SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
PIC Investment Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
PIC Investment Trust
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
<PAGE>
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------------------
4) Date Filed:
<PAGE>
Provident Investment Counsel Mid Cap Fund
100 North Lake Avenue
Pasadena, California 91101-4106
Notice of Special Meeting
To the Shareholders of the Provident Investment Counsel Mid Cap Fund, a
portfolio of the PIC Investment Trust:
Notice is hereby given that a Special Meeting (the "Meeting") of
shareholders of the Provident Investment Counsel Mid Cap Fund (the "Fund"), a
separate series of the PIC Investment Trust (the "Trust"), will be held on
September 30, 1998 at 10:00a.m., local time, at the offices of Provident
Investment Counsel, 300 North Lake Avenue, Pasadena, California 91101. At the
Meeting, you and the other shareholders of the Fund will be asked to consider:
1. The adoption of a Plan of Distribution pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended; and
2. Any other business that may properly come before the Meeting
or any adjournments thereof.
Shareholders of record at the close of business on August 31, 1998 are
entitled to notice of, and to vote at, the Meeting. Your attention is called to
the accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY so that a
quorum will be present and a maximum number of shares may be voted. If you are
present at the Meeting, you may change your vote, if desired, at that time.
By Order of the Board of Trustees
Jeffrey J. Miller
President
Pasadena, California
September 23, 1998
<PAGE>
Provident Investment Counsel Mid Cap Fund
300 North Lake Avenue
Pasadena, California 91101-4106
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of the Provident
Investment Counsel Mid Cap Fund (the "Fund"), a portfolio of PIC Investment
Trust (the "Trust"), on behalf of the Trust's Board of Trustees in connection
with the solicitation of voting instructions for use at a Special Meeting of
Shareholders of the Fund (the "Meeting") to be held on September 30, 1998, at
10:00a.m., local time, at the offices of Provident Investment Counsel, 300 North
Lake Avenue, Pasadena, California 91101 for the purposes set forth below and in
the accompanying Notice of Special Meeting. The approximate mailing date of this
Proxy Statement is September 23, 1998. At the Meeting the shareholders of the
Fund will be asked to consider:
1. The adoption of a Plan of Distribution (the "Plan") pursuant
to Rule 12b-1 under the Investment Company Act of 1940 as
amended (the "1940 Act"); and
2. Any other business that may properly come before the Meeting
or any adjournments thereof.
The Trust seeks to achieve the Fund's investment objective by investing
all of the assets of the Fund in the PIC Mid Cap Portfolio (the "Portfolio"), an
open-end management investment company. The Portfolio's investment adviser is
Provident Investment Counsel ("PIC"), 300 North Lake Avenue, Pasadena,
California 91101. PIC also serves as one of the administrators of the Fund. The
Fund's other administrator is Investment Company Administration Corporation,
2020 East Financial Way, Suite 100, Glendora, California 91741. The Fund's
principal underwriter is First Fund Distributors, Inc., 4455 East Camelback,
Suite 261E, Phoenix, Arizona 85018.
The Trust will request broker-dealer firms, custodians, nominees and
fiduciaries to forward proxy materials to the beneficial owners of the shares of
the Fund held of record by such persons. In addition to the solicitation of
proxies by mail, officers and employees of the Trust, without additional
compensation, may solicit proxies in person or by telephone. The costs
associated with such solicitation and the Meeting will be borne by PIC.
Shareholders of the Fund at the close of business on August 31, 1998
will be entitled to be present and vote at the Meeting. As of that date, there
were 638,404.738 shares of the Fund outstanding and entitled to vote. The
affirmative vote of the holders of a majority of the outstanding shares of the
Fund is required to approve the Plan. "Majority" for this purpose under the 1940
Act means the lesser of (i) 67% of the shares represented at the meeting if more
than 50% of such outstanding shares are represented, or (ii) more than 50% of
such outstanding shares.
<PAGE>
Abstentions and broker non-votes will be counted as shares present for
purposes of determining whether a quorum is present but will not be counted for
or against any adjournment or the proposal to adopt the Plan. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
and against the Plan. Broker non-votes are shares held in street name for which
the broker indicates that instructions have not been received from the
beneficial owners or other persons entitled to vote and for which the broker
does not have discretionary voting authority.
Proxies executed by shareholders may be revoked by a written instrument
received by the Secretary of the Fund at any time before they are exercised, by
the delivery of a later-dated proxy or by attendance at the meeting and voting
in person.
To the knowledge of the Trust's management, as of August 31, 1998, the
officers and trustees of the Trust owned, as a group, less than 1% of the shares
of the Fund. To the knowledge of the Trust's management, as of August 31, 1998,
the only persons owning beneficially more than 5% of the outstanding shares of
the Fund were as follows:
<TABLE>
<CAPTION>
Title of class Name and address Amount and nature Percent of
of beneficial owner of beneficial ownership Class
<S> <C> <C> <C>
common Larry D Tashjian and 50,000 shares 7.83%
Karen D Tashjian Trstes
for Tashjian Family Trust
DTD 6/13/90
612 Bershire Ave
La Canda, CA 91011
George E Handtmann III Trste 92,553.191 shares 14.49%
for Handtmann Family Trust
DTD 12/23/92
333 Lampert Rd
Carpinteria, CA 93013
Jeffrey J Miller and 50,000 shares 7.83%
Paula J Miller Trstes
for Miller Family Trust
DTD 04/09/91
1252 El Vaso Street
La Canda, CA 91011
Robert M Kommerstad 50,165.153 shares 7.85%
and Lila M Kommerstad Trstes
for Kommerstad Family Trust
DTD 05/16/88
218 Deodar Lane
Bradbury, CA 91010
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Title of class Name and address Amount and nature Percent of
of beneficial owner of beneficial ownership Class
<S> <C> <C> <C>
common Bernard J Johnson Trst 50,000 shares 7.83%
for the Johnson Family Trust
DTD 06/13/75
2100 Glenview Terrace
Altadena, CA 91001
Thomas J & Julie H Condon 67,543.224 shares 10.58%
Trustees for the Condon Family
Trust, DTD 04/05/94
850 Holladay Rd
San Marino, CA 91108
Jewish Board of Family 174,672.489 shares 27.36%
& Children Services
120 W. 57th
New York, NY 10019
</TABLE>
The persons named in the accompanying proxy will vote in each case as
directed in the proxy, but in the absence of such direction, they intend to vote
FOR the proposal to adopt the Plan and may vote in their discretion with respect
to other matters not now known to the Board of Trustees that may be presented to
the Meeting.
APPROVAL OR DISAPPROVAL OF A RULE 12B-1 PLAN OF DISTRIBUTION
On September 3, 1998, the Trustees of the Trust, including a majority
of those Trustees who are not "interested persons" of the Trust (as defined in
the 1940 Act) and who have no direct or indirect financial interest in the
operation of the Plan or any agreement related to the Plan (the "Plan
Trustees"), adopted the Plan.
The Fund was originally organized, and commenced operation on December
31, 1997, as an investment vehicle for institutional investors. However, it has
become apparent to PIC that a significant potential market for the sale of Fund
shares is "retail" investors, including self- directed retirement plans (e.g.,
401(k) plans). Accordingly, PIC has proposed to the Trustees, and the Trustees
have approved adoption of (i) the Plan, (ii) a front-end sales load of up to
5.75% of average net assets and (iii) a Shareholder Servicing Agreement,
designed, in combination, to facilitate the sale of the Fund's shares, and the
provision of services, to retail investors.
3
<PAGE>
The front-end sales load will not apply to purchases by shareholders
who held shares of the Fund prior to September 30, 1998, or to certain other
investors. The Shareholder Servicing Agreement provides that the Fund will pay a
fee of 0.15% of its average daily net assets to persons who provide certain
services to Fund shareholders. Although the front-end sales load and the
Shareholder Servicing Agreement do not require shareholder approval, these
arrangements are designed to work together with the Plan. If the Plan is not
approved by shareholders, the Trustees may reconsider the decision to market the
Fund to retail investors and may decide not to implement the investors front-end
sales load and the Shareholder Servicing Agreement. If shareholders approve the
Plan, the Plan, the front-end sales load and the Shareholder Servicing Agreement
will become effective on September 30, 1998, and the Fund's name will be changed
to the Provident Investment Counsel Pinnacle Mid Cap Fund, in order to conform
the name to that of certain other funds within the Trust.
In approving the Plan, the Trustees determined that the fees payable
under the Plan are likely to facilitate the sale of shares in the retail market,
resulting in higher levels of sales and lower levels of redemptions than
otherwise would be obtainable. This in turn should assist in the goal of
achieving net positive cash flow into the Fund and an increase in Fund asset
size. There can be no assurance, however, that the Fund will achieve net
positive cash flow.
Under the Plan, the Fund will engage PIC to arrange for distribution of
shares of the Fund and for the servicing of shareholder accounts through such
qualified broker-dealers and other institutions, including banks, pension
consultants and record keepers, as PIC may select. PIC is not registered as a
broker-dealer under the Securities Exchange Act of 1934, and will not perform
any services that would require it to be so registered.
Under the Plan, the Fund would be authorized to pay up to 0.25% on an
annualized basis of the Fund's average daily net assets to PIC in connection
with arranging for the provision of certain distribution and shareholder
services to the Fund by banks, broker-dealers, pension consultants,
record-keepers and others. Distribution services are services primarily intended
to result in sales of Fund shares, including, but not limited to: compensation
and expenses of registered representatives or other sales and marketing
personnel of broker-dealers; printing expenses incurred in printing prospectuses
and reports for prospective investors; and the cost of preparing, printing and
distributing advertising relating to the Fund. Shareholder service related
activities include the furnishing of personal and shareholder account
maintenance services to shareholders; processing purchase and redemption orders;
and responding to routine telephone inquiries.
The Plan is a "reimbursement" plan and not a "compensation" plan. This
means that payments will be made to PIC only to the extent that expenses are
actually incurred for distribution or service related activities. At any given
time, the aggregate amount of expenses incurred by PIC in connection with
payments for distribution and service related activities may exceed the total
payments made by the Fund pursuant to the Plan. Under the Plan, the Fund will
maintain records of, and carry forward amounts attributable to, payments or
expenses incurred by PIC for distribution and service related activities in
excess of 0.25% of the Fund's average daily
4
<PAGE>
net assets. Any such amounts within this percentage limitation would be paid in
future periods so long as the Plan is in effect.
The Plan provides that the Board of Trustees will be provided on a
quarterly basis with a written report specifying in reasonable detail the
amounts expended for distribution and service related activities and the
purposes for which such expenditures were made. The Plan, if approved, will
remain in effect for one year from the date of such approval, and thereafter
from year to year so long as it is approved by a majority of the Trust's entire
Board of Trustees, including a majority of the Plan Trustees, unless sooner
terminated according to its terms. In accordance with the requirements of Rule
12b-1 under the 1940 Act, the selection and nomination of those Trustees who are
not interested persons of the Trust will be committed to the discretion of the
disinterested Trustees. The Fund currently is not subject to a 12b-1 Plan. The
form of the Plan is attached as Exhibit B.
PIC has voluntarily undertaken to limit the Fund's annual expenses,
including those expenses allocated from the Portfolio. Currently, the cap is
.99% of the Fund's average daily net assets. This is a voluntary cap, and
although PIC has no current intention to terminate it the cap could be
terminated (or increased) at any time by PIC. In connection with the Trustees'
considering approval of the Plan and the Shareholder Servicing Agreement, PIC
advised the Trustees that if the new arrangements are approved, PIC will raise
the expense cap to 1.39% (an increase of .40%, representing the .25% fee under
the Plan and the .15% fee under the Shareholder Servicing Agreement). If the
Plan is not approved, PIC may nevertheless raise, or terminate, the expense cap.
Exhibit A includes a comparative table showing the amount of fees and expenses
actually paid by the Fund and by Fund shareholders and the amount of fees and
expenses that would have been paid had the Plan, the Shareholder Servicing
Agreement and the front-end sales load been in effect, based on the four months
ended April 30, 1998. The Fund began operating on December 31, 1997, (see
Exhibit A).
TRUSTEES' EVALUATION
In considering adoption of the Plan, the Board of Trustees considered,
among other things: (i) the potential costs and benefits of the Plan to
shareholders, including the fact that the adoption of the Plan will increase the
level of expenses paid by Fund shareholders; (ii) whether the Plan could be
expected to assist in the marketing of Fund shares and reduce the level of share
redemptions; (iii) the advantages to the Fund and its shareholders that might
result from growth in the Fund's assets, including economies of scale and
reduced expense ratios; (iv) the advantages to the Portfolio, and thus
indirectly to the Fund and its shareholders, that might result from growth in
the Fund's assets, including greater diversification, and the fact that net
positive cash flows into the Fund could facilitate portfolio management at the
level of the Portfolio by eliminating the need to liquidate favorable portfolio
positions in order to generate sufficient cash to satisfy redemption requests;
and (v) the competitive situation in the industry involving the adoption of
12b-1 plans by an increasing number of funds, making the Plan a reasonable
measure to encourage additional sales and discourage redemptions. The Trustees
determined that the ability to compensate broker-dealers, banks and others for
distribution and service related activities is likely to result in higher levels
of sales and lower levels of redemptions of Fund
5
<PAGE>
shares than would otherwise occur. This in turn should assist the Fund in
achieving net positive cash flows and an increase in its asset size.
The Trustees also recognized and considered that possible benefits may
be realized by PIC as a result of the adoption of the Plan. If Fund assets grow
more rapidly as a result of the implementation of the Plan, the investment
advisory and administrative fees payable to PIC by the Portfolio and the Fund
(which fees are calculated as a percentage of net assets) will also increase.
Following their consideration, the Trustees, including the Plan
Trustees, concluded that the Plan is in the best interest of the Fund and is
reasonably likely to benefit the shareholders.
The Plan will not become effective unless approved by shareholders.
RECOMMENDATION
At the Meeting, Shareholders of the Fund will vote on the proposed
Plan.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE FOR THE
PROPOSAL.
VOTE REQUIRED FOR PROPOSAL
The affirmative of the holders of a majority of the outstanding shares
of the Fund is required to approve the plan. "Majority" for this purpose under
the 1940 Act means the lesser of (i) 67% of the shares represented at the
meeting if more than 50% of such outstanding shares are represented, or (ii)
more than 50% of such outstanding shares.
GENERAL INFORMATION
OTHER MATTERS TO COME BEFORE THE MEETING
The Fund's management does not know of any matters to be presented at
the Meeting other than those described in this Proxy Statement. If other
business should properly come before the Meeting, the proxyholders will vote
thereon in accordance with their best judgment.
SHAREHOLDER PROPOSALS
The Meeting is a special meeting of shareholders. The Fund is not
required to, nor does it intend to, hold regular annual meetings of its
shareholders. If such a meeting is called, any shareholder who wishes to submit
a proposal for consideration at the meeting should submit the proposal promptly
to the Trust.
REPORTS TO SHAREHOLDERS
6
<PAGE>
The Trust will furnish, without charge, a copy of its most recent
Annual Report to Shareholders of the Trust on request. Requests for such reports
should be directed to the Trust c/o Provident Investment Counsel, 300 North Lake
Avenue, Pasadena, California 91101-4022, or to (800) 576-8229.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED,
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
Jeffrey J. Miller
President
Pasadena, California
September 23, 1998
EXHIBIT LIST
------------
Exhibit A - Comparative Expense Information
Exhibit B - Form of 12b-1 Plan
7
<PAGE>
EXHIBIT A
COMPARATIVE EXPENSE INFORMATION
The following tables show the annualized operating expenses of the Fund
based on the four months ended April 30, 1998, calculated as a percentage of
average net assets, and the pro forma expenses assuming the proposed Plan,
together with the front-end sales load and Shareholder Servicing Agreement, had
been in effect during the entire fiscal year. The Fund began operating on
December 31, 1997. As the Fund seeks to achieve its investment objective by
investing all of its assets in the PIC Mid Cap Portfolio, the tables reflect the
combined expenses of the Fund and the Portfolio.
<TABLE>
<CAPTION>
WITHOUT A PLAN OF DISTRIBUTION WITH A PLAN OF DISTRIBUTION
- ------------------------------ ---------------------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES SHAREHOLDER TRANSACTION EXPENSES
Maximum sales load imposed on purchases Maximum sales load imposed on purchases
(as a percentage of Offering Price) None (as a percentage of Offering Price) 5.75%
Maximum sales load imposed on reinvested Maximum sales load imposed on Reinvested
dividends None Dividends None
Deferred sales load None Deferred sales load None(1)
Redemption fees None Redemption fees None
ANNUAL FUND OPERATING EXPENSES ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management fee (paid by the Portfolio) 0.70% Management fee (paid by the Portfolio) 0.70%
12b-1 fee None 12b-1 fee 0.25%
Shareholder services fee None Shareholder services fee 0.15%
Other expenses of the Portfolio and Fund, Other expenses of the Portfolio and Fund,
after reimbursement by PIC 0.29% after reimbursement by PIC 0.29%
--------- ---------
TOTAL FUND OPERATING TOTAL FUND OPERATING
EXPENSES 0.99% EXPENSES 1.39%
</TABLE>
- ---------------------
(1) The front-end sales load is waived for shareholders who buy $1 million or
more in shares. Shareholders who purchase shares on this basis will be
charged a 1% fee on redemptions made within one year of purchase.
PIC currently waives its fees and reimburses the Fund and the Portfolio
for other expenses to the extent necessary to ensure that total Fund operating
expenses will not exceed .99% of average daily net assets. Without reimbursement
by PIC, total Fund operating expenses would have been 6.32%. If the Plan is
adopted, PIC's expense cap will be increased to 1.39%. Without waiver and
reimbursement by PIC, total Fund operating expenses after given effect to the
Plan and the Shareholder Servicing Agreement would have been 6.72%. PIC's
expense cap is voluntary and may be terminated or increased at any time.
<PAGE>
EXAMPLE: Let's say, hypothetically, that the Fund's annual return is 5% and that
its operating expenses after waivers and reimbursements are exactly as just
described. For every $1,000 you invest, here's how much you would pay in total
expenses if you close your account after the number of years indicated:
WITHOUT A PLAN OF DISTRIBUTION WITH A PLAN OF DISTRIBUTION
------------------------------ ---------------------------
After 1 year $10 $71
After 3 years $32 $99
After 5 years $55 $129
After 10 years $121 $215
This example illustrates the effect of expenses, but it is not meant to suggest
actual or expected costs or returns, all of which may vary. The table above
summarizes the expenses of both the Portfolio and the Fund.
A-2
<PAGE>
EXHIBIT B
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER INVESTMENT COMPANY ACT OF 1940
INTRODUCTION
------------
The Plan of Distribution (the "Plan") set forth below, which is
designed to conform to the requirements of Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act") has been adopted by the Board of Trustees
of the PIC Investment Trust (the "Trust") on behalf of its Provident Investment
Counsel Pinnacle Mid Cap Fund series (the "Fund") and will become effective upon
the approval of the Plan by the shareholders of the Fund.
A majority of the Board of Trustees of the Trust including a majority
of those Trustees who are not "interested persons" of the Fund (as defined in
the 1940 Act) and who have no direct or indirect financial interest in the
operation of this Plan or any agreements related to it (the "Rule 12b-1
Trustees"), have determined by votes cast in person at a meeting called for the
purpose of voting on this Plan that there is a reasonable likelihood that
adoption of this Plan will benefit the Fund and its shareholders.
The purpose of the Plan is to create incentives to various entities,
including but not limited to banks, broker-dealers, pension consultants and
record-keepers, to provide distribution assistance to their customers who are
prospective investors in the Fund and ongoing assistance to their customers who
are investors in the Fund, and to defray the costs and expenses associated with
the preparation, printing and distribution of sales literature, prospectuses for
prospective investors and other promotional, distribution and shareholder
servicing activities.
THE PLAN
The material aspects of the Plan are as follows:
1. DISTRIBUTION ACTIVITIES
The Fund shall engage Provident Investment Counsel ("PIC"), one of the
Fund's administrators, to arrange for distribution of shares of the Fund and for
the servicing of shareholder accounts through such qualified broker-dealers and
other institutions, including banks, pension consultants and record-keepers, as
PIC may select. Services provided and activities undertaken to distribute shares
of the Fund are referred to in the Plan as "Distribution Activities."
<PAGE>
2. REIMBURSEMENT FOR DISTRIBUTION ACTIVITIES
The Trust shall reimburse PIC at a rate which shall not exceed 0.25%
per annum of the Fund's average daily net assets for all costs incurred by it in
performing Distribution Activities. The Fund shall calculate and accrue daily
amounts reimbursable by the Fund hereunder and shall pay such amounts monthly on
the first day of each month. Costs of PIC subject to reimbursement hereunder are
all costs of performing Distribution Activities and include, among others:
(a) costs of payments made to banks, broker-dealers, pension
consultants, record- keepers and other entities that provide
distribution and shareholder services to prospective investors
or to Fund shareholders , including but not limited to costs
of payments made as incentive compensation or to reimburse
expenses incurred, such as office space and equipment and
telephone facilities;
(b) costs, including costs of payments, relating to answering
routine inquiries regarding the Fund, processing shareholder
transactions and providing any other shareholder services not
otherwise provided by the Trust's transfer agency or other
servicing arrangements;
(c) costs of payments made pursuant to any Distribution Agreement
adopted under this Plan;
(d) costs, including costs of payments, relating to the
formulation and implementation of marketing and promotional
activities, including, but not limited to, direct mail
promotions and television, radio, newspaper, magazine and
other mass media advertising;
(e) costs, including costs of payments, of printing and
distributing prospectuses, statements of additional
information and reports of the Fund to prospective
shareholders of the Fund;
(f) costs, including costs of payments, involved in preparing,
printing and distributing sales literature pertaining to the
Fund; and
(g) costs, including costs of payments, involved in obtaining
whatever information, analyses and reports with respect to
marketing and promotional activities on behalf of the Fund
that the Trust may, from time to time, deem advisable.
The Fund shall accrue and carry forward amounts reimbursable that are
not paid because they exceed 0.25% per annum of the average daily net assets of
the shares of the Fund ("Carry Forward Amounts") and shall pay such amounts
within the 0.25% per annum payment rate limitation so long as this Plan,
including any amendments hereto, is in effect.
B-2
<PAGE>
3. QUARTERLY REPORTS; ADDITIONAL INFORMATION
An appropriate officer of PIC will provide to the Board of Trustees of
the Fund for review, at least quarterly, a written report specifying in
reasonable detail the amounts expended for Distribution Activities and the
purposes for which such expenditures were made in compliance with the
requirements of Rule 12b-1.
4. EFFECTIVENESS; CONTINUATION.
The Plan shall not take effect until it has been approved by a vote of
a majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund.
If approved by a vote of a majority of the outstanding voting
securities of the Fund, the Plan shall, unless earlier terminated in accordance
with its terms, continue in full force and effect thereafter for so long as such
continuance is specifically approved at least annually by a majority of the
Board of Trustees of the Trust and a majority of the Rule 12b-1 Trustees by
votes cast in person at a meeting called for the purpose of voting on the
continuation of the Plan.
5. TERMINATION.
The Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund.
6. AMENDMENTS.
The Plan may not be amended to change the distribution expenses as
provided for in Section 2 hereof so as to increase materially the amounts
payable under the Plan unless such amendment shall be approved by the vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund. All material amendments of the Plan, including the addition or
deletion of categories of expenditures which are reimbursable hereunder, shall
be approved by a majority of the Board of Trustees of the Trust and majority of
the Rule 12b-1 Trustees by vote cast in person at a meeting called for the
purpose of voting on the Plan.
7. NON-INTERESTED TRUSTEES.
While the Plan is in effect, the selection and nomination of the
Trustees who are not "interested persons" of the Fund ("non-interested
Trustees") shall be committed to the discretion of the non-interested Trustees.
B-3
<PAGE>
8. PRESERVATION OF MATERIALS.
The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to Section 3 hereof, for a period of not less than
six years from the date of effectiveness of the Plan, such agreements or
reports, and for at least the first two years in an easily accessible place.
9. MEANINGS OF CERTAIN TERMS.
As used in the Plan, the terms, "interested person" and "majority of
the outstanding voting securities" will be deemed to have the same meaning that
those terms have under the 1940 Act and the rules and regulations under the 1940
Act, subject to any exemption that may be granted to the Trust or the Fund under
the 1940 Act by the Securities and Exchange Commission.
Provident Investment Counsel
Pinnacle Mid Cap Fund
By: ___________________________
B-4
<PAGE>
PROXY
SPECIAL MEETING OF SHAREHOLDERS OF
PROVIDENT INVESTMENT COUNSEL MID CAP FUND SEPTEMBER 23, 1998
SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES
OF THE PIC INVESTMENT
TRUST
The undersigned hereby appoints Jeffrey J. Miller and Thad Brown, and
each of them, as proxies of the undersigned, each with the power to appoint his
substitute, for the Special Meeting of Shareholders of Provident Investment
Counsel Mid Cap Fund (the "Fund"), a separate series of the PIC Investment Trust
(the "Trust") to be held on September 23, 1998 at the offices of Provident
Investment Counsel, 300 North Lake Avenue, Pasadena, California 91101 at 10:00
a.m., or at any and all adjournments thereof (the "Meeting"), to vote, as
designated below, all shares of the Fund held by the undersigned at the close of
business on August 31, 1998. Capitalized terms used without definition have the
meanings given to them in the accompanying Proxy Statement.
A SIGNED PROXY WILL BE VOTED IN FAVOR OF THE PROPOSED 12B-1 PLAN BELOW UNLESS
YOU HAVE SPECIFIED OTHERWISE. PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
YOU MAY VOTE ONLY IF YOU HELD SHARES IN THE FUND AT THE CLOSE OF BUSINESS ON
AUGUST 31, 1998. YOUR SIGNATURE AUTHORIZES THE PROXIES TO VOTE IN THEIR
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING,
INCLUDING WITHOUT LIMITATION ALL MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.
-- OVER --
<PAGE>
(1) Approval of the 12b-1 Plan:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Dated: _____________, 1998
_____________________________________________
Signature
_____________________________________________
Printed Name
_____________________________________________
Title (if applicable)
_____________________________________________
Signature (if held jointly)
_____________________________________________
Printed Name
_____________________________________________
Title (if applicable)
Please sign exactly as name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder should sign.
