PIC INVESTMENT TRUST
497, 1998-05-15
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                                 P*I*C PINNACLE


- --------------------------------------------------------------------------------
                            GROWTH FUND*BALANCED FUND
                            SMALL COMPANY GROWTH FUND
- --------------------------------------------------------------------------------

SUPPLEMENT dated May 15, 1998 to Prospectus dated March 2, 1998.

         The Board of Trustees of PIC Investment Trust has approved the addition
of front-end  sales charges to Pinnacle  Balanced,  Pinnacle Growth and Pinnacle
Small Company Growth Funds' (collectively, the "Pinnacle Funds").

         The  Board  of  Trustees  has also  approved  the  implementation  of a
Shareholder Services Plan (the "Services Plan") under which PIC will provide, or
arrange  for others to  provide,  certain  specified  shareholder  services.  As
compensation for the provision of shareholder services, each Fund will pay PIC a
monthly  fee at an  annual  rate up to 0.15% of the  Fund's  average  daily  net
assets. PIC will pay certain banks, trust companies,  broker-dealers,  and other
financial intermediaries (each, a "Participating  Organization") out of the fees
PIC  receives  from the Funds  under the  Services  Plan to the extent  that the
Participating  Organization  performs  shareholder  servicing functions for Fund
shares owned by its customers.

The Funds' new fee structure, including the Services Plan fee, is made up of the
following  components,  each based on average annual net assets.  PIC has agreed
not to increase its limit on the Fund's expense ratio to average net assets with
the addition of the Services Plan fee.2 The expense limitation may be terminated
or revised at any time without notice.

PIC retains the  ability to be repaid by a Fund if  expenses  subsequently  fall
below the specified limit within the next three years.



                                                    Pinnacle
                                                      Small
                           Pinnacle    Pinnacle      Company
                           Balanced     Growth       Growth
                             Fund        Fund         Fund
                          ------------------------------------
Shareholder
Transaction Expenses:

Maximum sales charge on
purchases (as a
percentage of offering
price)                       5.75%       5.75%        5.75%

Sales charge on
reinvested dividends         None        None         None

Deferred sales charge (as
a percentage of original
purchase price or
redemption proceeds,
whichever is lower)          None        None         None

Redemption fee               None(1)       None         None

Annual operating
expenses (as a
percentage of average
net assets):

Management fee (paid by
the Portfolio)               0.60%       0.80%        0.80%

Other expenses of the
Portfolio, after
reimbursement by PIC         0.20%       0.20%        0.20%
                          ------------------------------------

Total operating expenses
of the Portfolio             0.80%       1.00%        1.00%

Administrative fee paid
by Fund to PIC(2)            0.00%       0.00%        0.15%

Shareholder Services Plan    0.00%       0.10%        0.15%
fee(2)

12b-1 fee                    0.25%       0.25%        0.25%

Other expenses of the
Fund, after reimbursement    0.00%       0.00%        0.00%
by PIC(2)                 ------------------------------------
                          
Total Fund operating         1.05%       1.35%        1.55%
expenses(2)

- ------------------------------------

         (1)  Shareholders  who buy $1 million in shares without paying a shares
charge will be charged a 1% fee on redemptions made within one year of purchase.

         (2) PIC has agreed to reimburse  each Fund and Portfolio for investment
advisory fees and other expenses so that their ratio of total operating expenses
to average net assets will not exceed the following  levels:  Pinnacle  Balanced
Fund - 1.05%; Pinnacle Growth Fund - 1.35%; Pinnacle Small Company Growth Fund -
1.55%. Absent such reimbursement, the total fund operating expenses is estimated
to be 1.55%, 1.75% and 1.75%, respectively.
<PAGE>
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:


                                               Pinnacle
                Pinnacle       Pinnacle         Small
                Balanced        Growth         Company
                  Fund           Fund        Growth Fund
               ------------------------------------------
1 year             $68           $70             $72

3 years            $89           $98             $104

5 years           $112           $127            $137

10 years          $178           $211            $231

The above examples illustrate the effect of expenses,  but they are not meant to
suggest actual or expected costs or returns, all of which may vary.

HOW SALES CHARGES ARE CALCULATED

Sales charges are as follows:

- --------------------  ----------- ------------  -------------
                                                Dealer
                      As a %                    commission
                      of          As a %        as a % of
                      offering    of your       offering
Your investment       price       investment    price
- --------------------  ----------- ------------  -------------
Up to $49,999         5.75%       6.10%         5.00%
- --------------------  ----------- ------------  -------------
$50,000 - $99,999     4.50%       4.71%         3.75%
- --------------------  ----------- ------------  -------------
$100,000 - $249,999   3.50%       3.63%         2.75%
- --------------------  ----------- ------------  -------------
$250,000 - $499,000   2.50%       2.56%         2.00%
- --------------------  ----------- ------------  -------------
$500,000 - $999,999   2.00%       2.04%         1.60%
- --------------------  ----------- ------------  -------------
$1,000,000 and over   None        None          1.00%
- --------------------  ----------- ------------  -------------

Investments  of  $1  million  or  more  have  no  front-end  sales  charge.  The
Distributor  pays a commission  of 1% to financial  institutions  that  initiate
purchases of $1 million or more.

SALES CHARGE WAIVERS

Shares of the Funds may be sold at net asset value free of any  front-end  sales
charge to:

1.       current shareholders of the Funds as of June 30, 1998.

2.       current or retired directors, trustees, partners officers and employees
         of the Trust,  the  Distributor,  PIC and  affiliates,  certain  family
         members of the above  persons,  and trusts or plans  primarily for such
         persons;

3.       current or retired registered  representatives of broker-dealers having
         sales agreement with the  Distributor or full-time  employees and their
         spouses and minor children and plans of such persons;

4.       investors  who exchange  their shares from an  unaffiliated  investment
         company  which  has a sales  charge,  so long as shares  are  purchased
         within 60 days of the redemption;

5.       trustees or other fiduciaries  purchasing shares for certain retirement
         plans of organizations with 50 or more eligible employees;

6.       investment  advisers and financial  planners who place trades for their
         own accounts or the accounts of their clients  either  individually  or
         through a master  account and who charge a  management,  consulting  or
         other fee for their services;

7.       employee-sponsored benefit plans in connection with purchases of shares
         of Funds made as a result of participant-  directed  exchanges  between
         options in such a plan;
<PAGE>
8.       "wrap accounts" for the benefit of clients of broker-dealers, financial
         institutions or financial  planners having sales or service  agreements
         with the Distributor or another  broker-dealer or financial institution
         with respect to sales of shares of the Funds; and

9.       such other  persons as are  determined  by the Board of Trustees (or by
         the  Distributor  pursuant to guidelines  established  by the Board) to
         have  acquired  shared  under  circumstances  not  involving  any sales
         expense to the Trust or the Distributor.

SALES CHARGE REDUCTIONS

There are  several  ways you can  combine  multiple  purchases  of shares of the
Pinnacle  Funds  to  take  advantage  of the  breakpoints  in the  sales  charge
schedule. These can be combined in any manner.

Accumulation Privilege - lets you add the value of shares of any of the Pinnacle
Funds  you and your  immediate  family  already  own to the  amount of your next
investment for purposes of calculating the sales charge.

Letter  of  Intent - lets you  purchase  shares  of any  Pinnacle  Funds  over a
13-month  period and  receive  the same  sales  charge as if all shares had been
purchased at once.

Combination  Privilege - lets you combine shares of multiple  Pinnacle Funds for
purposes of reducing the sales charge.

To utilize: contact your financial representative or the PIC Funds.


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