-transferable.
Holders may be liable for obligations of the Portfolio, but the risk of
a Holder incurring financial loss on account of such liability is limited to
circumstances in which the Portfolio was unable to meet its obligations.
The Book Capital Account balances of Holders are determined at such
time or times, at such frequency and pursuant to such method as the Trustees may
from time to time determine. The power and duty to make such calculations may be
delegated by the Trustees to such person as the Trustees may determine. It is
expected that such calculations will be made on such days as necessary to comply
with Rule 22c-1 under the Investment Company Act of 1940 (the "1940 Act").
The Trustees shall, in compliance with applicable provisions of the
Internal Revenue Code (the "Code") or regulations thereunder, agree to (a) the
daily allocation of income or loss to each Holder, (b) the payment of
distributions to Holders and (c) upon liquidation of the Portfolio, the final
distribution of items of taxable income and expense. Any such agreement may be
amended from time to time to comply with the Code or regulations thereunder. The
Trustees may retain from net profits such amount as they may deem necessary to
pay the debts or expenses of the Portfolio or to meet obligations of the
Portfolio, or as they may deem desirable to use in the conduct of the affairs of
the Portfolio or to retain for future requirements or extension of the business
of the Portfolio.
As of February 28, 1997, the Registrant was controlled by the PIC
Growth Fund, 300 North Lake Avenue, Pasadena, CA 91101, which owned 99.9% of its
outstanding Interests.
GRWTHN1A.POR
5
<PAGE>
Item 7. Purchase of Securities Being Offered
Interests in the Portfolio are issued solely to institutional
investors, including regulated investment companies, group trusts governed by
Section 501(a) of the Code, common trust funds governed by Section 584 of the
Code and similar collective investment arrangements in transactions which do not
involve any "public offering" within the meaning of the Securities Act of 1933
(the "1933 Act"). This Registration Statement does not constitute an offer to
sell, or the solicitation of an offer to buy, any "security" within the meaning
of the 1933 Act.
There is no sales charge on Interests in the Portfolio, and the
Portfolio does not use its assets for distribution pursuant to Rule 12b-1 under
the 1940 Act. There is no minimum investment in the Portfolio. The Portfolio
reserves the right to reject any investment.
The net asset value of the Portfolio is determined as of the close of
trading (currently 4:00 p.m., New York time) on each day that the New York Stock
Exchange is open for trading. The net asset value per Interest of the Portfolio
is the value of the Portfolio's assets, less its liabilities, divided by the
number of Interests outstanding.
The Portfolio values its investments on the basis of the market value
of the securities. Securities and other assets for which market prices are not
readily available are valued at fair value as determined in good faith by the
Board of Trustees of the Portfolio. The fair value of debt securities with
remaining maturities of 60 days or less is normally their amortized cost value,
unless conditions indicate otherwise. Cash and receivables will be valued at
their face amounts. Interest will be recorded as accrued and dividends will be
recorded on their ex-dividend date. Item 8. Redemption or Repurchase
A Holder wishing to redeem Interests may do so at any time by writing
to the Fund in care of its Custodian at P.O. Box 8950, Wilmington DE 19899, or
by delivering instructions to the Custodian at 103 Bellevue Parkway, Wilmington,
Delaware 19809. The redemption request should identify the Portfolio, specify
the number of Interests to be redeemed and be signed by all registered owners
exactly as the account is registered, and it will not be accepted unless it
contains all required documents in proper form, as described below. If the
request is in proper form, the Interests specified will be redeemed at the net
asset value next determined after receipt of the request. Redemption of Small
Accounts
In order to reduce the Portfolio's expenses, the Board of Trustees is
authorized to cause the redemption of all of the Interests of any Holder whose
account has declined to a net asset value of less than $500, as a result of a
transfer or redemption, at the net asset value determined as of the close of
business on the business day preceding the sending of proceeds of such
redemption. The Portfolio would give Holders whose Interests were being redeemed
60 days' prior written notice in which to purchase sufficient Interests to avoid
such redemption. Item 9. Pending Legal Proceedings
Not applicable.
The date of this Part A is March 13, 1997.
6
<PAGE>
PART B.
PIC GROWTH PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page
This Statement of Additional Information of the PIC Growth Portfolio
(the "Growth Portfolio" or the "Portfolio") is not a prospectus, and it should
be read only in conjunction with Part A of this Registration Statement. The date
of this Statement of Additional Information is March 13, 1997.
Item 11. Table of Contents
<TABLE>
<CAPTION>
<S> <C>
Item 12. General Information and History............................................................. B-1
Item 13. Investment Objective and Policies........................................................... B-1
Item 14. Management of the Fund...................................................................... B-5
Item 15. Control Persons and Principal Holders of Securities......................................... B-6
Item 16. Investment Advisory and Other Services...................................................... B-6
Item 17. Brokerage Allocation........................................................................ B-7
Item 18. Capital Stock and Other Securities.......................................................... B-8
Item 19. Purchase, Redemption and Pricing of Securities Being Offered................................ B-8
Item 20. Tax Status.................................................................................. B-8
Item 21. Underwriters................................................................................ B-8
Item 22. Calculation of Performance Data............................................................. B-8
Item 23. Financial Statements........................................................................ B-8
Appendix.............................................................................................. B-9
</TABLE>
Item 12. General Information and History
Not applicable.
Item 13. Investment Objective and Policies
The investment objective of the Growth Portfolio is to provide
long-term growth of capital. There is no assurance that the Portfolio will
achieve its objective. The discussion below supplements information contained in
Part A as to investment policies of the Growth Portfolio.
Investment Restrictions
The Portfolio has adopted the following restrictions as fundamental
policies, which may not be changed without the favorable vote of the holders of
a "majority," as defined in the Investment Company Act of 1940 (the "1940 Act"),
of the outstanding voting securities of the Portfolio. Under the 1940 Act, the
"vote of the holders of a majority of the outstanding voting securities" means
the vote of the holders of the lesser of (i) 67% of the Interests of the
Portfolio
B-1
<PAGE>
represented at a meeting at which the holders of more than 50% of its
outstanding Interests are represented or (ii) more than 50% of the outstanding
Interests of the Portfolio.
The Portfolio may not:
1. Issue senior securities, borrow money or pledge its assets, except
that the Portfolio may borrow on an unsecured basis from banks for temporary or
emergency purposes or for the clearance of transactions in amounts not exceeding
10% of its total assets (not including the amount borrowed), provided that it
will not make investments while borrowings in excess of 5% of the value of the
its total assets are outstanding;
2. Make short sales of securities or maintain a short position, except
for short sales against the box;
3. Purchase securities on margin, except such short-term credits as may
be necessary for the clearance of transactions;
4. Write put or call options;
5. Act as underwriter (except to the extent the Portfolio may be deemed
to be an underwriter in connection with the sale of securities in its investment
portfolio);
6. Invest 25% or more of its total assets, calculated at the time of
purchase and taken at market value, in any one industry (other than U.S.
Government securities);
7. Purchase or sell real estate or interests in real estate or real
estate limited partnerships (although the Portfolio may purchase and sell
securities which are secured by real estate and securities of companies which
invest or deal in real estate);
8. Purchase or sell commodities or commodity futures contracts, except
that the Portfolio may purchase and sell stock index futures contracts;
9. Buy oil and gas limited partnerships;
10. Make loans (except for purchases of debt securities consistent with
the investment policies of the Portfolio and except for repurchase agreements);
or
11. Make investments for the purpose of exercising control or
management.
The Portfolio observes the following restrictions as a matter of
operating but not fundamental policy, pursuant to positions taken by federal and
state regulatory authorities:
The Portfolio may not:
B-2
<PAGE>
1. Purchase any security if as a result the Portfolio would then hold
more than 10% of any class of securities of an issuer (taking all common stock
issues as a single class, all preferred stock issues as a single class, and all
debt issues as a single class);
2. Invest in securities of any issuer if, to the knowledge of the
Portfolio, any officer or Trustee of the Portfolio or any officer or Director of
the Advisor owns more than 1/2 of 1% of the outstanding securities of such
issuer, and such officers, Trustees and Directors who own more than 1/2 of 1%
own in the aggregate more than 5% of the outstanding securities of such issuer;
3. Invest more than 5% of the value of its net assets in warrants
(included in that amount, but not to exceed 2% of the value of the Portfolio's
net assets, may be warrants which are not listed on the New York or American
Stock Exchange).
4. Invest in any security if as a result the Portfolio would have more
than 5% of its total assets invested in securities of companies which together
with any predecessor have been in continuous operation for fewer than three
years.
5. Invest more than 10% of its assets in the securities of other
investment companies or purchase more than 3% of any other investment company's
voting securities or make any other investment in other investment companies
except as permitted by federal and state law.
Repurchase Agreements
Repurchase agreements are transactions in which a Portfolio purchases a
security from a bank or recognized securities dealer and simultaneously commits
to resell that security to the bank or dealer at an agreed-upon date and price
reflecting a market rate of interest unrelated to the coupon rate or maturity of
the purchased security. The purchaser maintains custody of the underlying
securities prior to their repurchase; thus the obligation of the bank or dealer
to pay the repurchase price on the date agreed to is, in effect, secured by such
underlying securities. If the value of such securities is less than the
repurchase price, the other party to the agreement will provide additional
collateral so that at all times the collateral is at least equal to the
repurchase price.
Although repurchase agreements carry certain risks not associated with
direct investments in securities, the Portfolio intends to enter into repurchase
agreements only with banks and dealers believed by the Advisor to present
minimum credit risks in accordance with guidelines established by the Boards of
Trustees. The Advisor will review and monitor the creditworthiness of such
institutions under the Board's general supervision. To the extent that the
proceeds from any sale of collateral upon a default in the obligation to
repurchase were less than the repurchase price, the purchaser would suffer a
loss. If the other party to the repurchase agreement petitions for bankruptcy or
otherwise becomes subject to bankruptcy or other liquidation proceedings, there
might be restrictions on the purchaser's ability to sell the collateral and the
purchaser could suffer a loss. However, with respect to financial institutions
whose bankruptcy or liquidation proceedings are subject to the U.S. Bankruptcy
Code, the Portfolio intends to comply with provisions under that Code that would
allow them immediately to resell the collateral.
B-3
<PAGE>
Futures Contracts
The Portfolio may buy and sell stock index futures contracts. Futures
contracts are traded on designated "contract markets" which, through their
clearing corporations, guarantee performance of the contracts.
A stock index futures contract is an agreement pursuant to which one
party agrees to deliver to the other an amount of cash equal to a specific
dollar amount times the difference between the value of a specific stock index
at the close of the last trading day of the contract and the price at which the
agreement is made. No physical delivery of securities is made. On the contract's
expiration date, a final cash settlement occurs. Changes in the market value of
a particular stock index futures contract reflects changes in the specified
index of equity securities on which the future is based. If the Advisor expected
general stock market prices to rise, it might purchase a stock index futures
contract as a hedge against an increase in prices of particular equity
securities it wanted ultimately to buy. If in fact the stock index did rise, the
price of the equity securities intended to be purchased might also increase, but
that increase would be offset in part by the increase in the value of the
Portfolio's futures contract resulting from the increase in the index. On the
other hand, if the Advisor expected general stock market prices to decline, it
might sell a futures contract on the index. If that index did in fact decline,
the value of some or all of the equity securities held by the Portfolio might
also be expected to decline, but that decrease would be offset in part by the
increase in the value of the futures contract.
There are several risks in connection with the use of futures
contracts. In the event of an imperfect correlation between the futures contract
and the portfolio position which is intended to be protected, the desired
protection may not be obtained and the fund may be exposed to risk of loss.
Further, unanticipated changes in interest rates or stock price movements may
result in a poorer overall performance for the Portfolio than if it had not
entered into any futures on debt securities or stock indexes.
In addition, the market prices of futures contracts may be affected by
certain factors. First, all participants in the futures market are subject to
margin deposit and maintenance requirements. Rather than meeting additional
margin deposit requirements, investors may close futures contracts through
offsetting transactions which could distort the normal relationship between the
securities and futures markets. Second, from the point of view of speculators,
the deposit requirements in the futures market are less onerous than margin
requirements in the securities market. Therefore, increased participation by
speculators in the futures market may also cause temporary price distortions.
Finally, positions in futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market for such futures.
There is no assurance that a liquid secondary market on an exchange or board of
trade will exist for any particular contract or at any particular time. In the
event that the Portfolio could not close a futures position and the value of the
position declined, the Portfolio would be required to continue to make daily
cash payments of maintenance margin.
B-4
<PAGE>
Item 14. Management of the Fund
The Trustees and officers of the Portfolio, their business addresses
and principal occupations during the past five years are:
<TABLE>
<S> <C>
Richard N. Frank (age 73), Trustee Chief Executive Officer, Lawry's
234 E. Colorado Blvd. Restaurants, Inc.; formerly Chairman
Pasadena, CA 91101 of Lawry's Foods, Inc.
Bernard J. Johnson (age 72), Retired; formerly Chairman Emeritus of the Advisor
Trustee Emeritus
300 North Lake Avenue
Pasadena, CA 91101
James Clayburn LaForce (age 68), Dean Emeritus, John E. Anderson Graduate School of
Trustee Management, University of California, Los Angeles.
P.O. Box 1585 Director of The BlackRock Funds. Trustee of Payden &
Pauma Valley, CA 92061 Rygel Investment Trust. Director of the Timken Co.,
Rockwell International, Eli Lilly, Jacobs Engineering
Group and Imperial Credit Industries.
Jeffrey J. Miller (age 46), President Managing Director and Secretary of the Advisor
and Trustee*
300 North Lake Avenue
Pasadena, CA 91101
Angelo R. Mozilo (age 58), Trustee Vice Chairman and Executive Vice President
155 N. Lake Avenue of Countrywide Credit Industries (mortgage
Pasadena, CA 91101 banking)
Thad M. Brown (age 46), Vice Senior Vice President and Chief Financial Officer
President, Secretary and of the Advisor
Treasurer of the Trust
300 North Lake Avenue
Pasadena, CA 91101
<FN>
* denotes Trustees who are "interested persons" of Portfolio under the 1940 Act.
The following compensation was paid to each of the following Trustees. No other
compensation or retirement benefits were received by any Trustee or officer from
the Registrant or other registered investment company in the "Fund Complex."
Cash Compensation Deferred Compensation Total Compensation
Name of Trustee From Registrant From Registrant From Fund Complex
Richard N. Frank $1,000 $3,000 $12,000
James Clayburn La Force 4,000 -0- 12,000
Angelo R. Mozilo 1,000 3,000 12,000
</FN>
</TABLE>
B-5
<PAGE>
Item 15. Control Persons and Principal Holders of Securities
At February 28, 1997, the Portfolio was controlled by PIC Investment
Trust, 300 North Lake Avenue, Pasadena, CA 91101, a Delaware business trust
which owned 99.99% of its outstanding Interests. Interests held by officers and
Trustees, as a group, amounted to less than 1%.
Item 16. Investment Advisory and Other Services
Subject to the supervision of the Board of Trustees of the Portfolio,
investment management and services will be provided to the Portfolio by the
Advisor, pursuant to an Investment Advisory Agreement (the "Advisory
Agreement").
Under the Advisory Agreement, the Advisor will provide a continuous
investment program for the Portfolio and make decisions and place orders to buy,
sell or hold particular securities. In conjunction with Investment Company
Administration Corporation (the "Administrator"), the Advisor also will
supervise all matters relating to the operation of the Portfolio and will obtain
for it officers, clerical staff, office space, equipment and services. As
compensation for its services, the Advisor will receive a monthly fee at an
annual rate of 0.80 of 1% of the Portfolio' average net assets. In addition to
the fees payable to the Advisor and the Administrator, the Portfolio is
responsible for its operating expenses, including: (i) interest and taxes; (ii)
brokerage commissions; (iii) insurance premiums; (iv) compensation and expenses
of Trustees other than those affiliated with the Advisor or the Administrator;
(v) legal and audit expenses; (vi) fees and expenses of the custodian and
transfer agent; (vii) fees and expenses for registration or qualification of the
Portfolio and its Interests under federal or state securities laws; (viii)
expenses of preparing, printing and mailing reports and notices and proxy
material to Holders; (ix) other expenses incidental to holding any meetings of
Holders; (x) dues or assessments of or contributions to the Investment Company
Institute or any successor; (xi) such non-recurring expenses as may arise,
including litigation affecting the Portfolio and the legal obligations with
respect to which the Portfolio may have to indemnify its officers and Trustees;
and (xii) amortization of organization costs. The total advisory fee for the
fiscal years ended October 31, 1996, 1995 and 1994, respectively, was $949,431,
$1,536,297 and $1,277,324; however, the Advisor waived a portion of its fee in
each year, in order to limit the expenses of the Portfolio to 1% of average net
assets, in the amounts of $64,401, $21,828 and $12,479, respectively.
Under the Advisory Agreement, the Advisor will not be liable to the
Portfolio for any error of judgment by the Advisor or any loss sustained by the
Portfolio except in the case of a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages will be
limited as provided in the 1940 Act) or of willful misfeasance, bad faith, gross
negligence or reckless disregard of duty.
The Advisory Agreement is terminable by vote of the Board of Trustees
or by the holders of a majority of the outstanding voting securities of the
Portfolio at any time without penalty, on 60 days' written notice to the
Advisor. The Advisory Agreement also may be terminated by the Advisor on 60 days
written notice to the Portfolio. The Advisory Agreement terminates automatically
upon its assignment (as defined in the 1940 Act).
B-6
<PAGE>
Pursuant to its Administration Agreement, the Portfolio paid the
Administrator fees of $118,678, $192,037 and $158,138 during the fiscal years
ended October 31, 1996, 1995 and 1994, respectively.
Item 17. Brokerage Allocation
The Advisory Agreement states that in connection with its duties to
arrange for the purchase and the sale of securities held in the portfolio of the
Portfolio by placing purchase and sale orders for the Portfolio, the Advisor
shall select such broker-dealers ("brokers") as shall, in its judgment, achieve
the policy of "best execution," i.e., prompt and efficient execution at the most
favorable securities price. In making such selection, the Advisor is authorized
in the Advisory Agreement to consider the reliability, integrity and financial
condition of the broker. The Advisor also is authorized by the Advisory
Agreement to consider whether the broker provides research or statistical
information to the Portfolio and/or other accounts of the Advisor.
The Advisory Agreement state that the commissions paid to brokers may
be higher than another broker would have charged if a good faith determination
is made by the Advisor that the commission is reasonable in relation to the
services provided, viewed in terms of either that particular transaction or the
Advisor's overall responsibilities as to the accounts as to which it exercises
investment discretion and that the Advisor shall use its judgment in determining
that the amount of commissions paid are reasonable in relation to the value of
brokerage and research services provided and need not place or attempt to place
a specific dollar value on such services or on the portion of commission rates
reflecting such services. The Advisory Agreement provides that to demonstrate
that such determinations were in good faith, and to show the overall
reasonableness of commissions paid, the Advisor shall be prepared to show that
commissions paid (i) were for purposes contemplated by the Advisory Agreement;
(ii) were for products or services which provide lawful and appropriate
assistance to its decision-making process; and (iii) were within a reasonable
range as compared to the rates charged by brokers to other institutional
investors as such rates may become known from available information.
The research services discussed above may be in written form or through
direct contact with individuals and may include information as to particular
companies and securities as well as market, economic or institutional areas and
information assisting the Portfolio in the valuation of the Portfolio's
investments. The research which the Advisor receives for the Portfolio's
brokerage commissions, whether or not useful to the Portfolio, may be useful to
it in managing the accounts of its other advisory clients. Similarly, the
research received for the commissions of such accounts may be useful to the
Portfolio.
Money market instruments usually trade on a "net" basis as well. On
occasion, certain money market instruments may be purchased by the Portfolio
directly from an issuer in which case no commissions or discounts are paid. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of compensation to the underwriter, generally referred to as the
underwriter`s concession or discount.
B-7
<PAGE>
The aggregate brokerage commissions paid by the Portfolio during the
fiscal years ended October 31, 1996, 1995 and 1994 were $148,938, $243,060 and
$277,095, respectively.
The Registrant's custodian is PNC Bank, 17th and Market Streets,
Philadelphia, PA 19101, which holds its assets. The Registrant's auditors are
McGladrey & Pullen, LLP, 555 Fifh Avenue, New York, NY 10017-2416, which audits
the Registrant's financial statements and prepares its tax returns.
Item 18. Capital Stock and Other Securities
See Part A.
Item 19. Purchase, Redemption and Pricing of Securities Being Offered
The net asset value of the Portfolio's Interests will fluctuate and is
determined as of the close of trading on the New York Stock Exchange (currently
4:00 p.m. Eastern time) each business day. The Exchange annually announces the
days on which it will not be open for trading. The most recent announcement
indicates that it will not be open on the following days: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. However, the Exchange may close on days not
included in that announcement.
The net asset value per Interest is computed by dividing the value of
the securities held by the Portfolio plus any cash or other assets (including
interest and dividends accrued but not yet received) minus all liabilities
(including accrued expenses) by the total number of Interests in the Portfolio
outstanding at such time.
Item 20. Tax Status
The Portfolio does not expect to be subject to any income taxes.
However, each investor in the Portfolio will be taxable on its share of the
Portfolio's ordinary income and capital gain.
Item 21. Underwriters
Not applicable.
Item 22. Calculation of Performance Data
Not applicable.
Item 23. Financial Statements
The Financial Statements of Registrant are included in the Annual
Report to Shareholders of PIC Institutional Growth Fund for the fiscal year
ended October 31, 1996 and incorporated by reference herein.
B-8
<PAGE>
APPENDIX
Description of Ratings
Moody's Investors Service, Inc.: Corporate Bond Ratings
Aaa--Bonds which are rated Aaa are judged to be of the best quality and
carry the smallest degree of investment risk. Interest payments are protected by
a large or by an exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.
Aa---Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.
Moody's applies numerical modifiers "1" "2" and "3" to both the Aaa and
Aa rating classifications. The modifier "1" indicates that the security ranks in
the higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates that the issue ranks in the
lower end of its generic rating category.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Standard & Poor's Corporation: Corporate Bond Ratings
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA--Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.
A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
Commercial Paper Ratings
Moody's commercial paper ratings are assessments of the issuer's
ability to repay punctually promissory obligations. Moody's employs the
following three designations, all judged to be
B-9
<PAGE>
investment grade, to indicate the relative repayment capacity of rated issuers:
Prime 1--highest quality; Prime 2--higher quality; Prime 3--high quality.
A Standard & Poor's commercial paper rating is a current assessment of
the likelihood of timely payment. Ratings are graded into four categories,
ranging from "A" for the highest quality obligations to "D" for the lowest.
Issues assigned the highest rating, A, are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers "1", "2" and "3" to indicate the relative degree of safety. The
designation A-1 indicates that the degree of safety regarding timely payment is
either overwhelming or very strong. A "+" designation is applied to those issues
rated "A- 1" which possess extremely strong safety characteristics. Capacity for
timely payment on issues with the designation "A-2" is strong. However, the
relative degree of safety is not as high as for issues designated A-1. Issues
carrying the designation "A-3" have a satisfactory capacity for timely payment.
They are, however, somewhat more vulnerable to the adverse effect of changes in
circumstances than obligations carrying the higher designations.
B-10
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
The following financial statements are included the Annual
Report to Shareholders of PIC Institutional Growth Fund and incorporated herein
by reference:
Statement of Net Assets as of October 31, 1996 Statement of
Operations, Year ended October 31, 1996 Statement of Changes
in Net Assets, Years ended October 31, 1996 and
October 31, 1995
Notes to Financial Statements, October 31, 1996
Independent Auditor's Report
(b) Exhibits:
(1) Declaration of Trust1
(2) Not applicable
(3) Not applicable
(4) Not applicable
(5) Management Agreement2
(6) Not applicable
(7) Not applicable
(8) Custodian Agreement2
(9) Administration Agreement2
(10) Not applicable
(11) Consent of McGladrey & Pullen
(12) Not applicable
(13) Investment letter2
(14) Not applicable
(15) Not applicable
(16) Not applicable
(17) Financial Data Schedules
1 Previously filed with the Registration Statement on Form N-1A of PIC
Growth Portfolio, File No. 811-6496, on December 16, 1991 and incorporated
herein by reference.
2 Previously filed with Amendment No. 1 to the Registration Statement
on Form N-1A of PIC Growth Portfolio, File No. 811-6496, on April 1, 1993 and
incorporated herein by reference.
Item 25. Persons Controlled by or under Common Control with Registrant.
None.
C-1
<PAGE>
Item 26. Number of Holders of Securities.
As of February 28, 1997, there were two record Holders of Interests in
the Registrant.
Item 27. Indemnification.
Article V of Registrant's Declaration of Trust, states as follows:
1. Definitions. As used in this Article, the following terms
shall have the meanings set forth below:
(a) the term "indemnitee" shall mean any present or
former Trustee, officer or employee of the Trust, any present or former
Trustee or officer of another trust or corporation whose securities are
or were owned by the Trust or of which the Trust is or was a creditor
and who served or serves in such capacity at the request of the Trust,
any present or former investment adviser, sub-adviser or principal
underwriter of the Trust and the heirs, executors, administrators,
successors and assigns of any of the foregoing; however, whenever
conduct by an indemnitee is referred to, the conduct shall be that of
the original indemnitee rather than that of the heir, executor,
administrator, successor or assignee;
(b) the term "covered proceeding" shall mean any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which an
indemnitee is or was a party or is threatened to be made a party by
reason of the fact or facts under which he or it is an indemnitee as
defined above;
(c) the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office in question;
(d) the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by an indemnitee in
connection with a covered proceeding; and
(e) the term "adjudication of liability" shall mean,
as to any covered proceeding and as to any indemnitee, an adverse
determination as to the indemnitee whether by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent.
2. Indemnification. The Trust shall indemnify any indemnitee
for covered expenses in any covered proceeding, whether or not there is an
adjudication of liability as to such indemnitee, to the maximum extent permitted
by law. However, the Trust shall not indemnify any indemnitee for any covered
expenses in any covered proceeding if there has been an adjudication of
liability against such indemnitee expressly based on a finding of disabling
conduct. Nothing in this Declaration of Trust shall protect a Trustee against
any liability to which such Trustee would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee hereunder.
C-2
<PAGE>
3. Advance of Expenses. Covered expenses incurred by an
indemnitee in connection with a covered proceeding shall be advanced by the
Trust to an indemnitee prior to the final disposition of a covered proceeding
upon the request of the indemnitee for such advance and the undertaking by or on
behalf of the indemnitee to repay the advance unless it is ultimately determined
that the indemnitee is entitled to indemnification thereunder, but only if one
or more of the following is the case: (i) the indemnitee shall provide a
security for such undertaking; (ii) the Trust shall be insured against losses
arising out of any lawful advances; or (iii) there shall have been a
determination, based on a review of the readily available facts (as opposed to a
full trial-type inquiry) that there is a reason to believe that the indemnitee
ultimately will be found entitled to indemnification by either independent legal
counsel in a written opinion or by the vote of a majority of a quorum of
trustees who are neither "interested persons" as defined in the 1940 Act nor
parties to the covered proceeding. Nothing herein shall be deemed to affect the
right of the Trust and/or any indemnitee to acquire and pay for any insurance
covering any or all indemnitees to the extent permitted by the 1940 Act or to
affect any other indemnification rights to which any indemnitee may be entitled
to the extent permitted by the 1940 Act.
Item 28. Business and Other Connections of Investment Adviser.
Provident Investment Counsel, Inc. is the investment advisor of the
Registrant. For information as to the business, profession, vocation or
employment of a substantial nature of Provident Investment Counsel, Inc.,
reference is made to the Form ADV filed under the Investment Advisers Act of
1940 by Provident Investment Counsel, Inc.
Item 29. Principal Underwriters.
Not applicable.
Item 30. Location of Accounts and Records.
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession of Registrant and
Registrant's custodian, as follows: the documents required to be maintained by
paragraphs (4), (5), (6), (7), (10) and (11) of Rule 31a-1(b) will be maintained
by the Registrant's Administrator, and all other records will be maintained by
the Custodian.
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940 the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Pasadena and
State of California on the 13th day of March, 1997.
C-3
<PAGE>
PIC GROWTH PORTFOLIO
By /s/ Robert H. Wadsworth
Robert H. Wadsworth
Assistant Secretary
C-4
<PAGE>
McGladrey & Pullen, LLP
Certified Public Acountants and Consultants
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use of our report dated November 27, 1996 on the
financial statements of PIC Growth Portfolio referred to therein, which is
incorporated by reference in Amendment No. 5 to the Registration Statement on
Form N-1A, File No. 811-6496, of PIC Growth Portfolio as filed with the
Securities and Exchange Commission.
/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
New York, New York
March 5, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000882127
<NAME> PIC GROWTH PORTFOLIO
<SERIES>
<NUMBER> 1
<NAME> PIC GROWTH PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 87207088
<INVESTMENTS-AT-VALUE> 115316457
<RECEIVABLES> 920248
<ASSETS-OTHER> 23317
<OTHER-ITEMS-ASSETS> 5074
<TOTAL-ASSETS> 116265096
<PAYABLE-FOR-SECURITIES> 32348
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 133219
<TOTAL-LIABILITIES> 165567
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 116099529
<DIVIDEND-INCOME> 637318
<INTEREST-INCOME> 514360
<OTHER-INCOME> 301
<EXPENSES-NET> 1186785
<NET-INVESTMENT-INCOME> (34806)
<REALIZED-GAINS-CURRENT> 17614277
<APPREC-INCREASE-CURRENT> (28383014)
<NET-CHANGE-FROM-OPS> (10803543)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 949431
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1251186
<AVERAGE-NET-ASSETS> 118392972
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
