<PAGE> 1
Please read this prospectus before investing, and keep it on file for future
reference. It contains important information, including how the Fund invests
and the services available to shareholders.
To learn more about the Fund and its investments, you can obtain a copy of
the Fund's most recent financial reports and portfolio listing, or a copy of
the Statement of Additional Information (SAI). The SAI is dated June 4, 1997,
may be amended from time to time, has been filed with the Securities and
Exchange Commission (SEC) and is incorporated herein by reference (legally
forms a part of this prospectus). For a free copy of either document, call
(800) 618-7643.
Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the U.S. Government, the
FDIC, the Federal Reserve Board, or any other U.S. Government agency, and are
subject to investment risk, including the possible loss of principal.
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
[P.I.C. LOGO]
PROSPECTUS
JUNE 4, 1997
(SUPPLEMENTED JUNE 27, 1997)
PROVIDENT INVESTMENT COUNSEL
300 NORTH LAKE AVENUE
PASADENA, CA 91101
<PAGE> 2
CONTENTS
<TABLE>
<S> <C> <C>
KEY FACTS 3 THE FUND AT A GLANCE
3 WHO MAY WANT TO INVEST
3 EXPENSES
5 STRUCTURE OF THE FUND AND
THE PORTFOLIO
6 FINANCIAL HIGHLIGHTS
THE FUND IN DETAIL 7 CHARTER How the Fund is
organized.
8 INFORMATION ABOUT THE FUND'S
INVESTMENTS The Fund's overall
approach to investing.
8 SECURITIES AND INVESTMENT
PRACTICES More information about
how the Fund invest.
10 BREAKDOWN OF EXPENSES How
operating costs are calculated
and what they include.
10 PERFORMANCE
YOUR ACCOUNT 13 HOW TO BUY SHARES
14 HOW TO SELL SHARES
SHAREHOLDER ACCOUNT 15 DIVIDENDS AND CAPITAL GAINS
POLICIES 15 TRANSACTION DETAILS Share price
calculations.
GENERAL INFORMATION 16
</TABLE>
PROSPECTUS
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<PAGE> 3
KEY FACTS
THE FUND AT A GLANCE
MANAGEMENT: Provident Investment Counsel (PIC), located in Pasadena, California
since 1951, is the Fund's Advisor. At December 31, 1996, total assets under
PIC's management were $19 billion.
- --------------------------------------
SMALL CAP. GROWTH FUND
GOAL: Long term growth of capital.
STRATEGY: Invests, through the PIC Small Cap. Portfolio, mainly in equity
securities of small companies.
WHO MAY WANT TO INVEST
The Small Cap. Growth Fund may be appropriate for investors who are willing to
ride out stock market fluctuations in pursuit of potentially above average
long-term returns. The Small Cap. Growth Fund is designed for those who want to
focus on stocks of small capitalization companies in search of above average
returns. A company's market capitalization is the total market value of its
outstanding common stock. A small company is one with market capitalization or
annual revenues at the time of purchase of $250 million or less. The securities
of smaller, less well-known companies may be more volatile than those of larger
companies. Over time, however, small-capitalization stocks have shown greater
growth potential than those of larger-capitalization companies.
The value of the Fund's investments will vary from day to day, and generally
reflects market conditions, interest rates, and other company, political or
economic news. In the short term, stock prices can fluctuate dramatically in
response to these factors. When you sell your shares, they may be worth more or
less than what you paid for them. By itself, no fund constitutes a balanced
investment plan. There is no assurance that the Fund will meet its objective.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell or hold
shares in the fund.
<TABLE>
<S> <C>
Maximum sales charge None
Maximum sales charge on
reinvested dividends None
Deferred sales charge None
Redemption fee None
</TABLE>
ANNUAL OPERATING EXPENSES are paid out of the Fund's and the Portfolio's assets.
The Fund indirectly pays an investment advisory fee equal to .80% of the Fund's
average net assets. The Fund also incurs other expenses for services such as
administrative services, maintaining shareholder records and furnishing
shareholder statements and financial reports. The Fund's expenses are factored
into its share price or dividends and are not charged directly to shareholder
accounts.
The following are projections based on estimated expenses, and are calculated as
a percentage of average net assets.
PROSPECTUS
3
<PAGE> 4
KEY FACTS - CONTINUED
- --------------------------------------
SMALL CAP GROWTH FUND
<TABLE>
<S> <C>
Management fee (paid by
the Portfolio) .80%
Other expenses of the
Portfolio .20%
----
TOTAL OPERATING EXPENSES
OF THE PORTFOLIO 1.00%
Other expenses of the
Fund, after
reimbursement by PIC -0-%
----
TOTAL FUND OPERATING
EXPENSES 1.00%
</TABLE>
PIC reimburses the Small Cap Growth Fund for any expenses in excess of 1.00% of
average net assets. Without this reimbursement, the total Fund operating
expenses would be estimated to be 1.25%.
EXAMPLES: Let's say, hypothetically, that each Fund's annual return is 5% and
that its operating expenses are exactly as just described. For every $1,000 you
invest, here's how much you would pay in total expenses if you close your
account after the number of years indicated:
- --------------------------------------
SMALL CAP GROWTH FUND
<TABLE>
<S> <C>
After 1 year $ 10
After 3 years $ 32
After 5 years $ 55
After 10 years $122
</TABLE>
These examples illustrates the effect of expenses, but they are not meant to
suggest actual or expected costs or returns, all of which may vary. For a more
complete description of the various costs and expenses, see "Breakdown of
Expenses." The tables above summarize the expenses of both the Portfolio and the
Fund. The Trustees expect that the combined per share expenses of the Fund and
the Portfolio will be equal to, or may be less than, the expenses that would be
incurred by the Fund if it retained an investment manager and invested directly
in the types of securities held by the Portfolio.
PROSPECTUS
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<PAGE> 5
STRUCTURE OF THE FUND AND THE PORTFOLIO
Unlike many other mutual funds which directly acquire and manage their own
portfolio securities, the Fund seeks to achieve its investment objective by
investing all of its assets in the PIC Portfolio. The Portfolio is a separate
registered investment company with the same investment objective as the Fund.
Since the Fund will not invest in any securities other than shares of the
Portfolio, investors in the Fund will acquire only an indirect interest in the
Portfolio. The Fund's and Portfolio's investment objective cannot be changed
without shareholder approval.
In addition to selling its shares to the Fund, the Portfolio may sell its shares
to other mutual funds or institutional investors. All investors in the Portfolio
invest on the same terms and conditions and pay a proportionate share of the
Portfolio's expenses. However, other investors in the Portfolio may sell their
shares to the public at prices different from those of the Fund as a result of
the imposition of sales charges or different operating expenses. You should be
aware that these differences may result in different returns from those of
investors in other entities investing in the Portfolio. Information concerning
other holders of interests in the Portfolio is available by calling (800)
618-7643.
The Trustees of PIC Investment Trust believe that this structure may enable the
Fund to benefit from certain economies of scale, based on the premise that
certain of the expenses of managing an investment portfolio are relatively fixed
and that a larger investment portfolio may therefore achieve a lower ratio of
operating expenses to net assets. Investing the Fund's assets in the Portfolio
may produce other benefits resulting from increased asset size, such as the
ability to participate in transactions in securities which may be offered in
larger denominations than could be purchased by the Fund alone. The Fund's
investment in the Portfolio may be withdrawn by the Trustees at any time if the
Board determines that it is in the best interests of the Fund to do so. If any
such withdrawal were made, the Trustees would consider what action might be
taken, including the investment of all of the assets of the Fund in another
pooled investment company or the retaining of an investment advisor to manage
the Fund's assets directly.
Whenever the Fund is requested to vote on matters pertaining to a Portfolio, the
Fund will hold a meeting of its shareholders, and the Fund's votes with respect
to the Portfolio will be cast in the same proportion as the shares of the Fund
for which voting instructions are received. For further information, see "The
Fund in Detail," "Information about the Fund's Investments" and "Securities and
Investment Practices."
PROSPECTUS
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<PAGE> 6
FINANCIAL HIGHLIGHTS
The table that follows is included in the Fund's Annual Report and has been
audited by McGladrey & Pullen, LLP, Independent Certified Public Accountants.
Their reports on the financial statements and financial highlights are included
in the Annual Report. The financial statements and financial highlights are
incorporated by reference into (are legally a part of) the Fund's Statement of
Additional Information.
- --------------------------------------------------------------------------------
PIC SMALL CAP. GROWTH FUND
Selected Per-Share Data and Ratios
<TABLE>
<CAPTION>
Years ended October 31 1996 1995 1994 1993*
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 18.69 $ 12.90 $ 13.05 $12.83
Income from Investment operations:
Net investment loss (.10) (.07) .06 (.01)
Net realized and unrealized gain
(loss) on investments 4.60 5.86 (.09) .23
Total from investment operations 4.50 5.79 (.15) .22
Net asset value, end of period $ 23.19 $ 18.69 $ 12.90 $13.05
Total return 24.08% 44.88% (1.15)% 19.50%+
- ----------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000)
omitted $ 196.1 $ 130.3 $ 84.3 $ 82.6
Ratio of expenses to average net
assets 1.25% 1.34% 1.47% 1.22%
Ratio of expenses to average net
assets after expense reductions** 1.00% 1.00% 1.00% 1.00%
Ratio of net investment income (loss)
to average net assets (.60%) (.51%) (.49%) (.79%)
Portfolio turnover rate++ 53.11% 45.45% 63.89% 6.06%
* September 30, 1993 (commencement of operations) to October 31,
1993.
+ Annualized.
** Includes the Fund's share of expenses allocated from PIC Small
Cap. Portfolio.
++ Portfolio turnover rate of PIC Small Cap. Portfolio, in which
all of the Fund's assets are invested.
</TABLE>
PROSPECTUS
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<PAGE> 7
THE FUND IN DETAIL
CHARTER
THE FUND IS A MUTUAL FUND: an investment that pools shareholders' money and
invests it toward a specified goal. In technical terms, the Fund is a
diversified series of PIC Investment Trust, which is an open-end management
investment company, organized as a Delaware business trust on December 11, 1991.
THE FUND AND THE PORTFOLIO ARE EACH GOVERNED BY A BOARD OF TRUSTEES, responsible
for protecting the interests of shareholders. The Trustees are experienced
executives who meet throughout the year to oversee the activities of the Fund
and the Portfolio, review contractual arrangements with companies that provide
services to the Fund and the Portfolio, and review performance. The majority of
Trustees are not otherwise affiliated with PIC. Information about the Trustees
and officers is contained in the SAI.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings may
be called to elect or remove Trustees, change fundamental policies, approve an
investment advisory contract, or for other purposes. Shareholders not attending
these meetings are encouraged to vote by proxy. The Fund will mail proxy
materials in advance, including a voting card and information about the
proposals to be voted on. The number of votes you are entitled to is based on
the number of shares you own.
PIC IS THE ADVISER TO THE PIC PORTFOLIO, in which the Fund invests. An
investment committee of PIC formulates and implements an investment program for
the Portfolio, including determining which securities should be bought and sold.
PIC's research professionals meet personally with the majority of the senior
officers of the companies in the Portfolio to discuss their abilities to
generate strong revenue and earnings growth in the future.
PIC's investment professionals focus on individual companies rather than trying
to identify the best market sectors going forward. They seek out companies with
significant management ownership of stock, strong management goals, plans and
controls; leading proprietary positions in given market niches; and finally
companies that may currently be under-researched by Wall Street analysts.
The value of the Portfolio's domestic and foreign investments varies in response
to many factors. Stock values fluctuate in response to the activities of
individual companies and general market and economic conditions. Investments in
foreign securities may involve risks in addition to those of U.S. investments,
including increased political and economic risk, as well as exposure to currency
fluctuations.
The Portfolio seeks to spread investment risk by diversifying its holdings among
many companies and industries. Of course, when you sell your shares of the Fund,
they may be worth more or less than what you paid for them. PIC normally invests
the Portfolio's assets according to its investment strategy. The Portfolio also
reserves the right to invest without limita-
PROSPECTUS
7
<PAGE> 8
THE FUND IN DETAIL - CONTINUED
tion in short term instruments for temporary, defensive purposes.
PIC may use broker-dealers that sell shares of the Fund to carry out
transactions for the Portfolio, provided that the Portfolio receives brokerage
services and commission rates comparable to those of other broker-dealers.
PIC traces its origins to an investment partnership formed in 1951. It is now an
indirect, wholly owned subsidiary of United Asset Management Corporation (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.
INFORMATION ABOUT THE FUND'S INVESTMENTS.
Because the investment characteristics of the Fund will correspond directly to
those of the Portfolio in which it invests, the following is a discussion of the
various investments of, and techniques employed by, the Portfolio.
- --------------------------------------
PIC SMALL CAP. GROWTH FUND
THE PIC SMALL CAP. GROWTH FUND SEEKS LONG TERM GROWTH OF CAPITAL by investing in
the PIC Small Cap. Portfolio, which in turn invests primarily in equity
securities of small companies.
PIC will invest at least 65%, and normally at least 95%, of the Portfolio's
total assets in these securities. The Portfolio has flexibility, however, to
invest the balance in other market capitalizations and security types. Small
capitalization companies are those whose market capitalization or annual
revenues are $250 million or less at the time of the Portfolio's investment.
Companies whose capitalization or revenues increase beyond this range after
purchase continue to be considered small capitalization for the purposes of the
Portfolio's investment policy. Investing in small capitalization stocks may
involve greater risk than investing in large capitalization stocks, since they
can be subject to more abrupt or erratic movements in value.
The Small Cap. Portfolio may also invest up to 20% of its assets in foreign
securities.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about the types of
instruments in which the Portfolio may invest, and strategies PIC may employ in
pursuit of the Portfolio's investment objectives. A summary of risks and
restrictions associated with these instrument types and investment practices is
included as well. A complete listing of the Fund's policies and limitations and
more detailed information about the Portfolio's investments is contained in the
SAI. Policies and limitations are considered at the time of purchase; the sale
of instruments is not required in the event of a subsequent change in
circumstances.
PIC may not buy all of these instruments or use all of these techniques to the
full extent permitted unless it believes that doing so will help the Portfolio
achieve its goals. Current holdings and recent investment strategies are
described in the
PROSPECTUS
8
<PAGE> 9
Fund's financial reports which are sent to shareholders twice a year. For a free
SAI or financial report, call (800) 618-7643.
EQUITY SECURITIES are common stocks and other kinds of securities that have the
characteristics of common stocks. These other securities include bonds,
debentures and preferred stocks which can be converted into common stocks. They
also include warrants and options to purchase common stocks.
Restriction: With respect to 75% of total assets, the Portfolio may not own more
than 10% of the outstanding voting securities of a single issuer.
SHORT TERM INVESTMENTS are debt securities that mature within a year of the date
they are purchased by the Portfolio. Some specific examples of short term
investments are commercial paper, bankers' acceptances, certificates of deposit
and repurchase agreements.
Restriction: The Portfolio will only purchase short term investments which are
"high quality." High quality means the investments have been rated A-1 by
Standard & Poor's Corporation (S&P) or Prime-1 by Moody's, or have an issue of
debt securities outstanding rated at least A by S&P or Moody's Investors
Service, Inc. (Moody's). The term also applies to short term investments that
PIC believes are comparable in quality to those with an A-1 or Prime-1 rating.
U.S. Government securities are always considered to be high quality.
REPURCHASE AGREEMENTS. In a repurchase agreement, the Portfolio buys a security
at one price and simultaneously agrees to sell it back at a higher price. Delays
or losses could result if the other party to the agreement defaults or becomes
insolvent.
EXPOSURE TO FOREIGN MARKETS. The Portfolio may invest in foreign securities.
Restriction: The Portfolio may invest no more than 20% of its total assets in
foreign securities, and it will only purchase foreign securities or American
Depositary Receipts which are listed on a national securities exchange or
included in the NASDAQ National Market System.
OPTIONS AND FUTURES. The Portfolio has the right to use options and futures to
hedge its investments in securities, but PIC does not expect to use these
instruments during this fiscal year. The Fund will advise shareholders before
any investment in options or futures commences. See the SAI for details.
RISK FACTORS. Foreign securities and securities issued by U.S. entities with
substantial foreign operations may involve additional risks and considerations.
These include risks relating to political or economic conditions in foreign
countries, fluctuations in foreign currencies, withholding or other taxes,
operational risks, increased regulatory burdens and the potentially less
stringent investor protection and disclosure standards of foreign markets. All
of these factors can make foreign investments, especially those in developing
countries, more volatile.
Options and futures, which are sometimes called derivative securities, also
entail certain risks, which are described in detail in the SAI.
PROSPECTUS
9
<PAGE> 10
THE FUND IN DETAIL - CONTINUED
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on this and the preceding pages
are fundamental; that is, subject to change only by shareholder approval. The
following paragraph states all those that are fundamental. All policies stated
throughout the prospectus, other than those identified in the following
paragraph, can be changed without shareholder approval.
The Small Cap Growth Fund seeks long term growth of capital. The Portfolio, with
respect to 75% of total assets, may not invest more than 5% of its total assets
in any one issuer and may not own more than 10% of the outstanding voting
securities of a single issuer. The Portfolio may not invest more than 25% of its
total assets in any one industry.
BREAKDOWN OF EXPENSES
Like all mutual funds, the Fund pays fees related to its daily operations.
Expenses paid out of the Fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted from
shareholder accounts.
The Portfolio pays an INVESTMENT ADVISORY FEE to PIC each month for managing its
investments at the annual rate of 0.80% of the Portfolio's average net assets.
While the investment advisory fee is a significant component of the Portfolio's
(and thus the Fund's) annual operating costs, the Fund also pays OTHER EXPENSES.
The Fund and the Portfolio each pay a monthly administration fee to Investment
Company Administration Corporation for managing some of their business affairs.
The Portfolio pays a fee at the annual rate of 0.10% of average net assets, and
the Fund pays an annual fee of $10,000. The Fund and the Portfolio also pay
other expenses, such as legal, audit, custodian and transfer agency fees, as
well as the compensation of Trustees who are not affiliated with PIC.
PIC has agreed to reimburse the Fund for investment advisory fees and other
expenses if they exceed 1.00% of the Fund's average net assets. This
reimbursement arrangement, which may be terminated at any time without notice,
will decrease the Fund's expenses and boost its performance.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. Total return is
the change in value of an investment over a given period, assuming reinvestment
of any dividends and capital gains. Total return reflects the Fund's performance
over a stated period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical
rate of return that, if achieved annually, would have produced the same total
return if performance had been constant over the entire period. Average annual
total return smooths out variations in performance; it is not the same as actual
year-by-year results.
Total return and average annual total return are based on past results and are
not a prediction of future performance. They do not include effect of income
taxes paid by shareholders. The Fund may
PROSPECTUS
10
<PAGE> 11
sometimes show its performance compared to certain performance rankings,
averages or stock indices (described more fully in the SAI).
PRIOR PERFORMANCE OF PIC
The following table sets forth PIC's composite performance data relating to the
historical performance of institutional private accounts managed by PIC, since
the date indicated, that have investment objectives, policies, strategies and
risks substantially similar to those of the Portfolio. The data is provided to
illustrate the past performance of PIC in managing substantially similar
accounts as measured against specified market indices and does not represent the
performance of any of the Portfolio. You should not consider this performance
data as an indication of future performance of the Portfolio or of PIC.
PIC's composite performance data shown below were calculated in accordance with
recommended standards of the Association for Investment Management and Research
(AIMR*), retroactively applied to all time periods. All returns presented were
calculated on a total return basis and include all dividends and interest,
accrued income and realized and unrealized gains and losses. All returns reflect
the deduction of investment advisory fees, brokerage commission and execution
costs paid by PIC's institutional private accounts, without provision for
federal or state income taxes. Custodial fees, if any, were not included in the
calculation. PIC's composite includes all actual, fee-paying, discretionary
institutional private accounts managed by PIC that have investment objectives,
policies, strategies and risks substantially similar to those of the Portfolio.
Securities transactions are accounted for on the trade date and accrual
accounting is used. Cash and equivalents are included in performance returns.
The monthly returns of the PIC Composite combine the individual accounts'
returns (calculated on a time-weighted rate of return that is revalued whenever
cash flows exceed $500) by asset-weighting each individual account's asset value
as of the beginning of the month. Quarterly and yearly returns are calculated by
geometrically linking the monthly and quarterly returns, respectively. The
yearly returns are computed by geometrically linking the returns of each quarter
within the calendar year.
The institutional private accounts that are included in PIC's Composite are not
subject to the same types of expenses to which the Portfolio is subject nor to
the diversification requirements, specific tax restrictions and investment
limitations imposed on the Portfolio by the Investment Company Act or the
Internal Revenue Code. Consequently, the performance results for PIC's Composite
could have been adversely affected if the institutional private accounts
included in the Composite had been regulated as investment companies.
- ---------------
* AIMR is a non-profit membership and education organization with more than
60,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisers. These AIMR
performance presentation standards are intended to (i) promote full and fair
presentations by investment advisers of their performance results, and (ii)
ensure uniformity in reporting so that performance results of investment
advisers are directly comparable.
PROSPECTUS
11
<PAGE> 12
THE FUND IN DETAIL - CONTINUED
The investment results of the PIC Composite presented below are unaudited and
are not intended to predict or suggest the returns that might by experienced by
the Portfolio or an individual investing in the Portfolio. Investors should also
be aware that the use of a methodology different from that used below to
calculate performance could result in different performance data.
<TABLE>
<CAPTION>
PIC Russell 2000
Small Cap Growth Stock
Year ended December 31, Composite Index(1)
<S> <C> <C>
1987 5.43% -10.48%
1988 27.78 20.37
1989 49.95 20.17
1990 0.81 -17.41
1991 78.74 51.19
1992 6.31 7.77
1993 23.34 13.36
1994 -1.22 -2.43
1995 61.12 31.04
1996 23.41 11.26
Last 5 years 20.04 11.69
Last 10 years 24.72 10.88
</TABLE>
(1) The Russell 2000 Growth Stock Index contains those securities in the Russell
2000 Index with a greater-than-average growth orientation. Companies in the
Russell 2000 Growth Stock Index generally have higher price-to-book and
price-earnings ratios than the average for all companies in the 2000 Index.
The Russell 2000 Index is a widely regarded small-cap index of the 2,000
smallest securities in the Russell 3000 Index, which comprises the 3,000
largest U.S. securities as determined by total market capitalization. The
Index reflects the reinvestment of income dividends and capital gains
distributions, if any, but does not reflect fees, brokerage commissions or
other expenses of investing.
PROSPECTUS
12
<PAGE> 13
YOUR ACCOUNT
- --------------------------------------------------------------------------------
HOW TO BUY SHARES
ONCE EACH BUSINESS DAY, THE FUND CALCULATES ITS SHARE PRICE: The share price is
the Fund's net asset value (NAV). Shares are purchased at the next share price
calculated after an investment is received and accepted. Share price is normally
calculated at 4 p.m. Eastern time.
RODNEY SQUARE MANAGEMENT CORPORATION (RSMC) is the Fund's Transfer Agent; its
address is 1105 N. Market Street, 3rd floor, Wilmington, Delaware 19890, and its
mailing address is P.O. Box 8987, Wilmington, DE 19899.
FIRST FUND DISTRIBUTORS, INC., 4455 E. Camelback Road, Suite 261E, Phoenix AZ
85018, an affiliate of the administrator, is the Trust's principal underwriter.
You may buy shares of the Fund only through Eligible Institutions, which include
financial institutions and broker-dealers. The Fund does not impose any sales
charges, but an Eligible Institution may establish its own terms and conditions
for providing services to you and may charge a fee for its services.
The minimum initial investment in the Fund is $1,000,000, but this minimum may
be waived for certain investors, including those who make investments for a
group of clients, such as financial or investment advisors and trust companies.
There is no minimum subsequent investment. The Trust reserves the right to
refuse to accept any investment.
Prior to making an initial investment in the Fund, an Eligible Institution
should call RSMC at (800) 618-7643 in order to obtain an account number. The
Eligible Institution may then purchase shares of the Fund by wiring the amount
to be invested to PIC Small Cap. Growth Fund at the following address:
RSMC, c/o Wilmington Trust Company, Wilmington Delaware
ABA #0311-0009-2
DDA #2629-5386
For credit to PIC Small Cap. Growth Fund
Account Number: [RSMC account number]
At the same time, if the wire represents an initial investment, the investor
should mail an application form to RSMC at the following address:
PIC Small Cap. Growth Fund
P.O. Box 8987
Wilmington, DE 19899
Subsequent investments may be made by wiring funds to the custodian bank at the
above address.
PROSPECTUS
13
<PAGE> 14
YOUR ACCOUNT - CONTINUED
HOW TO SELL SHARES
At the time an account is opened for an investor, persons who are authorized to
give instructions to the Fund on behalf of the investor will be identified.
Shares of the Fund will subsequently be redeemed upon receipt by the Fund's
Transfer Agent of written instructions signed by such an authorized person.
Written instructions may be mailed to the Transfer Agent at P.O. Box 8987,
Wilmington, DE 19899, or delivered to the Transfer Agent at 1105 N. Market St.,
3rd Floor, Wilmington, DE 19890 or sent by facsimile transmission to (302)
427-4511. The redemption request should identify the Fund, the account number
and specify the number of shares to be redeemed. Investors in the Fund should
arrange with the Administrator and the Transfer Agent to maintain a current list
of persons authorized to give instructions to the Fund. The shares specified
will be redeemed at the net asset value next determined after receipt of the
request.
Payment for shares redeemed will be made within seven days after receipt by the
Trust of instructions. However, payment may be delayed under unusual
circumstances, as specified in the Investment Company Act of 1940 or as
determined by the Securities and Exchange Commission. Payment will be sent only
to shareholders at the address of record.
PROSPECTUS
14
<PAGE> 15
SHAREHOLDER ACCOUNT POLICIES
DIVIDENDS AND CAPITAL GAINS
The Fund distributes substantially all of its net income and capital gains, if
any, to shareholders each year in December. Your dividend and capital gain
distributions will be automatically reinvested in additional shares of the Fund.
When the Fund deducts a distribution from its NAV, the reinvestment price is the
Fund's NAV at the close of business that day.
UNDERSTANDING
[check mark] DISTRIBUTIONS
As a Fund shareholder, you are entitled to your share of the Fund's net
income and gains on its investments. The Fund passes its earnings along to
its investors as DISTRIBUTIONS.
The Fund earns dividends from stocks and interest from short term
investments held by the Portfolio. These are passed along as DIVIDEND
DISTRIBUTIONS. The Fund realizes capital gains whenever the Portfolio sells
securities for a higher price than it paid for them. These are passed along
as CAPITAL GAIN DISTRIBUTIONS.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE) is
open. PIC calculates each Fund's NAV as of the close of business of the NYSE,
normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by adding the
value of the Fund's share of investments held by the Portfolio, cash, and other
assets, subtracting its liabilities and then dividing the result by the number
of shares outstanding. The NAV is also the redemption price (price to sell one
share).
The Fund's assets are valued primarily on the basis of market quotations. If
quotations are not readily available, assets are valued by a method that the
Board of Trustees believes accurately reflects fair value.
PROSPECTUS
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GENERAL INFORMATION
The Fund is one of a series of shares, each having separate assets and
liabilities, of the Trust. The Board of Trustees may at its own discretion,
create additional series of shares. The Declaration of Trust contains an express
disclaimer of shareholder liability for its acts or obligations and provides for
indemnification and reimbursement of expenses out of the Trust's property for
any shareholder held personally liable for its obligations.
The Declaration of Trust further provides the Trustees will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
Shareholders are entitled to one vote for each full share held (and fractional
votes for fractional shares) and may vote in the election of Trustees and on
other matters submitted to meetings of shareholders. It is not contemplated that
regular annual meetings of shareholders will be held. Rule 18f-2 under the Act
provides that matters submitted to shareholders be approved by a majority of the
outstanding securities of each series, unless it is clear that the interests of
each series in the matter are identical or the matter does not affect a series.
However, the rule exempts the selection of accountants and the election of
Trustees from the separate voting requirements. Income, direct liabilities and
direct operating expenses of each series will be allocated directly to each
series, and general liabilities and expenses of the Trust will be allocated
among the series in proportion to the total net assets of each series by the
Board of Trustees.
The Declaration of Trust provides that the shareholders have the right, upon the
declaration in writing or vote of more than two-thirds of its outstanding
shares, to remove a Trustee. The Trustees will call a meeting of shareholders to
vote on the removal of a Trustee upon the written request of the record holders
of ten per cent of its shares. In addition, ten shareholders holding the lesser
of $25,000 worth or one per cent of the shares may advise the Trustees in
writing that they wish to communicate with other shareholders 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' expense the
applicants' communication to all other shareholders. Except for a change in the
name of the Trust, no amendment may be made to the Declaration of Trust without
the affirmative vote of the holders of more than 50% of its outstanding shares.
The holders of shares have no pre-emptive or conversion rights. Shares when
issued are fully paid and non-assessable, except as set forth above. The Trust
may be terminated upon the sale of its assets to another issuer, if such sale is
approved by the vote of the holders of more than 50% of its outstanding shares,
or upon liquidation and distribution of its assets, if approved by the vote of
the holders of more than 50% of its outstanding shares. If not so terminated,
the Trust will continue indefinitely.
PROSPECTUS
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