PIC INVESTMENT TRUST
485APOS, 1998-12-29
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          This Amendment to the Registration Statement has been signed
         by the Boards of Trustees of the Registrant and the Portfolios
                                                               File No. 33-44579
                                                                        811-6498
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              --------------------

                                    FORM N-1A

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          [ ]
                          Pre-Effective Amendment No.                        [ ]
                       Post-Effective Amendment No. 24                       [X]

               REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                  ACT OF 1940                                [ ]
                              Amendment No. 27                               [X]

                              PIC INVESTMENT TRUST
               (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): (626) 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)

Approximate Date of Proposed Public Offering:  As soon as practicable  after the
effective date of the registration statement.

It is proposed that this filing will become effective (check appropriate box)

               [ ] immediately upon filing pursuant to paragraph (b)
               [ ] on (date) pursuant to paragraph (b)
               [X] 60 days after filing pursuant to paragraph (a)(i)
               [ ] on (date) pursuant to paragraph (a)(i)
               [ ] 75 days after filing pursuant to paragraph (a)(ii)
               [ ] on (date) pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box

               [ ] this post-effective amendment designates a new effective
                   date for a previously filed post-effective amendment.

================================================================================
<PAGE>
                         PROVIDENT INVESTMENT COUNSEL

                                   - - - - - -

              Growth Fund * Mid Cap Fund * Small Company Growth Fund

                                   - - - - - -

                                   Prospectus
                             ______________________, 1999



    The Securities and Exchange Commission does not judge whether any mutual
  fund is a good investment or whether any prospectus is accurate or complete.
                       It is illegal to make such claims.


Please read this  prospectus  before  investing,  and keep it on file for future
reference. It contains important information, including how the Funds invest and
the services available to shareholders.

                                    CONTENTS

          Key Facts                                                    2
          The Funds at a Glance                                        2
          Who May Want to Invest                                       2
          Performance                                                  3
          Expenses                                                     4
          Structure of the Funds and the Portfolios                    5
          The Funds in Detail                                          5
          Management                                                   5
          More Information About the Funds' Investments
            and Strategies                                             5
          Your Account                                                 6
          Ways to Set Up Your Account                                  6
          How to Buy Shares                                            7 
          How to Sell Shares                                           8
          Investor Services                                           10
          Shareholder Account Policies                                10
          Dividends, Capital Gains and Taxes                          10
          Distribution Options                                        10
          Understanding Distributions                                 11
          Transaction Details                                         11
          Year 2000 Risk                                              13
          Financial Highlights                                        13
<PAGE>
KEY FACTS

THE FUNDS AT A GLANCE

Management: Provident Investment Counsel (PIC), located in Pasadena, California
since 1951, is the Funds' Advisor. At            1998, total assets under PIC's
management were over $        billion.

Structure:  Unlike  most  mutual  funds,  each Fund's  investment  in  portfolio
securities  is  indirect.  A Fund  first  invests  all of  its  assets  in a PIC
Portfolio.   The  PIC  Portfolio,  in  turn,  acquires  and  manages  individual
securities. Investors should carefully consider this investment approach.

GROWTH FUND

Goal: Long term growth of capital.

Strategy:  Invests,  through the PIC Growth  Portfolio,  in high quality  growth
stocks.

MID CAP FUND

Goal: Long term growth of capital.

Strategy: Invests through the PIC Mid Cap Portfolio, mainly in equity securities
of medium-sized companies.

SMALL COMPANY 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 Growth Fund may be  appropriate  for  investors  who seek  potentially  high
long-term  returns,  but are willing to accept the risk of  investing  in growth
stocks.  The Fund is designed for those seeking capital  appreciation  through a
diversified portfolio of securities of companies of all sizes.

The Mid Cap 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 Fund is  designed  for  those  who  want to focus on  medium-sized
companies.

The Small Company 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 Fund is  designed  for those who want to focus on small
companies.

A  company   is   considered   small  or   medium-sized   based  on  its  market
capitalization.  A company's market  capitalization is the total market value of
its  outstanding  common  stock.  Generally,  a small company is one with market
capitalization  or annual  revenues at the time of  purchase of $250  million or
less.  A  medium-sized  company is one with $500 million to $5 billion in market
capitalization.  The securities of smaller, less well-known companies (including
medium-sized  companies)  may be more volatile  than those of larger  companies.
Over time, however,  small capitalization and medium  capitalization stocks have
shown greater growth potential than those of large capitalization stocks. Medium
capitalization  stocks  tend to  involve  less  risk than  small  capitalization
stocks.

The value of each Fund's  investments will vary from day to day. Value generally
reflects market  conditions,  interest rates,  and other company,  political and
economic news. In the short term, stock prices can rise and fall dramatically in
response to these factors. And stock prices may decline for extended periods.

By itself,  no Fund is a complete,  balanced  investment  plan.  And no Fund can
guarantee that it will reach its goal.  When you sell your shares,  you may lose
money.
                                        2
<PAGE>
Investments in the Funds are not bank deposits and are not insured or guaranteed
by the FDIC or any other government agency.

PERFORMANCE

The following performance information indicates some of the risk of investing in
the Pinnacle Growth Fund and the Small Company Growth Fund. The Mid Cap Fund has
been in existence since __________, 1998 and, therefore, no performance is shown
for that Fund. The bar charts show how the Funds' total returns have varied from
year to year. The tables show the Funds' average returns over time compared with
broad-based market indices.  This past performance will not necessarily continue
in the future.

                                   GROWTH FUND

                               [INSERT BAR CHART]


The Growth Fund's total return for period November 1, 1997 through  December 31,
1998 is
___%.

During the periods shown,  the Growth Fund's highest  quarterly  return was___%
for the quarter  ended  ____________  199_ and the lowest  quarterly  return was
___% for the quarter ended ___________ 199_.

                          Average Annual Total Returns
                             as of December 31, 1998

                                                      Since Inception
                             1 Year      5 Years       (June 11, 1992)
                             ------      -------       -------------

Growth Fund                   ____%       _____%          ______%
[NAME OF] Index*              ____%       _____%          ______%

*[Description of Index]

                            SMALL COMPANY GROWTH FUND

                               [INSERT BAR CHART]

The Small Company Growth Fund's total return for period November 1, 1997 through
December 31, 1998 is ___%.

During the periods  shown,  the Small Company  Growth Fund's  highest  quarterly
return was___% for the quarter ended ____________ 199_ and the lowest quarterly
return was ___% for the quarter ended ___________ 199_.

                          Average Annual Total Returns
                             as of December 31, 1998

                                             Since Inception
                                 1 Year      (June 28, 1996)
                                 ------      -------------

Small Company Growth Fund        ____%         ______%
[NAME OF] Index*                 ____%         ______%

*[Description of Index]

                                        3
<PAGE>
EXPENSES

Shareholder fees are paid directly from your investment.

Maximum sales charge on purchases
  (as a percentage of offering price)                      None

Maximum deferred sales charge
  (As a percentage of purchase or sale price
    whichever is less)                                     None

Redemption fee                                             None

Exchange fee                                               $ 5

Annual  operating  expenses  are paid out of each  Fund's  and each  Portfolio's
assets. Each Fund indirectly pays an investment advisory fee, and each Fund also
incurs other expenses for services such as administrative services,  maintaining
shareholder records and furnishing shareholder statements and financial reports.
A Fund's  expenses  are factored  into its share price or dividends  and are not
charged directly to shareholder accounts.

The following  are based on expenses  actually  incurred  during the last fiscal
year and are  calculated  as a percentage  of average net assets.  The table has
been restated to reflect the current fees.


                               Growth      Mid Cap    Small Company
                                Fund        Fund       Growth Fund
                                ----        ----       -----------
Management fee (paid by
 the Portfolio)

12b-1 fee (Paid by the Fund)

Other expenses (paid by both)

Total operating expenses

Expense reimbursements*

Actual operating expenses

* PIC has agreed to reimburse  each Fund and Portfolio for  investment  advisory
fees and other expenses. PIC may end or change these agreements at any time.

Examples:  These  examples  will help you compare the cost of  investing  in the
Funds  with  the  cost  of  investing  in  other   mutual   funds.   Let's  say,
hypothetically,  that each  Fund's  annual  return is 5% and that its  operating
expenses  remain the same.  For every  $10,000 you  invest,  here's how much you
would pay in total expenses for the time periods shown:

                               Growth      Mid Cap    Small Company
                                Fund        Fund       Growth Fund
                                ----        ----       -----------
After 1 year
After 3 years
After 5 years                               N/A
After 10 years                              N/A

These  examples are only  illustrations,  and your actual costs may be higher or
lower.  The tables above reflect the expenses of the Funds and the Portfolios in
which they invest.

                                        4
<PAGE>
STRUCTURE OF THE FUNDS AND THE PORTFOLIOS

Each Fund seeks its goal by investing all of its assets in a PIC Portfolio.  The
PIC  Portfolio  then invests  directly in  securities.  Each PIC  Portfolio is a
mutual fund with the same investment goal as the Fund investing in it.

A Portfolio may sell its shares to other funds and  institutions as well as to a
Fund.  All who invest in a Portfolio do so on the same terms and  conditions and
pay a proportionate  share of the  Portfolio's  expenses.  However,  these other
funds may sell their  shares to the public at prices  different  from the Fund's
prices. This would be due to different sales charges or operating expenses,  and
it  might  result  in  different   investment  returns  to  these  other  funds'
shareholders.

The Funds'  Board of Trustees  may decide that it is in the best  interests of a
Fund to stop  investing  in a PIC  Portfolio.  The Board  would then decide what
further  action to take,  such as  permitting  the Fund to invest in some  other
mutual fund or permitting the Fund to invest in securities directly.

THE FUNDS IN DETAIL

MANAGEMENT

PIC is the advisor to the PIC Portfolios,  in which the respective Funds invest.
An investment  committee of PIC formulates and implements an investment  program
for each of the Portfolios,  including  determining  which securities  should be
bought and sold.  PIC supports its  selection of individual  securities  through
intensive  research  and  uses  qualitative  and  quantitative   disciplines  to
determine when  securities  should be sold.  PIC's research  professionals  meet
personally  with the  majority of the senior  officers of the  companies  in the
Portfolios to discuss their  abilities to generate  strong  revenue and earnings
growth in the future.

Each  Portfolio  pays  an  investment  advisory  fee to  PIC  for  managing  the
Portfolio's  investments.  Last year, as a percentage of net assets,  the Growth
Portfolio  paid  ____% ; the Mid Cap  Portfolio  paid____%;  and the  Small  Cap
Portfolio paid _____%.

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 a 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.

Each Portfolio  seeks to spread  investment  risk by  diversifying  its holdings
among many  companies  and  industries.  PIC normally  invests each  Portfolio's
assets  according to its investment  strategy.  Each Portfolio also reserves the
right to invest  without  limitation in short-term  instruments  for  temporary,
defensive purposes. At those times, a Fund would not be seeking capital growth.

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.

MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS AND STRATEGIES

As described  earlier,  each Fund invests all of its assets in a PIC  Portfolio.
This section gives more information about how the PIC Portfolios invest.

                                        5
<PAGE>
PROVIDENT INVESTMENT COUNSEL GROWTH FUND

The Growth Fund seeks long term growth of capital by investing in the PIC Growth
Portfolio,  which in turn invests primarily in equity  securities.  Under normal
circumstances,  the Growth  Portfolio  will invest at least 80% of its assets in
equity securities.  In selecting investments for the Growth Portfolio,  PIC will
include  equity  securities  of companies of various  sizes which are  currently
experiencing an  above-average  rate of earnings  growth.  PIC uses  "bottom-up"
fundamental  research  to  identify  companies  which have a  five-year  average
performance  record of sales,  earnings,  pretax  margins,  return on equity and
reinvestment  rate, all of which,  in the  aggregate,  are 1.5 times the average
performance  of the  Standard & Poor's  Index of 500 Common  Stocks for the same
period. The minimum market capitalization of a portfolio security is expected to
be  $250  million,   and  the  average   market   capitalization   is  currently
approximately  $15  billion.  Equity  securities  in which the Growth  Portfolio
invests typically average less than a 1% dividend. Currently,  approximately 70%
of the equity securities in which the Growth Portfolio invests are listed on the
New York or  American  Stock  Exchanges,  and the  remainder  are  traded on the
National  Association  of  Securities  Dealers'  NASDAQ  system or are otherwise
traded over the counter.

PROVIDENT INVESTMENT COUNSEL MID CAP FUND

The Mid Cap Fund seeks long term growth of capital by  investing  in the PIC Mid
Cap  Portfolio,  which  in  turn  invests  primarily  in  equity  securities  of
medium-sized companies.

PIC will  invest  at least  65%,  and  normally  at  least  95%,  of the Mid Cap
Portfolio's  total  assets  in  these  securities.  The  Mid Cap  Portfolio  has
flexibility,  however, to invest the balance in other market capitalizations and
security types.

Medium-sized  companies are those whose market  capitalizations  fall within the
range of $500 million to $5 billion.  Investing in medium  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.  However, they
tend to involve less risk than stocks of small companies.

PROVIDENT INVESTMENT COUNSEL SMALL COMPANY GROWTH FUND

The Small Company  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 Small Cap  Portfolio  has  flexibility,
however,  to invest the balance in other  market  capitalizations  and  security
types. Small companies are those whose market  capitalization or annual revenues
are $250 million or less. Investing in small  capitalization  stocks may involve
greater risk than investing in large or medium capitalization stocks, since they
can be subject to more abrupt or erratic movements in value.

YOUR ACCOUNT

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT

For your general investment needs

Individual accounts are owned by one person. Joint accounts can have two or more
owners (tenants).

RETIREMENT

To shelter your retirement savings from taxes

Retirement  plans allow  individuals  to shelter  investment  income and capital
gains from current taxes.  In addition,  contributions  to these accounts may be
tax deductible.  Retirement accounts require special  applications and typically
have lower minimums.

                                        6
<PAGE>

* Individual  Retirement  Accounts (IRAs) allow anyone of legal age and under 70
1/2 with earned income to invest up to $2000 per tax year.  Individuals can also
invest in a spouse's IRA if the spouse has earned income of less than $250.

* Rollover IRAs retain  special tax advantages  for certain  distributions  from
employer-sponsored retirement plans.

* Keogh or  Corporate  Profit  Sharing and Money  Purchase  Pension  Plans allow
self-employed individuals or small business owners (and their employees) to make
tax-deductible  contributions  for themselves  and any eligible  employees up to
$30,000 per year.

* Simplified  Employee Pension Plans (SEP-IRAs) provide small business owners or
those with self-employed  income (and their eligible employees) with many of the
same advantages as a Keogh, but with fewer administrative requirements.

* 403(b)  Custodial  Accounts are  available  to  employees  of most  tax-exempt
institutions, including schools, hospitals and other charitable organizations.

* 401(k)  Programs allow  employees of corporations of all sizes to contribute a
percentage of their wages on a  tax-deferred  basis.  These  accounts need to be
established by the trustee of the plan.

GIFTS OR TRANSFERS TO MINOR (UGMA, UTMA)

To invest for a child's education or other future needs

These custodial  accounts  provide a way to give money to a child and obtain tax
benefits.  An individual  can give up to $10,000 a year per child without paying
federal gift tax.  Depending on state laws,  you can set up a custodial  account
under the Uniform Gifts to Minors Act (UGMA) or the Uniform  Transfers to Minors
Act (UTMA).

TRUST

For money being invested by a trust

The trust must be established before an account can be opened.

BUSINESS OR ORGANIZATION

For investment needs of corporations, associations, partnerships or other groups

Does not require a special application.

HOW TO BUY SHARES

Once each business day, each 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 your  investment  is  received  and  accepted.  Share price is
normally calculated at 4 p.m. Eastern time.

If you are investing  through a tax-sheltered  retirement  plan, such as an IRA,
for the first time, you will need a special  application.  Retirement  investing
also  involves  its own  investment  procedures.  Call (800)  618-7643  for more
information and a retirement application.

If you buy shares by check and then sell  those  shares  within  two weeks,  the
payment  may be  delayed  for up to seven  business  days to  ensure  that  your
purchase check has cleared.

                                        7
<PAGE>
If you are  investing  by wire,  please be sure to call  (800)  618-7643  before
sending each wire.
                                             Minimum Investments
                                             -------------------
To Open an Account                                $1 million

The Funds may, at their discretion,
waive the minimum investment for
employees and affiliates of PIC or
any other person or organization
deemed appropriate

For retirement accounts                           $  250

To Add to an Account                              $  250

For retirement plans                              $  250

Through automatic investment plans                $  100

Minimum Balance                                   $1,000

For retirement accounts                           $  500

For Information: (800) 618-7643

TO INVEST

By Mail:  Provident Investment Counsel Funds
          c/o PFPC Inc.
          P.O. Box 8943
          Wilmington, DE 19899

By Wire:  Call: (800) 618-7643 to set up an account and arrange a wire transfer

By Overnight Delivery:  Provident Investment Counsel Funds
                        c/o PFPC Inc.
                        400 Bellevue Parkway
                        Wilmington, DE 19809
HOW TO SELL SHARES

You can  arrange  to take  money  out of your  account  at any  time by  selling
(redeeming) some or all of your shares. Your shares will be sold at the next NAV
calculated after your order is received and accepted.

To sell  shares  in a  non-retirement  account,  you may use any of the  methods
described on these two pages.

If you are selling some but not all of your shares,  leave at least $1,000 worth
of shares in the account to keep it open ($500 for retirement accounts).

Certain requests must include a signature guarantee to protect you and the Funds
from  fraud.  Your  request  must be made in  writing  and  include a  signature
guarantee if any of the following situations apply:

* You wish to redeem more than $100,000 worth of shares,

* Your account registration has changed within the last 30 days,

* The check is being mailed to a different  address from the one on your account
(record address), or

* The check is being made payable to someone other than the account owner.

You should be able to obtain a signature  guarantee from a bank,  broker-dealer,
credit  union  (if  authorized   under  state  law),   securities   exchange  or
association,  clearing  agency or savings  association.  A notary  public cannot
provide a signature guarantee.

                                       8
<PAGE>
SELLING SHARES IN WRITING

Write a "letter of instruction" with:

* Your name,

* Your Fund account number,

* The dollar amount or number of shares to be redeemed, and

* Any other applicable requirements listed in the table at right.

* Unless otherwise instructed, PIC will send a check to the record address.

Mail your letter to:  Provident Investment Counsel Funds
                      c/o PFPC Inc.
                      P.O. Box 8943
                      Wilmington, DE 19899

HOW TO SELL SHARES

                Account Type              Special Requirements
                ------------              --------------------
Phone           All account types      * Your telephone call must be received
(800) 618-7643  except retirement      by 4 p.m. Eastern time to be redeemed on
                                       that day.

Mail or in      Individual, Joint      * The letter of instructions must be
Person          Tenant, Sole Propri-   signed by all persons required to sign
                etorship, UGMA,        for transactions, exactly as their names
                UTMA                   appear on the account.

                Retirement Account     *  The  account   owner   should complete
                                       a retirement  distribution form.  Call
                                       (800) 618-7643 to request one.

                Trust                  *  The  trustee   must  sign  the  letter
                                       indicating  capacity as  trustee.  If the
                                       trustee's  name  is not  in  the  account
                                       registration, provide a copy of the trust
                                       document  certified  within  the  last 60
                                       days.

                Business or            * At least one person authorized by
                Organization           corporate resolutions to act on the
                                       account must sign the letter.

                                       * Include a corporate resolution with
                                       corporate seal or a signature guarantee.

                Executor,              * Call (800) 618-7643 for instructions.
                Administrator,
                Conservator,
                Guardian

Wire            All account types      * You must sign up for the wire feature
                except retirement      before using it. To verify that it is in
                                       place, call (800) 618-7643. Minimum
                                       wire: $5,000.

                                       * Your wire redemption request must be
                                       received by the Fund before 4 p.m.
                                       Eastern time for money to be wired the
                                       next business day.

                                        9
<PAGE>
INVESTOR SERVICES

PIC provides a variety of services to help you manage your account.

INFORMATION SERVICES

PIC'S telephone representatives can be reached at (800) 618-7643.

Statements and reports that PIC sends to you include the following:

* Confirmation  statements  (after every  transaction  that affects your account
balance or your account registration)

* Financial reports (every six months)

TRANSACTION SERVICES

Exchange  Privilege.  You may sell your Fund  shares and buy shares of other PIC
Funds by telephone or in writing. Note that exchanges into each Fund are limited
to four per calendar year, and that they may have tax consequences for you. PFPC
charges a $5 fee for each  exchange,  which is  automatically  deducted when the
exchange is made. Also see "Exchange Restrictions."

Systematic  withdrawal  plans  let you set up  periodic  redemptions  from  your
account.  These redemptions take place on the 25th day of each month or, if that
day is a weekend or holiday, on the prior business day.

REGULAR INVESTMENT PLANS

One easy way to pursue your financial  goals is to invest money  regularly.  PIC
offers  convenient  services that let you transfer  money into your Fund account
automatically.  Automatic investments are made on the 20th day of each month or,
if that day is a weekend or holiday,  on the prior  business day.  While regular
investment plans do not guarantee a profit and will not protect you against loss
in a declining market, they can be an excellent way to invest for retirement,  a
home,  educational  expenses,  and other  long  term  financial  goals.  Certain
restrictions  apply  for  retirement  accounts.  Call  (800)  618-7643  for more
information.

SHAREHOLDER ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS AND TAXES

The Funds distribute substantially all of their net income and capital gains, if
any, to shareholders each year in December.

DISTRIBUTION OPTIONS

When you open an account,  specify on your  application  how you want to receive
your  distributions.  If the option you prefer is not listed on the application,
call (800) 618-7643 for instructions. The Funds offer three options:

1. Reinvestment  Option.  Your dividend and capital gain  distributions  will be
automatically  reinvested  in  additional  shares  of  the  Fund.  If you do not
indicate a choice on your application, you will be assigned this option.

2. Income-Earned  Option.  Your capital gain distributions will be automatically
reinvested, but you will be sent a check for each dividend distribution.

3. Cash  Option.  You will be sent a check for your  dividend  and capital  gain
distributions.

For retirement accounts,  all distributions are automatically  reinvested.  When
you are over 59 1/2 years old, you can receive distributions in cash.

                                       10
<PAGE>
When a Fund deducts a distribution  from its NAV, the reinvestment  price is the
Fund's NAV at the close of business that day. Cash  distribution  checks will be
mailed within seven days.

UNDERSTANDING 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 net income along to investors
as  distributions  which  are  taxed  as  dividends;   long  term  capital  gain
distributions are taxed as long term capital gains. Every January, PIC will send
you and the IRS a statement showing the taxable distributions.

Taxes on  Transactions.  Your  redemptions--including  exchanges  to  other  PIC
Funds--are  subject  to  capital  gains  tax.  A  capital  gain  or  loss is the
difference  between the cost of your  shares and the price you receive  when you
sell or exchange them.

Whenever you sell shares of a Fund, PIC will send you a  confirmation  statement
showing  how many  shares you sold and at what  price.  You will also  receive a
consolidated  transaction  statement every January.  However, it is up to you or
your tax preparer to determine whether the sales resulted in a capital gain and,
if so, the amount of the tax to be paid.  Be sure to keep your  regular  account
statements;  the  information  they contain will be essential in calculating the
amount of your capital gains.

TRANSACTION DETAILS

Each Fund is open for business  each day the New York Stock  Exchange  (NYSE) is
open.

Each 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.

When you sign your account  application,  you will be asked to certify that your
Social  Security or taxpayer  identification  number is correct and that you are
not subject to 31%  withholding  for failing to report income to the IRS. If you
violate IRS  regulations,  the IRS can  require a Fund to  withhold  31% of your
taxable distributions and redemptions.

You may initiate  many  transactions  by  telephone.  PIC may only be liable for
losses resulting from unauthorized transactions if it does not follow reasonable
procedures designed to verify the caller. PIC will request personalized security
codes or other  information,  and may also record  calls.  You should verify the
accuracy of your confirmation  statements immediately after you receive them. If
you do not want the liability to redeem or exchange by  telephone,  call PIC for
instructions.

Each Fund  reserves  the right to suspend the offering of shares for a period of
time.  Each Fund also reserves the right to reject any specific  purchase order,
including certain purchases by exchange. See "Exchange  Restrictions."  Purchase
orders may be refused if, in PIC's opinion, they would disrupt management of the
Fund.

Please note this about purchases:

* All of your purchases must be made in U.S.  dollars,  and checks must be drawn
on U.S. banks.

* PIC does not accept cash or third party checks.

* When making a purchase with more than one check,  each check must have a value
of at least $50.

* Each Fund  reserves  the right to limit the number of checks  processed at one
time.

* If your check does not clear,  your purchase will be canceled and you could be
liable for any losses or fees the Fund or its transfer agent has incurred.

                                       11

<PAGE>
To avoid the collection period associated with check purchases,  consider buying
shares by bank wire,  U.S.  Postal money order,  U.S.  Treasury  check,  Federal
Reserve check, or direct deposit instead.

You may buy shares of a Fund or sell them through a broker, who may charge you a
fee for this service. If you invest through a broker or other institution,  read
its  program  materials  for any  additional  service  features or fees that may
apply.

Certain financial  institutions that have entered into sales agreements with PIC
may enter  confirmed  purchase  orders on behalf  of  customers  by phone,  with
payment  to  follow no later  than the time  when the  Funds  are  priced on the
following  business day. If payment is not received by that time,  the financial
institution could be held liable for resulting fees or losses.

Please note this about redemptions:

* Normally,  redemption proceeds will be mailed to you on the next business day,
but if making immediate  payment could adversely affect the Fund, it may take up
to seven days to pay you.

*  Redemptions  may be suspended  or payment  dates  postponed  when the NYSE is
closed  (other  than  weekends  or  holidays),  when  trading  on  the  NYSE  is
restricted, or as permitted by the SEC.

* PIC  reserves  the right to deduct an annual  maintenance  fee of $12.00  from
accounts with a value of less than $1,000.  It is expected that accounts will be
valued on the second  Friday in November  of each year.  Accounts  opened  after
September  30 will not be subject to the fee for that  year.  The fee,  which is
payable to the  transfer  agent,  is designed  to offset in part the  relatively
higher cost of servicing smaller accounts.

* PIC also  reserves the right to redeem the shares and close your account if it
has been reduced to a value of less than $1,000 as a result of a  redemption  or
transfer,  PIC will give you 30 days prior notice of its intention to close your
account.

Please note this about exchanges

As a  shareholder,  you have the  privilege of  exchanging  shares of a Fund for
shares of other Provident Investment Counsel Funds. However, you should note the
following:

* The Fund you are exchanging into must be registered for sale in your state.

* You may only exchange  between  accounts that are registered in the same name,
address, and taxpayer identification number.

* Before exchanging into a Fund, read its prospectus.

* Exchanges may have tax consequences for you.

* Because  excessive  trading can hurt Fund performance and  shareholders,  each
Fund reserves the right to  temporarily  or  permanently  terminate the exchange
privilege of any investor who makes more than four  exchanges  out of a Fund per
calendar year.  Accounts under common ownership or control,  including  accounts
with the same taxpayer  identification  number, will be counted together for the
purposes of the four exchange limit.

* Each Fund  reserves  the right to refuse  exchange  purchases by any person or
group if, in PIC's  judgment,  a  Portfolio  would be unable to invest the money
effectively in accordance with its investment  objective and policies,  or would
otherwise potentially be adversely affected.

                                       12
<PAGE>
YEAR 2000 RISK.

Like other business organizations around the world, the Funds could be adversely
affected  if the  computer  systems  used by their  Advisor  and  other  service
providers do not properly  process and  calculate  information  related to dates
beginning  January 1, 2000. This is commonly known as the "Year 2000 Issue." The
Fund's  Advisor is taking  steps that it  believes  are  reasonably  designed to
address the Year 2000 Issue with respect to its own computer systems, and it has
obtained assurances from the Fund's other service providers that they are taking
comparable steps. However,  there can be no assurance that these actions will be
sufficient to avoid any adverse impact on the Funds.

FINANCIAL HIGHLIGHTS

These tables show the  financial  performance  for up to the past five years for
Growth  Fund and Small  Company  Growth  Fund.  As of the date of the  financial
statements, the Mid Cap Fund had not commenced operations.  "Total return" shows
how much your investment in a Fund would have increased or decreased during each
period,  assuming you had  reinvested  all  dividends  and  distributions.  This
information  has  been  audited  by  __________,  Independent  Certified  Public
Accountants.  Their reports and the Funds' financial  statements are included in
the Annual Reports, which is available on request.


                                       13
<PAGE>
                              PIC INVESTMENT TRUST

                       Statement of Additional Information

                             Dated ___________, 1999

This  Statement of Additional  Information  ("SAI") is not a prospectus,  and it
should be read in conjunction  with the  applicable  prospectus of the Provident
Investment  Counsel Growth Fund,  Provident  Investment Counsel Mid Cap Fund and
Provident  Investment  Counsel  Small Company  Growth Fund,  series of Provident
Investment  Counsel  Investment  Trust  (the  "Trust"),  which  share  a  common
prospectus.  There are five other series of the Trust: the Provident  Investment
Counsel Pinnacle  Balanced Fund,  Provident  Investment  Counsel Pinnacle Growth
Fund,  Provident  Investment Counsel Pinnacle Mid Cap Fund, Provident Investment
Counsel  Pinnacle  Small Company  Growth Fund and Provident  Investment  Counsel
Pinnacle  Small Cap Growth Fund.  The Provident  Investment  Counsel Growth Fund
(the  "Growth  Fund")  invests  in  the  PIC  Growth  Portfolio;  the  Provident
Investment  Counsel Mid Cap Fund (the "Mid Cap Fund") invests in the PIC Mid Cap
Portfolio;  the Provident  Investment  Counsel  Small  Company  Growth Fund (the
"Small Company  Growth  Fund")invests  in the PIC Small Cap Portfolio.  (In this
SAI, the Growth Fund,  the Mid Cap Fund and the Small Company Growth Fund may be
referred to as the "Funds", and the PIC Growth Portfolio,  PIC Mid Cap Portfolio
and PIC Small Cap Portfolio may be referred to as the  "Portfolios.")  Provident
Investment  Counsel (the "Advisor") is the Advisor to the Portfolios.  A copy of
the  applicable  prospectus  may be  obtained  from the Trust at 300 North  Lake
Avenue, Pasadena, CA 91101-4106, telephone (818) 449-8500.

                                TABLE OF CONTENTS


Investment Objective and Policies                                  B-2
   The Growth Fund                                                 B-2
   The Mid Cap Fund                                                B-2
   The Small Company Growth Fund                                   B-3
   Investment Restrictions                                         B-3
   Securities and Investment Practices                             B-4
Management                                                         B-8
Custodian and Auditors                                             B-11
Portfolio Transactions and Brokerage                               B-12
Portfolio Turnover                                                 B-12
Additional Purchase and Redemption Information                     B-13
Net Asset Value                                                    B-13
Taxation                                                           B-13
Dividends and Distributions                                        B-14
Performance Information                                            B-14
General Information                                                B-15
Financial Statements                                               B-16
Appendix                                                           B-16

                                       B-1
<PAGE>
                       INVESTMENT OBJECTIVES AND POLICIES

Introduction

         Each Fund seeks to achieve its investment objective by investing all of
its  assets  in  a  PIC  Portfolio.  Each  Portfolio  is a  separate  registered
investment company with the same investment  objective as the Fund. Since a Fund
will not invest in any securities other than shares of a Portfolio, investors in
the Fund will acquire only an indirect  interest in the  Portfolio.  Each Fund's
and  Portfolio's  investment  objective  cannot be changed  without  shareholder
approval.

         In addition to selling its shares to a Fund,  a Portfolio  may sell its
shares to other  mutual funds or  institutional  investors.  All  investors in a
Portfolio invest on the same terms and conditions and pay a proportionate  share
of the Portfolio's  expenses.  However,  other investors in a Portfolio may sell
their shares to the public at prices  different from those of a 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 a Portfolio.  Information  concerning
other  holders of  interests  in a  Portfolio  is  available  by  calling  (800)
618-7643.

         The Trustees of the Trust believe that this structure may enable a 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  a Fund's  assets in a 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. A Fund's investment in
a Portfolio may be withdrawn by the Trustees at any time if the Board determines
that it is in the best interests of a 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 a Fund in another pooled  investment  company
or the retaining of an investment advisor to manage the Fund's assets directly.

         Whenever  a 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.

The Growth Fund

         The  investment  objective  of the Growth Fund is to provide  long-term
growth of capital.  There is no assurance  that the Growth Fund will achieve its
objective.  The Growth Fund will  attempt to achieve its  objective by investing
all  of  its  assets  in  shares  of  the  PIC  Growth  Portfolio  (the  "Growth
Portfolio").   The  Growth  Portfolio  is  a  diversified   open-end  management
investment company having the same investment  objective as the Growth Fund. The
discussion  below  supplements  information  contained in the  prospectus  as to
investment  policies  of the Growth Fund and the Growth  Portfolio.  Because the
investment  characteristics of the Growth Fund will correspond directly to those
of the  Growth  Portfolio,  the  discussion  refers  to  those  investments  and
techniques employed by the Growth Portfolio.

The Mid Cap Fund

         The  investment  objective of the Mid Cap Fund is to provide  long-term
growth of capital.  There is no assurance that the Mid Cap Fund will achieve its
objective.  The Mid Cap Fund will attempt to achieve its  objective by investing
all of its  assets  in  shares  of the PIC  Mid  Cap  Portfolio  (the  "Mid  Cap
Portfolio").  The  Mid  Cap  Portfolio  is  a  diversified  open-end  management
investment company having the same investment objective as the Mid Cap Fund. The
discussion  below  supplements  information  contained in the  prospectus  as to
investment  policies of the Mid Cap Fund and the Mid Cap Portfolio.  Because the
investment characteristics of the Mid Cap Fund will correspond directly to those
of the Mid Cap  Portfolio,  the  discussion  refers  to  those  investments  and
techniques employed by the Mid Cap Portfolio.

                                       B-2

<PAGE>
The Small Company Growth Fund

         The investment objective of the Small Company Growth Fund is to provide
capital appreciation.  There is no assurance that Small Company Growth Fund will
achieve its objective. The Small Company Growth Fund will attempt to achieve its
objective  by  investing  all of its  assets  in  shares  of the PIC  Small  Cap
Portfolio (the "Small Cap Portfolio").  The Small Cap Portfolio is a diversified
open-end management  investment company having the same investment  objective as
the Small Company  Growth Fund.  The discussion  below  supplements  information
contained in the  prospectus as to policies of the Small Company Growth Fund and
the Small Cap  Portfolio.  Because the investment  characteristics  of the Small
Company  Growth  Fund  will  correspond  directly  to  those  of the  Small  Cap
Portfolio, the discussion refers to those investments and techniques employed by
the Small Cap Portfolio.

Investment Restrictions

         The Trust (on behalf of the Funds) and the Portfolios  have 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 a
Fund or a 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  shares  of a Fund  or a  Portfolio  represented  at a
meeting  at which the  holders  of more than 50% of its  outstanding  shares are
represented  or (ii)  more  than 50% of the  outstanding  shares  of a Fund or a
Portfolio.  Except with respect to  borrowing,  changes in values of assets of a
particular  Fund or  Portfolio  will not  cause a  violation  of the  investment
restrictions  so long as  percentage  restrictions  are observed by such Fund or
Portfolio at the time it purchases any security.

         As a matter of fundamental  policy,  the  Portfolios  are  diversified;
i.e., as to 75% of the value of a Portfolio's  total assets,  no more than 5% of
the value of its total  assets  may be  invested  in the  securities  of any one
issuer (other than U.S.  Government  securities).  The Funds invest all of their
assets in shares of the Portfolios.  Each Fund's and each Portfolio's investment
objective is fundamental.

In addition, no Fund or Portfolio may:

     1. Issue senior securities,  borrow money or pledge its assets, except that
a Fund or a 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 its total assets are outstanding;

     2. Make short sales of securities or maintain a short position;

     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, except that the Small Cap Portfolio may write
covered call and cash  secured put options and purchase  call and put options on
stocks and stock indices;

     5. Act as  underwriter  (except  to the extent a Fund or  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), except that any of the Funds may invest more than 25% of
their assets in shares of a Portfolio;

     7.  Purchase or sell real estate or interests in real estate or real estate
limited  partnerships  (although any Portfolio may purchase and sell  securities
which are secured by real estate and  securities  of  companies  which invest or
deal in real estate);

                                       B-3
<PAGE>
     8. Purchase or sell commodities or commodity futures contracts, except that
any Portfolio may purchase and sell stock index futures contracts;

     9.  Invest  in oil and gas  limited  partnerships  or oil,  gas or  mineral
leases;

     10. Make loans (except for purchases of debt securities consistent with the
investment  policies of the Funds and the  Portfolios  and except for repurchase
agreements); or

     11. Make investments for the purpose of exercising control or management.

         The  Portfolios  observe  the  following  restrictions  as a matter  of
operating but not fundamental policy.

         No Portfolio may:

     1. 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; or

     2.  Invest  more  than  15% of its  net  assets  in  securities  which  are
restricted  as to  disposition  or  otherwise  are  illiquid  or have no readily
available  market  (except  for  securities  issued  under  Rule 144A  which are
determined by the Board of Trustees to be liquid).

Securities and Investment Practices

     The discussion below supplements information contained in the prospectus as
to  investment  policies  of the  Portfolios.  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 a Portfolio achieve its goals.

Equity Securities

     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.

Short-Term Investments

     Short-Term Investments are debt securities that mature within a year of the
date they are  purchased by a Portfolio.  Some  specific  examples of short-term
investments are commercial paper, bankers' acceptances,  certificates of deposit
and repurchase agreements. A Portfolio will only purchase short-term investments
which  are "high  quality,"  meaning  the  investments  have  been  rated A-1 by
Standard & Poor's Rating Group ("S&P") or Prime-1 by Moody's Investors  Service,
Inc. ("Moody's"), or have an issue of debt securities outstanding rated at least
A by S&P or 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

         Repurchase  agreements are  transactions in which a Fund or 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.

                                       B-4
<PAGE>
         Although repurchase  agreements carry certain risks not associated with
direct  investments in securities,  the Funds and the Portfolios intend 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 Boards' 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 Funds and the Portfolios  intend to comply with provisions  under such
Code that would allow them immediately to resell the collateral.

Options Activities

         The Small Cap  Portfolio  may write  call  options  on stocks and stock
indices, if the calls are "covered" throughout the life of the option. A call is
"covered"  if the  Portfolio  owns the optioned  securities.  When the Small Cap
Portfolio writes a call, it receives a premium and gives the purchaser the right
to buy the  underlying  security  at any time  during the call period at a fixed
exercise price regardless of market price changes during the call period. If the
call is  exercised,  the  Portfolio  will forgo any gain from an increase in the
market price of the underlying security over the exercise price.

         The Small Cap  Portfolio  may purchase a call on securities to effect a
"closing  purchase  transaction,"  which is the purchase of a call  covering the
same underlying  security and having the same exercise price and expiration date
as a call  previously  written by the  Portfolio on which it wishes to terminate
its  obligation.  If the  Portfolio  is  unable  to  effect a  closing  purchase
transaction,  it will not be able to sell the underlying security until the call
previously  written by the Portfolio expires (or until the call is exercised and
the Portfolio delivers the underlying security).

         The  Small  Cap  Portfolio  also may write  and  purchase  put  options
("puts"). When the Portfolio writes a put, it gives the purchaser of the put the
right to sell the underlying  security to the Portfolio at the exercise price at
any time during the option period. When the Portfolio purchases a put, it pays a
premium in return for the right to sell the underlying  security at the exercise
price at any time during the option period. If any put is not exercised or sold,
it will become worthless on its expiration date.

         The Small Cap Portfolio's option positions may be closed out only on an
exchange which provides a secondary  market for options of the same series,  but
there can be no assurance that a liquid  secondary  market will exist at a given
time for any particular option.

         In the event of a shortage of the underlying securities  deliverable on
exercise of an option,  the Options  Clearing  Corporation  has the authority to
permit other,  generally comparable securities to be delivered in fulfillment of
option exercise  obligations.  If the Options Clearing Corporation exercises its
discretionary  authority to allow such other securities to be delivered,  it may
also adjust the  exercise  prices of the affected  options by setting  different
prices  at  which  otherwise  ineligible  securities  may  be  delivered.  As an
alternative  to permitting  such  substitute  deliveries,  the Options  Clearing
Corporation may impose special exercise settlement procedures.

Futures Contracts

         The  Portfolios  may buy and sell  stock  index  futures  contracts.  A
futures contract is an agreement  between two parties to buy and sell a security
or an index for a set price on a future date.  Futures  contracts  are traded on
designated  "contract  markets"  which,  through  their  clearing  corporations,
guarantee performance of the contracts.

                                       B-5
<PAGE>
         Entering  into a futures  contract  for the sale of  securities  has an
effect  similar to the actual sale of  securities,  although sale of the futures
contract might be  accomplished  more easily and quickly.  Entering into futures
contracts  for the purchase of  securities  has an effect  similar to the actual
purchase of the  underlying  securities,  but permits the  continued  holding of
securities other than the underlying securities.

         A stock  index  futures  contract  may be used as a hedge by any of the
Portfolios with regard to market risk as  distinguished  from risk relating to a
specific security.  A stock index futures contract does not require the physical
delivery of  securities,  but merely  provides for profits and losses  resulting
from  changes in the market  value of the  contract to be credited or debited at
the close of each trading day to the  respective  accounts of the parties to the
contract.  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.

         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 a Portfolio  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 a  Portfolio  than if it had not
entered into any futures on stock indices.

         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.

Foreign Securities

         The Portfolios  may invest in foreign  issuers in foreign  markets.  In
addition,  the Portfolios may invest in American  Depositary  Receipts ("ADRs"),
which are receipts,  usually issued by a U.S. bank or trust company,  evidencing
ownership of the underlying securities. Generally, ADRs are issued in registered
form,  denominated  in U.S.  dollars,  and  are  designed  for  use in the  U.S.
securities  markets. A depositary may issue unsponsored ADRs without the consent
of the  foreign  issuer of  securities,  in which case the holder of the ADR may
incur higher costs and receive less  information  about the foreign  issuer than
the holder of a sponsored  ADR. A  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 system.

         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.

                                       B-6

<PAGE>
Forward Foreign Currency Exchange Contracts

         The  Portfolios  may enter  into  forward  contracts  with  respect  to
specific transactions.  For example, when a Portfolio enters into a contract for
the purchase or sale of a security denominated in a foreign currency, or when it
anticipates the receipt in a foreign  currency of dividend or interest  payments
on a  security  that it holds,  the  Portfolio  may desire to "lock in" the U.S.
dollar price of the security or the U.S.  dollar  equivalent of the payment,  by
entering into a forward contract for the purchase or sale, for a fixed amount of
U.S. dollars or foreign currency,  of the amount of foreign currency involved in
the  underlying  transaction.  The Portfolio  will thereby be to protect  itself
against a possible loss  resulting  from an adverse  change in the  relationship
between the currency  exchange rates during the period between the date on which
the security is purchased or sold, or on which the payment is declared,  and the
date on which such payments are made or received.

         The precise  matching of the forward  contract amounts and the value of
the securities  involved will not generally be possible because the future value
of such securities in foreign  currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures.  Accordingly, it may be necessary for a
Portfolio  to purchase  additional  foreign  currency  on the spot (i.e.,  cash)
market  (and bear the  expense  of such  purchase)  if the  market  value of the
security is less than the amount of foreign  currency the Portfolio is obligated
to deliver and if a decision is made to sell the security  and make  delivery of
the foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security if
its market value exceeds the amount of foreign currency a Portfolio is obligated
to deliver.  The projection of short-term currency market movements is extremely
difficult,  and the  successful  execution of a short-term  hedging  strategy is
highly uncertain.  Forward contracts involve the risk that anticipated  currency
movements  will not be  accurately  predicted,  causing a  Portfolio  to sustain
losses on these contracts and transaction  costs.  The Portfolios may enter into
forward  contracts or maintain a net exposure to such  contracts only if (1) the
consummation  of the  contracts  would not obligate the  Portfolio to deliver an
amount of foreign currency in excess of the value of the Portfolio's  securities
or other assets  denominated  in that currency or (2) the Portfolio  maintains a
segregated account as described below. Under normal circumstances, consideration
of the prospect for currency  parities will be incorporated into the longer term
investment  decisions  made with regard to overall  diversification  strategies.
However,  the Advisor  believes it is important to have the flexibility to enter
into such forward  contracts  when it  determines  that the best  interests of a
Portfolio will be served.

         At or before the maturity  date of a forward  contract  that requires a
Portfolio to sell a currency,  the  Portfolio may either sell a security and use
the sale  proceeds to make  delivery of the  currency or retain the security and
offset its contractual obligation to deliver the currency by purchasing a second
contract pursuant to which the Portfolio will obtain, on the same maturity date,
the same amount of the currency  that it is obligated to deliver.  Similarly,  a
Portfolio may close out a forward contract  requiring it to purchase a specified
currency by entering into a second contract entitling it to sell the same amount
of the same currency on the maturity date of the first  contract.  The Portfolio
would  realize a gain or loss as a result of  entering  into such an  offsetting
forward  contract  under either  circumstance  to the extent the  exchange  rate
between the currencies  involved moved between the execution  dates of the first
and second contracts.

         The cost to a Portfolio  of engaging in forward  contracts  varies with
factors such as the currencies  involved,  the length of the contract period and
the market  conditions then  prevailing.  Because forward  contracts are usually
entered into on a principal basis, no fees or commissions are involved.  The use
of  forward  contracts  does not  eliminate  fluctuations  in the  prices of the
underlying  securities a Portfolio owns or intends to acquire, but it does fix a
rate of exchange in advance.  In addition,  although forward contracts limit the
risk of loss due to a decline in the value of the hedged currencies, at the same
time they limit any  potential  gain that might  result  should the value of the
currencies increase.

Segregated Accounts

         When a Portfolio  writes an option,  sells a futures contract or enters
into  a  forward  foreign  currency  exchange  contract,  it  will  establish  a
segregated  account with its custodian bank, or a securities  depository  acting
for it, to hold assets of the  Portfolio  in order to insure that the  Portfolio
will be able to meet  its  obligations.  In the  case of a call  that  has  been
written, the securities covering the option will be maintained in the segregated
account and cannot be sold by a Portfolio until released.

                                       B-7
<PAGE>
In the case of a put  that  has  been  written  or a  forward  foreign  currency
contract that has been entered into, liquid securities will be maintained in the
segregated  account in an amount  sufficient to meet a  Portfolio's  obligations
pursuant  to the put or  forward  contract.  In the case of a futures  contract,
liquid securities will be maintained in the segregated account equal in value to
the current value of the  underlying  contract,  less the margin  deposits.  The
margin  deposits are also held, in cash or U.S.  Government  securities,  in the
segregated account.

Debt Securities and Ratings

         Ratings of debt  securities  represent  the rating  agencies'  opinions
regarding their quality, are not a guarantee of quality and may be reduced after
a Portfolio  has acquired the security.  The Advisor will  consider  whether the
Portfolio should continue to hold the security but is not required to dispose of
it.  Credit  ratings  attempt to evaluate the safety of  principal  and interest
payments and do not evaluate the risks of  fluctuations  in market value.  Also,
rating agencies may fail to make timely changes in credit ratings in response to
subsequent  events,  so that an issuer's  current  financial  conditions  may be
better or worse than the rating indicates.

                                   MANAGEMENT

         The  overall  management  of the  business  and affairs of the Trust is
vested with its Board of Trustees. The Board approves all significant agreements
between the Trust and persons or companies  furnishing services to it, including
the agreements  with the Advisor,  Administrator,  Custodian and Transfer Agent.
Likewise,  the Portfolios  each have a Board of Trustees  which have  comparable
responsibilities,  including approving  agreements with the Advisor.  The day to
day operations of the Trust and the Portfolios are delegated to their  officers,
subject to their investment  objectives and policies and to general  supervision
by their Boards of Trustees.

         The Trustees and officers of the Trust,  their  business  addresses and
principal occupations during the past five years are:

Jettie M. Edwards (age 52), Trustee          Consulting principal of Syrus
76 Seaview Drive                             Associates (consulting firm)
Santa Barbara, CA 93108

Jeffrey D. Lovell (age 46), Trustee          Managing Director, President and
11150 Santa Monica Blvd., Ste 1650           co-founder of Putnam, Lovell &
Los Angeles, CA 90025                        Thornton, Inc. (investment bankers)

Jeffrey J. Miller (age 48), President        Managing Director and Secretary of
 and Trustee*                                the Advisor; President and Trustee
300 North Lake Avenue                        of each of the Portfolios
Pasadena, CA 91101

Wayne H. Smith (age 57), Trustee             Vice President and Treasurer of
150 N. Orange Grove Blvd.                    Avery Dennison Corporation
Pasadena, CA 90013                           (pressure sensitive material and
                                             office products manufacturer)

Thad M. Brown (age 48), Vice President       Senior Vice President and Chief
  Secretary and Treasurer                    Financial Officer of the Advisor
300 North Lake Avenue
Pasadena, CA 91101

         The  Trustees and officers of each of the  Portfolios,  their  business
address and their occupations during the past five years are:

Richard N. Frank (age 75), Trustee           Chief Executive Officer, Lawry's
234 E. Colorado Blvd.                        Restaurants, Inc.; formerly
Pasadena, CA 91101                           Chairman of Lawry's Foods, Inc.

                                       B-8

<PAGE>
James Clayburn LaForce (age70),              Dean Emeritus, John E. Anderson
 Trustee                                     Graduate School of Management,
P.O. Box 1585                                University of California, Los
Pauma Valley, CA 92061                       Angeles. Director of The BlackRock
                                             Funds. Trustee of Payden & Rygel
                                             Investment Trust. Director of the
                                             Timken Co., Rockwell International,
                                             Eli Lilly, Jacobs Engineering Group
                                             and Imperial Credit Industries.

Jeffrey J. Miller (age 48),                  Managing Director and Secretary of
 President and Trustee*                      the Advisor
300 North Lake Avenue
Pasadena, CA 91101

Angelo R. Mozilo (age 59), Trustee           Vice Chairman and Executive Vice
155 N. Lake Avenue                           President of Countrywide Credit
Pasadena, CA 91101                           Industries (mortgage banking)

Thad M. Brown (age 48),                      Senior Vice President and Chief
 Vice President, Secretary                   Financial Officer of the Advisor
 and Treasurer
300 North Lake Avenue
Pasadena, CA 91101

- ----------
* denotes Trustees who are "interested persons" of the Trust or Portfolios 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."
                                                              Deferred
                                          Total             Compensation
       Name of Trustee                 Compensation           Accrued
       ---------------                 ------------           -------
       Jettie M. Edwards                $12,000(1)                -0-
       Bernard J. Johnson                11,500(1)                -0-
       Jeffrey D. Lovell                 11,500(1)             22,093
       Wayne H. Smith                    12,000(1)             23,719
       Richard N. Frank                  12,000(2)             23,604
       James Clayburn LaForce            12,000(2)                -0-
       Angelo R. Mozilo                  12,000(2)             24,153
- ----------
(1) Compensation was paid by the Registrant
(2) Compensation was paid by five other registered  investment  companies in the
    "Fund Complex."

         The following  persons,  to the knowledge of the Trust, owned more than
5% of the outstanding shares of the Growth Fund as of ____________, 1999:

         The following  persons,  to the knowledge of the Trust, owned more than
5% of the outstanding shares of the Mid Cap Fund as of ______________, 1999:

         The following  persons,  to the knowledge of the Trust, owned more than
5%  of  the  outstanding   shares  of  the  Small  Company  Growth  Fund  as  of
_____________, 1999:

         As of ____________, 1999, shares of the Funds owned by the Trustees and
officers as a group were less than 1%.

                                       B-9
<PAGE>
The Advisor

         The Trust does not have an  investment  advisor,  although  the Advisor
performs certain  administrative  services for it, including  providing  certain
officers and office space.

         The  following  information  is  provided  about  the  Advisor  and the
Portfolios.  Subject  to  the  supervision  of the  Boards  of  Trustees  of the
Portfolios,   investment  management  and  services  will  be  provided  to  the
Portfolios by the Advisor,  pursuant to separate  Investment Advisory Agreements
(the "Advisory  Agreements").  Under the Advisory  Agreements,  the Advisor will
provide a continuous  investment  program for the  Portfolios and make decisions
and place orders to buy, sell or hold particular securities.  In addition to the
fees payable to the Advisor and the Administrator,  the Portfolios and the Trust
are responsible for their 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,  shareholder service and transfer agents; (vii) fees and expenses for
registration or qualification of the Trust and its shares under federal or state
securities laws; (viii) expenses of preparing,  printing and mailing reports and
notices and proxy material to  shareholders;  (ix) other expenses  incidental to
holding any shareholder meetings; (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  Trust  or  the
Portfolios  and the legal  obligations  with  respect  to which the Trust or the
Portfolios  may  have to  indemnify  their  officers  and  Trustees;  and  (xii)
amortization of organization costs.

         The Advisor is an  indirect,  wholly owned  subsidiary  of United Asset
Management Corporation ("UAM"), a New York Stock Exchange listed holding company
principally  engaged,  through  affiliated  firms,  in  providing  institutional
investment management services. On February 15, 1995, UAM acquired the assets of
the Advisor's predecessor,  which had the same name as the Advisor; on that date
the Advisor  entered into new Advisory  Agreements  having the same terms as the
previous Advisory Agreements with the Portfolios. The term "Advisor" also refers
to the Advisor's predecessor.

         For its services,  the Advisor receives a fee from the Growth and Small
Cap Portfolios at an annual rate of 0.80% of their average net assets,  and will
receive  a fee  from the Mid Cap  Portfolio  at an  annual  rate of 0.70% of its
average daily net assets.  During the fiscal years ended October 31, 1998, 1997,
and 1996,  the  Advisor  earned  fees  pursuant to the  Advisory  Agreements  as
follows: from the Growth Portfolio, $ , $838,058 and $949,431, respectively; and
from the Small Cap  Portfolio,  $ ,  $1,525,768  and  $1,395,748,  respectively.
However,  the Advisor has agreed to limit the  aggregate  expenses of the Growth
and Small Cap  Portfolios  to 1.00% of  average  net  assets.  As a result,  the
Advisor paid expenses of the Growth Portfolio that exceeded these expense limits
in the  amounts of $_____,  $48,003 and  $64,401  during the fiscal  years ended
October 31, 1998, 1997 and 1996, respectively.  The Advisor paid expenses of the
Small Cap Portfolio that exceeded these expense limits in the amounts of $ ____,
$24,879 and $26,098  during the fiscal years ended  October 31,  1998,  1997 and
1996, respectively. The Mid Cap Portfolio was not in existence prior to 1998.

         Under the  Advisory  Agreements,  the Advisor will not be liable to the
Portfolios for any error of judgment by the Advisor or any loss sustained by the
Portfolios  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  Agreements will remain in effect for two years from their
execution.  Thereafter, if not terminated, each Advisory Agreement will continue
automatically for successive  annual periods,  provided that such continuance is
specifically  approved  at  least  annually  (i)  by  a  majority  vote  of  the
Independent  Trustees  cast in person at a meeting  called  for the  purpose  of
voting  on such  approval,  and (ii) by the  Board of  Trustees  or by vote of a
majority of the outstanding voting securities of the Portfolio.

                                      B-10
<PAGE>
         The Advisory Agreements are terminable by vote of the Board of Trustees
or by the  holders of a majority of the  outstanding  voting  securities  of the
Portfolios  at any  time  without  penalty,  on 60 days  written  notice  to the
Advisor.  The Advisory  Agreements  also may be  terminated by the Advisor on 60
days  written  notice  to the  Portfolios.  The  Advisory  Agreements  terminate
automatically upon their assignment (as defined in the 1940 Act).

         The Advisor also provides certain administrative  services to the Trust
pursuant to Administration  Agreements,  including assisting shareholders of the
Trust,  furnishing  office space and  permitting  certain  employees to serve as
officers and Trustees of the Trust. For its services, it earns a fee at the rate
of 0.20% of the  average  net  assets of each  series of the  Trust.  During the
fiscal years ended  October 31,  1998,  1997 and 1996,  the Advisor  earned fees
pursuant to the  Administration  Agreements  from the Growth Fund  (formerly the
Institutional Growth Fund) of $__________,  $207,782 and $236,786, respectively.
During the fiscal  years ended  October  31,  1998,  1997 and 1996,  the Advisor
earned fees of $__,  $24,2435 and $3,105,  respectively  from the Small  Company
Growth Fund (formerly PIC Institutional  Small Cap Growth Fund).  Prior to 1998,
the Mid Cap Fund was not in existence.  However, the Advisor has agreed to limit
the  aggregate  expenses of the Growth  Fund to 1.25% of its  average  daily net
assets and the expenses of the Small Company Growth Fund to 1.45% of its average
daily net assets.  As a result,  the Advisor  waived all or a portion of its fee
and/or reimbursed expenses of the Growth Fund that exceeded these expense limits
in the amounts of $________,  $110,144 and $55,034 during the fiscal years ended
October 31,  1998,  1997 and 1996.  In  addition,  the  Advisor  waived all or a
portion of its fee and/or  reimbursed  expenses of the Small Company Growth Fund
that  exceeded  these expense  limits in the amounts of  $________,  $35,623 and
$38,198 during the fiscal years ended October 31, 1998, 1997 and 1996.

         The Advisor  reserves the right to be reimbursed  for any waiver of its
fees or expenses paid on behalf of the Funds if, within three subsequent  years,
a Fund's expenses are less than the limit agreed to by the Advisor.

The Administrator

         The Funds and the Portfolios each pay a monthly  administration  fee to
Investment  Company  Administration,  LLC for  managing  some of their  business
affairs.  Each  Portfolio  pays an  annual  administration  fee of  0.10% of its
average net assets,  subject to an annual minimum of $45,000.  Each Fund pays an
annual fee of $15,000.

         During each of the three years ended  October 31, 1998,  1997 and 1996,
the Growth Fund paid the Administrator  fees in the amount of $____.  During the
fiscal years ended October 31, 1998, 1997 and 1996 the Small Company Growth Fund
paid the  Administrator  fees in the  amounts  of  $____,  $15,000  and  $4,999,
respectively.

         During the fiscal  years ended  October 31,  1998,  1997 and 1996,  the
Growth  Portfolio  paid the  Administrator  fees in the  amounts  of  $________,
$103,757 and $118,678,  respectively.  During the fiscal years ended October 31,
1998, 1997 and 1996, the Small Company Growth  Portfolio paid the  Administrator
fees in the amounts of $________, $190,721 and $174,469, respectively.

                          CUSTODIAN AND AUDITORS

         The Trust's  custodian,  Provident  National  Bank,  200 Stevens Drive,
Lester,  PA 19113 is  responsible  for  holding  the  Funds'  assets.  Provident
Financial Processing Corporation,  400 Bellevue Parkway,  Wilmington,  DE 19809,
acts as each  Fund's  transfer  agent;  its  mailing  address is P.O.  Box 8943,
Wilmington,  DE 19899. The Trust's independent accountants,  McGladrey & Pullen,
LLP, 555 Fifth Avenue, New York, NY 10017,  assist in the preparation of certain
reports to the Securities and Exchange Commission and the Funds' tax returns.

                                      B-11

<PAGE>
                      PORTFOLIO TRANSACTIONS AND BROKERAGE

         The Advisory  Agreements  state that in  connection  with its duties to
arrange for the purchase and the sale of  securities  held by the  Portfolios by
placing  purchase and sale orders for the  Portfolios,  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  Agreements  to  consider  the  reliability,  integrity  and  financial
condition  of the  broker.  The  Advisor  also  is  authorized  by the  Advisory
Agreements  to consider  whether  the broker  provides  research or  statistical
information to the Portfolios and/or other accounts of the Advisor.  The Advisor
may select  brokers who sell shares of the  Portfolios or the Funds which invest
in the Portfolios.

         The Advisory  Agreements 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  Agreements  provide 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 Agreements;
(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.  During the
fiscal  years  ended  October  31,  1997  and  1996,  the  amount  of  brokerage
commissions   paid  by  the  Growth   Portfolio   were  $110,376  and  $148,938,
respectively.  During the fiscal  years ended  October  31,  1997 and 1996,  the
amount of brokerage  commissions  paid by the Small Cap Portfolio  were $218,087
and $115,709,  respectively.  During the fiscal year ended October 31, 1998, the
Growth Portfolio paid $165,841 in brokerage commissions.  Of that amount, $1,050
was paid in brokerage  commissions to brokers who furnished  research  services.
During the fiscal year ended  October 31,  1998,  the Small Cap  Portfolio  paid
$208,083 in brokerage commissions.  Of that amount, $9,449 was paid in brokerage
commissions to brokers who furnished research services.

         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  Portfolios  in the  valuation  of  the  Portfolios'
investments.  The  research  which  the  Advisor  receives  for the  Portfolios'
brokerage commissions, whether or not useful to the Portfolios, may be useful to
it in  managing  the  accounts of its other  advisory  clients.  Similarly,  the
research received for the commissions may be useful to the Portfolios.

         The debt securities are generally  traded on a "net" basis with dealers
acting as principal for their own accounts without a stated commission  although
the price of the security usually includes a profit to the dealer.  Money market
instruments  usually trade on a "net" basis as well. On occasion,  certain money
market instruments may be purchased by the Portfolios 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.

                               PORTFOLIO TURNOVER

         Although the Funds  generally  will not invest for  short-term  trading
purposes,  portfolio securities may be sold without regard to the length of them
they  have  been  held  when,   in  the  opinion  of  the  Advisor,   investment
considerations  warrant such action.  Portfolio  turnover  rate is calculated by
dividing (1) the lesser of purchases  or sales of portfolio  securities  for the
fiscal  year by (2) the  monthly  average of the value of  portfolio  securities
owned  during the  fiscal  year.  A 100%  turnover  rate would  occur if all the
securities in a Portfolio's  portfolio,  with the exception of securities  whose
maturities  at the time of  acquisition  were one  year or less,  were  sold and
either  repurchased  or  replaced  within  one year.  A high  rate of  portfolio

                                      B-12
<PAGE>
turnover (100% or more) generally leads to transaction costs and may result in a
greater  number  of  taxable  transactions.   See  "Portfolio  Transactions  and
Brokerage."  Growth  Portfolio's  portfolio  turnover  rate for the fiscal years
ended  October 31, 1998 and 1997 was ____% and 67.45%,  respectively.  Small Cap
Portfolio's portfolio turnover rate for the fiscal years ended October 321, 1998
and 1997 was ____% and 151.52%,  respectively.  The Advisor expects that the Mid
Cap Portfolio's portfolio turnover rate normally not exceed 100%.

                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

         Reference is made to "Ways to Set Up Your Account - How to Buy Shares -
How To Sell Shares" in the prospectus for additional  information about purchase
and  redemption  of shares.  You may purchase and redeem  shares of each Fund on
each day on which the New York Stock Exchange  ("Exchange") is open for trading.
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,  Martin Luther King Jr. 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.

                                 NET ASSET VALUE

         The net asset value of the  Portfolios'  shares will  fluctuate  and is
determined  as of the  close of  trading  on the  Exchange  (normally  4:00 p.m.
Eastern time) each business day. Each  Portfolio's net asset value is calculated
separately.

         The net asset value per share is computed by dividing  the value of the
securities  held by each  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.

         Equity securities listed on a national securities exchange or traded on
the NASDAQ system are valued on their last sale price.  Other equity  securities
and debt securities for which market quotations are readily available are valued
at the mean  between  their bid and asked  price,  except  that debt  securities
maturing  within 60 days are valued on an amortized  cost basis.  Securities for
which market  quotations  are not readily  available are valued at fair value as
determined in good faith by the Board of Trustees.

                                    TAXATION

         The Funds will each be taxed as separate  entities  under the  Internal
Revenue Code (the "Code"), and each intends to elect to qualify for treatment as
a regulated  investment  company ("RIC") under Subchapter M of the Code. In each
taxable year that the Funds qualify, the Funds (but not their shareholders) will
be relieved of federal income tax one their  investment  company  taxable income
(consisting  generally of interest and dividend income,  net short-term  capital
gain and net realized  gains from  currency  transactions)  and net capital gain
that is distributed to shareholders.

         In order to qualify for  treatment as a RIC, the Funds must  distribute
annually to shareholders at least 90% of their investment company taxable income
and must meet several additional requirements.  Among these requirements are the
following: (1) at least 90%of each Fund's gross income each taxable year must be
derived from dividends,  interest, payments with respect to securities loans and
gains from the sale or other disposition of securities or foreign currencies, or
other income  derived with respect to its business of investing in securities or
currencies;  (2) at the close of each quarter of each Fund's  taxable  year,  at
least 50% of the value of its total assets must be  represented by cash and cash
items,  U.S.  Government   securities,   securities  of  other  RICs  and  other
securities,  limited in respect of any one  issuer,  to an amount  that does not
exceed 5% of the value of the Fund and that does not represent  more than 10% of
the outstanding  voting securities of such issuer;  and (3) at the close of each
quarter  of each  Fund's  taxable  year,  not more  than 25% of the value of its
assets may be invested in securities (other than U.S.  Government  securities or
the securities of other RICs) of any one issuer.

                                      B-13
<PAGE>
         Each Fund  will be  subject  to a  nondeductible  4% excise  tax to the
extent it fails to distribute by the end of any calendar year  substantially all
of its  ordinary  income  for that  year and  capital  gain net  income  for the
one-year period ending on October 31 of that year, plus certain other amounts.

                           DIVIDENDS AND DISTRIBUTIONS

         Dividends from a Fund's investment company taxable income (whether paid
in cash or invested in additional  shares) will be taxable to shareholders as to
the extent of the Fund's  earnings  and profits.  Distributions  of a Fund's net
capital gain  (whether  paid in cash or invested in  additional  shares) will be
taxable to shareholders as long-term  capital gain,  regardless of how long they
have held their Fund shares.

         Dividends  declared by a Fund in  October,  November or December of any
year and payable to  shareholders of record on a date in one of such months will
be deemed to have been paid by the Fund and received by the  shareholders on the
record date if the dividends  are paid by a Fund during the  following  January.
Accordingly,  such dividends will be taxed to shareholders for the year in which
the record date falls.

         Under the  Taypayer  Relief Act of 1997,  different  maximum  tax rates
apply to an individual's net capital gain depending on the individual's  holding
period  and  marginal  rate of  federal  income  tax -  generally,  28% for gain
recognized  on capital  assets  held for more than one year but not more than 18
months and 20% (10% for  taxpayers  in the 15%  marginal  tax  bracket) for gain
recognized  on  capital  assets  held for more than 18  months.  Pursuant  to an
Internal  Revenue  Service  notice,  each Fund may divide each net capital  gain
distribution  into a 28% rate gain distribution and a 20% rate gain distribution
(in accordance  with the Fund's holding  periods for the securities it sold that
generated the distributed  gain) and its shareholders  must treat those portions
accordingly.

         Each Fund is required to withhold  31% of all  dividends,  capital gain
distributions  and repurchase  proceeds  payable to any  individuals and certain
other  noncorporate  shareholders  who do not  provide  the Fund  with a correct
taxpayer  identification  number.  Each Fund also is required to withhold 31% of
all  dividends  and capital gain  distributions  paid to such  shareholders  who
otherwise are subject to backup withholding.

                             PERFORMANCE INFORMATION
Total Return

         Average annual total return quotations used in a Fund's advertising and
promotional materials are calculated according to the following formula:

                                 P(1 + T)n = ERV

where P equals a hypothetical  initial payment of $1000; T equals average annual
total return; n equals the number of years; and ERV equals the ending redeemable
value at the end of the  period  of a  hypothetical  $1000  payment  made at the
beginning of the period.

         Under the foregoing formula,  the time periods used in advertising will
be based  on  rolling  calendar  quarters,  updated  to the last day of the most
recent quarter prior to submission of the advertising for  publication.  Average
annual total  return,  or "T" in the above  formula,  is computed by finding the
average annual  compounded rates of return over the period that would equate the
initial amount  invested to the ending  redeemable  value.  Average annual total
return assumes the reinvestment of all dividends and distributions.

                                      B-14
<PAGE>
Yield

         Annualized   yield   quotations  used  in  a  Fund's   advertising  and
promotional  materials are calculated by dividing the Fund's interest income for
a specified thirty-day period, net of expenses,  by the average number of shares
outstanding  during the  period,  and  expressing  the  result as an  annualized
percentage (assuming  semi-annual  compounding) of the net asset value per share
at the end of the period.  Yield  quotations  are  calculated  according  to the
following formula:

                          YIELD = 2 [(a-b + 1){6} - 1]
                                       --
                                       cd

where a equals  dividends  and  interest  earned  during  the  period;  b equals
expenses  accrued for the period,  net of  reimbursements;  c equals the average
daily  number of shares  outstanding  during the  period  that are  entitled  to
receive  dividends and d equals the maximum offering price per share on the last
day of the period.

         Except as noted below,  in  determining  net  investment  income earned
during the period ("a" in the above formula),  a Fund calculates interest earned
on each debt  obligation  held by it during  the  period  by (1)  computing  the
obligation's  yield to  maturity,  based on the market  value of the  obligation
(including  actual accrued  interest) on the last business day of the period or,
if the  obligation  was  purchased  during the period,  the purchase  price plus
accrued interest;  (2) dividing the yield to maturity by 360 and multiplying the
resulting  quotient  by the market  value of the  obligation  (including  actual
accrued  interest).  Once interest earned is calculated in this fashion for each
debt  obligation  held by a Fund,  net investment  income is then  determined by
totaling all such interest earned.

         For purposes of these calculations,  the maturity of an obligation with
one or more  call  provisions  is  assumed  to be the  next  date on  which  the
obligation  reasonably  can be expected to be called or, if none,  the  maturity
date.

Other information

         Performance data of a Fund quoted in advertising and other  promotional
materials represents past performance and is not intended to predict or indicate
future  results.  The return and principal value of an investment in a Fund will
fluctuate,  and an investor's  redemption  proceeds may be more or less than the
original investment amount. In advertising and promotional  materials a Fund may
compare its performance with data published by Lipper Analytical Services,  Inc.
("Lipper") or CDA Investment  Technologies,  Inc. ("CDA"). A Fund also may refer
in such materials to mutual fund  performance  rankings and other data,  such as
comparative  asset,  expense  and  fee  levels,  published  by  Lipper  or  CDA.
Advertising  and  promotional  materials also may refer to discussions of a Fund
and comparative mutual fund data and ratings reported in independent periodicals
including, but not limited to, The Wall Street Journal, Money Magazine,  Forbes,
Business Week, Financial World and Barron's.

                               GENERAL INFORMATION

         Each  Fund is a  diversified  trust,  which is an  open-end  investment
management company, organized as a Delaware business trust on December 11, 1991.
The  Declaration  of Trust permits the Trustees to issue an unlimited  number of
full and fractional  shares of beneficial  interest and to divide or combine the
shares into a greater or lesser number of shares  without  thereby  changing the
proportionate  beneficial  interest in a Fund. Each share represents an interest
in a Fund  proportionately  equal to the interest of each other share.  Upon the
Trust's liquidation,  all shareholders would share pro rata in the net assets of
the Fund in question available for distribution to shareholders. If they deem it
advisable  and in the best interest of  shareholders,  the Board of Trustees may
create  additional  series of shares  which  differ  from each  other only as to
dividends.  The Board of Trustees has created  eight  series of shares,  and may
create  additional  series  in  the  future,  which  have  separate  assets  and
liabilities.  Income and operating  expenses not specifically  attributable to a
particular Fund are allocated fairly among the Funds by the Trustees,  generally
on the basis of the relative net assets of each Fund.

         Each Fund is one of a series of shares, each having separate assets and
liabilities,  of the  Trust.  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.

                                      B-15
<PAGE>
         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.

         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'
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 shares. If not so terminated, the Trust will
continue indefinitely.

         Rule  18f-2  under  the 1940  Act  provides  that as to any  investment
company which has two or more series  outstanding  and as to any matter required
to be  submitted  to  shareholder  vote,  such matter is not deemed to have been
effectively  acted upon  unless  approved  by the  holders of a  "majority"  (as
defined in the Rule) of the voting  securities  of each  series  affected by the
matter.  Such  separate  voting  requirements  do not apply to the  election  of
Trustees or the ratification of the selection of accountants.  The Rule contains
special provisions for cases in which an advisory contract is approved by one or
more, but not all, series.  A change in investment  policy may go into effect as
to one or more  series  whose  holders so approve  the  change  even  though the
required vote is not obtained as to the holders of other affected series.

                              FINANCIAL STATEMENTS

         The annual  report to  shareholders  for the Growth  Fund and the Small
Company  Growth  Fund for the fiscal year ended  October  31, 1998 are  separate
documents  supplied  with this SAI, and the financial  statements,  accompanying
notes and report of independent  accountants  appearing therein are incorporated
by reference into this SAI.

                                    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.

                                      B-16
<PAGE>
         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.

         Baa--Bonds   which  are  rated  Baa  are  considered  as  medium  grade
obligations,  i.e.,  they are  neither  highly  protected  nor  poorly  secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable over any great period of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Standard & Poor's Ratings Group: Corporate Bond Ratings

         AAA--This is the highest  rating  assigned by S&P 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.

         BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal  and  interest.  Whereas they  normally  exhibit  adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

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 investment grade, to indicate the
relative repayment capacity of rated issuers:  Prime 1--highest  quality;  Prime
2--higher quality; Prime 3--high quality.

         An  S&P  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-17
<PAGE>
                                     PART C
                                OTHER INFORMATION

ITEM 23. EXHIBITS.

                  (1)    Declaration of Trust(1)
                  (2)    By-Laws(1)
                  (3)    Not applicable
                  (4)    Management Agreement(3)
                  (5)    Distribution Agreement(1)
                  (6)    Not applicable
                  (7)    Custodian Agreement(4)
                  (8)    (i) Administration  Agreement with Investment Company
                         Administration Corporation(1)
                         (ii)   Administration    Agreement   with   Provident
                         Investment Counsel(1)
                  (9)    Opinion  and  consent  of  counsel(1)
                  (10)   Consent of Independent Accountants (5)
                  (11)   Not applicable
                  (12)   Investment letter(1)
                  (13)   Distribution Plan pursuant to Rule 12b-1(2)
                  (14)   Financial  Data  Schedules  (filed as  Exhibit 27 for
                         electronic filing purposes) (5)
                  (15)   Not applicable
- ----------
     (1)  Previously  filed  with   Post-effective   Amendment  No.  10  to  the
Registration  Statement on Form N-1A of PIC Investment  Trust, File No 33-44579,
on April 4, 1996 and incorporated herein by reference.

     (2)  Previously  filed  with   Post-effective   Amendment  No.  13  to  the
Registration  Statement on Form N-1A of PIC Investment  Trust, File No 33-44579,
on January 27, 1997 and incorporated herein by reference.

     (3)  Previously  filed  with   Post-effective   Amendment  No.  18  to  the
Registration  Statement on Form N-1A of PIC Investment  Trust, File No 33-44579,
on December 12, 1997 and incorporated herein by reference.

     (4)  Previously  filed  with   Post-effective   Amendment  No.  21  to  the
Registration  Statement on Form N-1A of PIC Investment Trust, File No. 33-44579,
on September 29, 1998 and incorporated herein by reference.

     (5) To be filed by amendment.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

     As of  December  23,  1998,  Registrant  owned  99.9%  of  the  outstanding
Interests in PIC Growth Portfolio, PIC Balanced Portfolio, PIC Mid Cap Portfolio
and PIC Small Cap Portfolio, all of which are trusts organized under the laws of
the State of New York and registered management investment companies.

ITEM 25. INDEMNIFICATION.

     Article VI of Registrant's By-Laws states as follows:

     Section  1.  AGENTS,  PROCEEDINGS  AND  EXPENSES.  For the  purpose of this
Article, "agent" means any person who is or was a Trustee,  officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee,  director,  officer,  employee or agent of another  foreign or domestic
corporation,  partnership,  joint  venture,  trust or other  enterprise or was a
Trustee,  director,  officer,  employee  or  agent  of  a  foreign  or  domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor  entity;  "proceeding"  means any  threatened,  pending or completed
action or proceeding, whether civil, criminal,  administrative or investigative;
and "expenses"  includes without limitation  attorney's fees and any expenses of
establishing a right to indemnification under this Article.

                                      C-1
<PAGE>

     Section 2.  ACTIONS  OTHER THAN BY TRUST.  This Trust shall  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
proceeding  (other than an action by or in the right of this Trust) by reason of
the fact that such  person is or was an agent of this Trust,  against  expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection  with such  proceeding,  if it is determined  that person acted in
good faith and reasonably believed:

          (a)  in the case of conduct in his  official  capacity as a Trustee of
               the Trust,  that his conduct was in the Trust's  best  interests,
               and

          (b)  in all other cases,  that his conduct was at least not opposed to
               the Trust's best interests, and

          (c)  in the case of a criminal  proceeding,  that he had no reasonable
               cause to believe the conduct of that person was unlawful.

     The  termination  of  any  proceeding  by  judgment,   order,   settlement,
conviction  or upon a plea of nolo  contendere  or its  equivalent  shall not of
itself create a  presumption  that the person did not act in good faith and in a
manner which the person reasonably  believed to be in the best interests of this
Trust or that the  person had  reasonable  cause to  believe  that the  person's
conduct was unlawful.

     Section 3. ACTIONS BY THE TRUST.  This Trust shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or  completed  action by or in the right of this Trust to procure a judgment  in
its favor by  reason  of the fact  that  that  person is or was an agent of this
Trust,  against  expenses  actually  and  reasonably  incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that person believed to be in the best interests of this
Trust and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.

     Section 4. EXCLUSION OF  INDEMNIFICATION.  Notwithstanding any provision to
the contrary contained herein,  there shall be no right to  indemnification  for
any  liability  arising  by reason of  willful  misfeasance,  bad  faith,  gross
negligence,  or the reckless  disregard of the duties involved in the conduct of
the agent's office with this Trust.

     No indemnification shall be made under Sections 2 or 3 of this Article:

          (a)  In respect of any claim, issue, or matter as to which that person
               shall  have bee  liable on the basis that  personal  benefit  was
               improperly  received by him,  whether or not the benefit resulted
               from an action taken in the person's official capacity; or

          (b)  In respect of any claim,  issue or matter as to which that person
               shall have been adjudged to be liable in the  performance of that
               person's  duty to this Trust,  unless and only to the extent that
               the court in which that action was brought shall  determine  upon
               application  that in view of all the  circumstances  of the case,
               that person was not liable by reason of the disabling conduct set
               forth in the  preceding  paragraph  and is fairly and  reasonably
               entitled  to  indemnity  for the  expenses  which the court shall
               determine; or

          (c)  of  amounts  paid  in  settling  or  otherwise   disposing  of  a
               threatened or pending action, with or without court approval,  or
               of expenses  incurred in defending a threatened or pending action
               which is settled or otherwise disposed of without court approval,
               unless  the  required  approval  set  forth in  Section 6 of this
               Article is obtained.

                                      C-2
<PAGE>
     Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
Trust has been successful on the merits in defense of any proceeding referred to
in Sections 2 or 3 of this  Article or in defense of any claim,  issue or matter
therein,  before the court or other body before whom the proceeding was brought,
the agent shall be indemnified against expenses actually and reasonably incurred
by the agent in  connection  therewith,  provided  that the  Board of  Trustees,
including a majority who are disinterested,  non-party Trustees, also determines
that  based  upon a review of the  facts,  the  agent  was not of the  disabling
conduct referred to in Section 4 of this Article.

     Section  6.  REQUIRED  APPROVAL.  Except as  provided  in Section 5 of this
Article, any indemnification under this Article shall be made by this Trust only
if authorized in the specific case on a determination  that  indemnification  of
the  agent  is  proper  in the  circumstances  because  the  agent  has  met the
applicable  standard of conduct set forth in Sections 2 or 3 of this Article and
is not  prohibited  from  indemnification  because of the disabling  conduct set
forth in Section 4 of this Article, by:

          (a)  A majority  vote of a quorum  consisting  of Trustees who are not
               parties to the proceeding  and are not interested  persons of the
               Trust (as defined in the Investment Company Act of 1940); or

          (b)  A written opinion by an independent legal counsel.

     Section  7.  ADVANCE  OF  EXPENSES.  Expenses  incurred  in  defending  any
proceeding  may be advanced by this Trust  before the final  disposition  of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount  of the  advance  if it is  ultimately  determined  that he or she is not
entitled to  indemnification,  together  with at least one of the following as a
condition  to the  advance:  (i)  security  for the  undertaking;  or  (ii)  the
existence of insurance  protecting the Trust against losses arising by reason of
any lawful  advances;  or (iii) a  determination  by a  majority  of a quorum of
Trustees who are not parties to the proceeding and are not interested persons of
the Trust, or by an independent  legal counsel in a written opinion,  based on a
review of readily available facts that there is reason to believe that the agent
ultimately  will  be  found  entitled  to  indemnification.  Determinations  and
authorizations  of  payments  under  this  Section  must be  made in the  manner
specified in Section 6 of this Article for determining that the  indemnification
is permissible.

     Section 8. OTHER  CONTRACTUAL  RIGHTS.  Nothing  contained  in this Article
shall affect any right to  indemnification  to which persons other than Trustees
and officers of this Trust or any subsidiary  hereof may be entitled by contract
or otherwise.

     Section 9. LIMITATIONS.  No  indemnification or advance shall be made under
this Article,  except as provided in Sections 5 or 6 in any circumstances  where
it appears:

          (a)  that it would be  inconsistent  with a provision of the Agreement
               and  Declaration  of  Trust of the  Trust,  a  resolution  of the
               shareholders, or an agreement in effect at the time of accrual of
               the alleged cause of action  asserted in the  proceeding in which
               the  expenses  were  incurred  or other  amounts  were paid which
               prohibits or otherwise limits indemnification; or

          (b)  that it  would  be  inconsistent  with  any  condition  expressly
               imposed by a court in approving a settlement.

     Section  10.  INSURANCE.  Upon and in the event of a  determination  by the
Board of  Trustees of this Trust to purchase  such  insurance,  this Trust shall
purchase and maintain insurance on behalf of any agent of this Trust against any
liability  asserted against or incurred by the agent in such capacity or arising
out of the agent's  status as such, but only to the extent that this Trust would
have  the  power to  indemnify  the  agent  against  that  liability  under  the
provisions  of this Article and the Agreement  and  Declaration  of Trust of the
Trust.

                                      C-3
<PAGE>
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

     Not applicable.

ITEM 27. PRINCIPAL UNDERWRITERS.

     (a)  The  Registrant's   principal   underwriter  also  acts  as  principal
underwriter for the following investment companies:

                  Advisors Series Trust
                  Guinness Flight Investment Funds, Inc.
                  Fremont Mutual Funds, Inc.
                  Fleming Capital Mutual Fund Group, Inc.
                  The Purissima Fund
                  Professionally Managed Portfolios
                  Jurika & Voyles Fund Group
                  Kayne Anderson Mutual Funds
                  Masters' Select Investment Trust
                  O'Shaughnessy Funds, Inc.
                  Rainier Investment Management Mutual Funds
                  RNC Mutual Fund Group, Inc.
                  UBS Private Investor Funds

     (b) The following information is furnished with respect to the officers and
directors of First Fund Distributors, Inc.:

Name and Principal           Position and Offices with     Position and Offices
Business Address             Principal Underwriter         with Registrant
- ------------------           -------------------------     --------------------
Robert H. Wadsworth          President and Treasurer       Assistant Secretary
4455 E. Camelback Road
Suite 261
Phoenix, AZ 85018

Eric M. Banhazl              Vice President                Assistant Secretary
2025 E. Financial Way
Glendora, CA 91741

Steven J. Paggioli           Vice President and            Assistant Secretary
915 Broadway                 Secretary
New York, NY 10010

     (c) Not applicable.

ITEM 28. 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, and all other records will be maintained by the Custodian.

ITEM 29. MANAGEMENT SERVICES.

     Not applicable.

ITEM 30. UNDERTAKINGS.

     The Registrant undertakes, if requested to do so by the holders of at least
10% of the Trust's outstanding shares, to call a meeting of shareholders for the
purposes of voting upon the question of removal of a director and will assist in
communications with other shareholders.

                                      C-4
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration  Statement on Form N-1A of PIC Investment Trust to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Pasadena
and State of California on the 23rd day of December, 1998.

                                        PIC INVESTMENT TRUST

                                        By Jeffrey J. Miller*
                                           -----------------------------
                                           Jeffrey J. Miller
                                           President

     This Amendment to the Registration Statement on Form N-1A of PIC Investment
Trust has been signed below by the following persons in the capacities indicated
on December 23, 1998.


Jeffrey J. Miller*                      President and
- ----------------------------            Trustee
Jeffrey J. Miller


Jettie M. Edwards*                      Trustee
- ----------------------------
Jettie M. Edwards


Bernard J. Johnson*                     Trustee
- ----------------------------
Bernard J. Johnson


Jeffrey D. Lovell*                      Trustee
- ----------------------------
Jeffrey D. Lovell


Wayne H. Smith*                         Trustee
- ----------------------------
Wayne H. Smith


Thad M. Brown*                          Treasurer and Principal
- ----------------------------            Financial and Accounting
Thad M. Brown                           Officer



* Robert H. Wadsworth
  --------------------------
By: Robert H. Wadsworth
    Attorney-in-fact
<PAGE>
                                   SIGNATURES

     PIC Mid Cap  Portfolio has duly caused this  Amendment to the  Registration
Statement on Form N-1A of PIC Investment Trust to be signed on its behalf by the
undersigned,  thereunto  duly  authorized  in the City of Pasadena  and State of
California on the 23rd day of December, 1998.

                                        PIC MID CAP PORTFOLIO

                                        By Jeffrey J. Miller*
                                           -------------------------
                                           Jeffrey J. Miller
                                           President

     This Amendment to the Registration Statement on Form N-1A of PIC Investment
Trust has been signed below by the following persons in the capacities indicated
on December 23, 1998.


Jeffrey J. Miller*                      President and Trustee
- ----------------------------            Of PIC Mid Cap Portfolio
Jeffrey J. Miller


Richard N. Frank*                       Trustee of PIC Mid Cap Portfolio
- ----------------------------
Richard N. Frank


James Clayburn LaForce*                 Trustee of PIC Mid Cap Portfolio
- ----------------------------
James Clayburn LaForce


Angelo R. Mozilo*                       Trustee of Pic Mid Cap Portfolio
- ----------------------------
Angelo R. Mozilo


Thad M. Brown*                          Treasurer and Principal Financial and
- ----------------------------            Accounting Officer of PIC Mid Cap
Thad M. Brown                           Portfolio


* Robert H. Wadsworth
  --------------------------
By: Robert H. Wadsworth
    Attorney-in-fact
<PAGE>
                                   SIGNATURES

     PIC Balanced  Portfolio has duly caused this Amendment to the  Registration
Statement on Form N-1A of PIC Investment Trust to be signed on its behalf by the
undersigned,  thereunto  duly  authorized  in the City of Pasadena  and State of
California on the 23rd day of December, 1998.


                                        PIC BALANCED PORTFOLIO

                                        By Jeffrey J. Miller*
                                           -------------------------
                                           Jeffrey J. Miller
                                           President

     This Amendment to the Registration Statement on Form N-1A of PIC Investment
Trust has been signed below by the following persons in the capacities indicated
on December 23, 1998.


Jeffrey J. Miller*                      President and Trustee
- ----------------------------            Of PIC Balanced Portfolio
Jeffrey J. Miller


Richard N. Frank*                       Trustee of PIC Balanced Portfolio
- ----------------------------
Richard N. Frank


James Clayburn LaForce*                 Trustee of PIC Balanced Portfolio
- ----------------------------
James Clayburn LaForce


Angelo R. Mozilo*                       Trustee of Pic Balanced Portfolio
- ----------------------------
Angelo R. Mozilo


Thad M. Brown*                          Treasurer and Principal Financial and
- ------------                            Accounting Officer of PIC Balanced
Thad M. Brown                           Portfolio


* Robert H. Wadsworth
  --------------------------
By: Robert H. Wadsworth
    Attorney-in-fact
<PAGE>
                                   SIGNATURES

     PIC Small Cap Portfolio has duly caused this Amendment to the  Registration
Statement on Form N-1A of PIC Investment Trust to be signed on its behalf by the
undersigned,  thereunto  duly  authorized  in the City of Pasadena  and State of
California on the 23rd day of December, 1998.


                                        PIC SMALL CAP PORTFOLIO

                                        By Jeffrey J. Miller*
                                           -----------------------
                                           Jeffrey J. Miller
                                           President

     This Amendment to the Registration Statement on Form N-1A of PIC Investment
Trust has been signed below by the following persons in the capacities indicated
on December 23, 1998.


Jeffrey J. Miller*                      President and Trustee
- ----------------------------            Of PIC Small Cap Portfolio
Jeffrey J. Miller


Richard N. Frank*                       Trustee of PIC Small Cap Portfolio
- ----------------------------
Richard N. Frank


James Clayburn LaForce*                 Trustee of PIC Small Cap Portfolio
- ----------------------------
James Clayburn LaForce


Angelo R. Mozilo*                       Trustee of PIC Small Cap Portfolio
- ----------------------------
Angelo R. Mozilo


Thad M. Brown*                          Treasurer and Principal Financial and
- ----------------------------            Accounting Officer of PIC Small Cap
Thad M. Brown                           Portfolio


* Robert H. Wadsworth
  --------------------------
By: Robert H. Wadsworth
    Attorney-in-fact
<PAGE>
                                   SIGNATURES

     PIC Growth  Portfolio  has duly caused this  Amendment to the  Registration
Statement on Form N-1A of PIC Investment Trust to be signed on its behalf by the
undersigned,  thereunto  duly  authorized  in the City of Pasadena  and State of
California on the 23rd day of December, 1998.

                                        PIC GROWTH PORTFOLIO

                                        By Jeffrey J. Miller*
                                           ----------------------------
                                           Jeffrey J. Miller
                                           President

     This Amendment to the Registration Statement on Form N-1A of PIC Investment
Trust has been signed below by the following persons in the capacities indicated
on December 23, 1998.


Jeffrey J. Miller*                      President and Trustee
- ----------------------------            Of PIC Growth Portfolio
Jeffrey J. Miller


Richard N. Frank*                       Trustee of PIC Growth Portfolio
- ----------------------------
Richard N. Frank


James Clayburn LaForce*                 Trustee of PIC Growth Portfolio
- ----------------------------
James Clayburn LaForce


Angelo R. Mozilo*                       Trustee of PIC Growth Portfolio
- ----------------------------
Angelo R. Mozilo


Thad M. Brown*                          Treasurer and Principal Financial and
- ----------------------------            Accounting Officer of PIC Growth
Thad M. Brown                           Portfolio


* Robert H. Wadsworth
  --------------------------
By: Robert H. Wadsworth
    Attorney-in-fact


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