PIC INVESTMENT TRUST, 485BPOS, 1998-03-02

PIC INVESTMENT TRUST
485BPOS, 1998-03-02

Previous: AMERICAN SKANDIA LIFE ASSURANCE CORP/CT, NSAR-U, 1998-03-02

Next: BUTTREY FOOD & DRUG STORES CO, SC 14D9/A, 1998-03-02

File No. 33-44579
811-6498

This Amendment to the Registration Statement has been signed
by the Boards of Trustees of the Registrant and the Portfolios
- --------------------------------------------------------------------------------
================================================================================

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. 20 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [_]
Amendment No. 23 [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): (818) 449-8500

THAD M. BROWN
Provident Investment Counsel
300 North Lake Avenue
Pasadena, CA 91101-4106
(Name and address of agent for service of process)

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)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 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>
Please read this prospectus before investing, and keep it on file for future
reference. It contains important information, including how the Fund invests
and the services available to shareholders.

To learn more about the Fund and its investments, you can obtain a copy of the
Fund's most recent financial reports and portfolio listing, or a copy of the
Statement of Additional Information (SAI). The SAI is dated March 2, 1998, may
be amended from time to time, has been filed with the Securities and Exchange
Commission (SEC) and is incorporated herein by reference (legally forms a part
of this prospectus). For a free copy of either document, call (800) 618-7643.
The SEC maintains an internet site (http://www.sec.gov) that contains the SAI,
other material incorporated by reference and other information about companies
that file electronically with the SEC.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the U.S. Government, the
FDIC, the Federal Reserve Board, or any other U.S. Government agency, and are
subject to investment risk, including the possible loss of principal.

The Fund, unlike many other mutual funds which directly acquire and manage
their own portfolios of securities, seeks to achieve its investment objective
by investing all of its assets in the PIC Small Cap Portfolio. Investors should
carefully consider this investment approach. For additional information, see
"Structure of the Fund and the Portfolio" in this prospectus and "Investment
Objectives and Policies" in the SAI.

Like all mutual funds, these securities have not been approved or disapproved
by the Securities and Exchange Commission or any state securities commission
nor has the Securities and Exchange Commission or any state securities
commission passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

P*I*C
[graphic ommitted] SMALL CAP
GROWTH FUND

Prospectus
March 2, 1998

Provident Investment Counsel
300 North Lake Avenue
Pasadena, CA 91101
<PAGE>
Contents

Key Facts 3 The Fund at a Glance
3 Who May Want to Invest
3 Expenses
5 Structure of the Fund and
the Portfolio
6 Financial Highlights
The Fund in Detail 7 Charter How the Fund is organized.
8 Information About the Fund's
Investments The Fund's overall
approach to investing.
8 Securities and Investment Practices
More information about how the
Fund invests.
10 Breakdown of Expenses How
operating costs are calculated and what they
include.
10 Performance
Your Account 13 How to Buy Shares
14 How to Sell Shares
Shareholder Account 14 Dividends and Capital Gains
Policies 14 Transaction Details Share price
calculations.
General Information 15

Prospectus 2
<PAGE>
Key Facts

The Fund at a Glance

Management: Provident Investment Counsel (PIC), located in Pasadena, California
since 1951, is the Fund's Advisor. At December 31, 1997, total assets under
PIC's management were over $20 billion.

Small Cap Growth Fund

Goal: Long term growth of capital.

Strategy: Invests, through the PIC Small Cap Portfolio, mainly in equity
securities of small companies.

Who May Want to Invest

The Small Cap Growth Fund may be appropriate for investors who are willing to
ride out stock market fluctuations in pursuit of potentially above average
long-term returns. The Small Cap Growth Fund is designed for those who want to
focus on stocks of small capitalization companies in search of above average
returns. A company's market capitalization is the total market value of its
outstanding common stock. A small company is one with market capitalization or
annual revenues at the time of purchase of $250 million or less. The securities
of smaller, less well-known companies may be more volatile than those of larger
companies. Over time, however, small-capitalization stocks have shown greater
growth potential than those of larger-capitalization companies.

The value of the Fund's investments will vary from day to day, and generally
reflects market conditions, interest rates, and other company, political or
economic news. In the short term, stock prices can fluctuate dramatically in
response to these factors. When you sell your shares, they may be worth more or
less than what you paid for them. By itself, no fund constitutes a balanced
investment plan. There is no assurance that the Fund will meet its objective.

Expenses

Shareholder transaction expenses are charges you pay when you buy, sell or hold
shares in the Fund.

Maximum sales charge None
Maximum sales charge on
reinvested dividends None
Deferred sales charge None
Redemption fee None

Annual operating expenses are paid out of the Fund's and the Portfolio's
assets. The Fund indirectly pays an investment advisory fee equal to .80% of
the Fund's average net assets. The Fund also incurs other expenses for services
such as administrative services, maintaining shareholder records and furnishing
shareholder statements and financial reports. The Fund's expenses are factored
into its share price or dividends and are not charged directly to shareholder
accounts.

The following are based on expenses incurred during the most recent fiscal
year, and are calculated as a percentage of average net assets.

3 Prospectus
<PAGE>
Key Facts - continued

Small Cap Growth Fund

Management fee (paid by the Portfolio) .80%
Other expenses of the Portfolio .20%
----
TOTAL OPERATING EXPENSES OF THE
PORTFOLIO 1.00%

Administrative fee paid by the Fund
to PIC* .00%
Other expenses of the Fund, after
reimbursement by PIC* -0-%
----
TOTAL FUND OPERATING EXPENSES 1.00%
====

*PIC waives its fee and reimburses the Small Cap Growth Fund for any expenses
that would cause total operating expenses to exceed 1.00% of average net
assets. Without this reimbursement, the total Fund operating expenses would
have been 1.25% for the fiscal year ended October 31, 1997.

Examples: Let's say, hypothetically, that the Fund's annual return is 5% and
that its operating expenses are exactly as just described. For every $1,000 you
invest, here's how much you would pay in total expenses if you close your
account after the number of years indicated:

Small Cap Growth Fund

After 1 year $ 10
After 3 years $ 32
After 5 years $ 55
After 10 years $122

These examples illustrate the effect of expenses, but they are not meant to
suggest actual or expected costs or returns, all of which may vary. For a more
complete description of the various costs and expenses, see "Breakdown of
Expenses." The tables above summarize the expenses of both the Portfolio and
the Fund. The Trustees expect that the combined per share expenses of the Fund
and the Portfolio will be equal to, or may be less than, the expenses that
would be incurred by the Fund if it retained an investment manager and invested
directly in the types of securities held by the Portfolio.

Prospectus 4
<PAGE>
Structure of the Fund and the Portfolio

Unlike many other mutual funds which directly acquire and manage their own
portfolio securities, the Fund seeks to achieve its investment objective by
investing all of its assets in the PIC Small Cap Portfolio. The Portfolio is a
separate registered investment company with the same investment objective as the
Fund. Since the Fund will not invest in any securities other than shares of the
Portfolio, investors in the Fund will acquire only an indirect interest in the
Portfolio. The Fund's and Portfolio's investment objective cannot be changed
without shareholder approval.

In addition to selling its shares to the Fund, the Portfolio may sell its
shares to other mutual funds or institutional investors. All investors in the
Portfolio invest on the same terms and conditions and pay a proportionate share
of the Portfolio's expenses. However, other investors in the Portfolio may sell
their shares to the public at prices different from those of the Fund as a
result of the imposition of sales charges or different operating expenses. You
should be aware that these differences may result in different returns from
those of investors in other entities investing in the Portfolio. Information
concerning other holders of interests in the Portfolio is available by calling
(800) 618-7643.

The Trustees of PIC Investment Trust believe that this structure may enable the
Fund to benefit from certain economies of scale, based on the premise that
certain of the expenses of managing an investment portfolio are relatively
fixed and that a larger investment portfolio may therefore achieve a lower
ratio of operating expenses to net assets. Investing the Fund's assets in the
Portfolio may produce other benefits resulting from increased asset size, such
as the ability to participate in transactions in securities which may be
offered in larger denominations than could be purchased by the Fund alone. The
Fund's investment in the Portfolio may be withdrawn by the Trustees at any time
if the Board determines that it is in the best interests of the Fund to do so.
If any such withdrawal were made, the Trustees would consider what action might
be taken, including the investment of all of the assets of the Fund in another
pooled investment company or the retaining of an investment advisor to manage
the Fund's assets directly.

Whenever the Fund is requested to vote on matters pertaining to a Portfolio,
the Fund will hold a meeting of its shareholders, and the Fund's votes with
respect to the Portfolio will be cast in the same proportion as the shares of
the Fund for which voting instructions are received. For further information,
see "The Fund in Detail," "Information about the Fund's Investments" and
"Securities and Investment Practices."

5 Prospectus
<PAGE>
Financial Highlights

The table that follows is included in the Fund's Annual Report and has been
audited by McGladrey & Pullen, LLP, Independent Certified Public Accountants.
Their reports on the financial statements and financial highlights are included
in the Annual Report. The financial statements and financial highlights are
incorporated by reference into (are legally a part of) the Fund's Statement of
Additional Information.

PIC Small Cap Growth Fund

<TABLE>
<CAPTION>
Selected Per-Share Data and Ratios
Years ended October 31 1997 1996 1995 1994 1993*
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 23.19 $ 18.69 $ 12.90 $ 13.05 $ 12.83
Income from Investment operations:
Net investment loss (.40) (.10) (.07) .06 (.01)
Net realized and unrealized gain
(loss) on investments 1.58 4.60 5.86 (.09) .23
Total from investment operations 1.18 4.50 5.79 (.15) .22
Net asset value, end of period $ 24.08 $ 23.19 $ 18.69 $ 12.90 $ 13.05
Total return 5.15% 24.08% 44.88% (1.15)% 19.50%+
- ---------------------------------------------------------------------------------------------------------------------
Ratios and Supplemental Data
Net assets, end of period
(000) omitted $ 105.5 $ 196.1 $ 130.3 $ 84.3 $ 82.6
Ratio of expenses to average net
assets 1.25% 1.25% 1.34% 1.47% 1.22%
Ratio of expenses to average net
assets after expense reductions** 1.00% 1.00% 1.00% 1.00% 1.00%
Ratio of net investment income (loss)
to average net assets (.48%) (.60%) (.51%) (.49%) (.79%)
Portfolio turnover rate++ 151.52% 53.11% 45.45% 63.89% 6.06%
</TABLE>

* September 30, 1993 (commencement of operations) to October 31, 1993.
+ Annualized.
** Includes the Fund's share of expenses allocated from PIC Small Cap
Portfolio.
++ Portfolio turnover rate of PIC Small Cap Portfolio, in which all of the
Fund's assets are invested.

Prospectus 6
<PAGE>
The Fund in Detail

Charter

The Fund is a mutual fund: an investment that pools shareholders' money and
invests it toward a specified goal. In technical terms, the Fund is a
diversified series of PIC Investment Trust, which is an open-end management
investment company, organized as a Delaware business trust on December 11,
1991.

The Fund and the Portfolio are each governed by a Board of Trustees, responsible
for protecting the interests of shareholders. The Trustees are experienced
executives who meet throughout the year to oversee the activities of the Fund
and the Portfolio, review contractual arrangements with companies that provide
services to the Fund and the Portfolio, and review performance. The majority of
Trustees are not otherwise affiliated with PIC. Information about the Trustees
and officers is contained in the SAI.

The Fund may hold special meetings and mail proxy materials. These meetings may
be called to elect or remove Trustees, change fundamental policies, approve an
investment advisory contract, or for other purposes. Shareholders not attending
these meetings are encouraged to vote by proxy. The Fund will mail proxy
materials in advance, including a voting card and information about the
proposals to be voted on. The number of votes you are entitled to is based on
the number of shares you own.

PIC is the advisor to the PIC Small Cap Portfolio, in which the Fund invests.
Its address is 300 North Lake Avenue, Pasadena, CA 91101.

An investment committee of PIC formulates and implements an investment program
for the Portfolio, including determining which securities should be bought and
sold. PIC's research professionals meet personally with the majority of the
senior officers of the companies in the Portfolio to discuss their abilities to
generate strong revenue and earnings growth in the future.

PIC's investment professionals focus on individual companies rather than trying
to identify the best market sectors going forward. They seek out companies with
significant management ownership of stock, strong management goals, plans and
controls; leading proprietary positions in given market niches; and finally
companies that may currently be under-researched by Wall Street analysts.

The value of the Portfolio's domestic and foreign investments varies in
response to many factors. Stock values fluctuate in response to the activities
of individual companies and general market and economic conditions. Investments
in foreign securities may involve risks in addition to those of U.S.
investments, including increased political and economic risk, as well as
exposure to currency fluctuations.

The Portfolio seeks to spread investment risk by diversifying its holdings
among many companies and industries. Of course, when you sell your shares of
the Fund, they may be worth more or less than what you paid for them. PIC
normally invests the Portfolio's assets according to its investment strategy.
The Portfolio also reserves the right to invest without limitation in short
term instruments for temporary, defensive purposes.

7 Prospectus
<PAGE>
The Fund in Detail - continued

PIC may use broker-dealers that sell shares of the Fund to carry out
transactions for the Portfolio, provided that the Portfolio receives brokerage
services and commission rates comparable to those of other broker-dealers.

PIC traces its origins to an investment partnership formed in 1951. It is now an
indirect, wholly owned subsidiary of United Asset Management Corporation (UAM),
a publicly owned corporation with headquarters located at One International
Place, Boston, MA 02110. UAM is principally engaged, through affiliated firms,
in providing institutional investment management services.

Information About the Fund's Investments

Because the investment characteristics of the Fund will correspond directly to
those of the Portfolio in which it invests, the following is a discussion of
the various investments of, and techniques employed by, the Portfolio.

PIC Small Cap Growth Fund

The PIC Small Cap Growth Fund seeks long term growth of capital by investing in
the PIC Small Cap Portfolio, which in turn invests primarily in equity
securities of small companies.

PIC will invest at least 65%, and normally at least 95%, of the Portfolio's
total assets in these securities. The Portfolio has flexibility, however, to
invest the balance in other market capitalizations and security types. Small
capitalization companies are those whose market capitalization or annual
revenues are $250 million or less at the time of the Portfolio's investment.
Companies whose capitalization or revenues increase beyond this range after
purchase continue to be considered small capitalization for the purposes of the
Portfolio's investment policy. Investing in small capitalization stocks may
involve greater risk than investing in large capitalization stocks, since they
can be subject to more abrupt or erratic movements in value.

The Small Cap Portfolio may also invest up to 20% of its assets in foreign
securities.

Securities and
Investment Practices

The following pages contain more detailed information about the types of
instruments in which the Portfolio may invest, and strategies PIC may employ in
pursuit of the Portfolio's investment objectives. A summary of risks and
restrictions associated with these instrument types and investment practices is
included as well. A complete listing of the Fund's policies and limitations and
more detailed information about the Portfolio's investments is contained in the
SAI. Policies and limitations are considered at the time of purchase; the sale
of instruments is not required in the event of a subsequent change in
circumstances.

PIC may not buy all of these instruments or use all of these techniques to the
full extent permitted unless it believes that doing so will help the Portfolio
achieve its goals. Current holdings and recent investment strategies are
described in the Fund's financial reports which are sent to shareholders twice
a year. For a free SAI or financial report, call (800) 618-7643.

Prospectus 8
<PAGE>
Equity Securities are common stocks and other kinds of securities that have the
characteristics of common stocks. These other securities include bonds,
debentures and preferred stocks which can be converted into common stocks. They
also include warrants and options to purchase common stocks.

Restriction: With respect to 75% of total assets, the Portfolio may not own
more than 10% of the outstanding voting securities of a single issuer.

Short Term Investments are debt securities that mature within a year of the
date they are purchased by the Portfolio. Some specific examples of short term
investments are commercial paper, bankers' acceptances, certificates of deposit
and repurchase agreements.

Restriction: The Portfolio will only purchase short term investments which are
"high quality." High quality means the investments have been rated A-1 by
Standard & Poor's Corporation (S&P) or Prime-1 by Moody's, or have an issue of
debt securities outstanding rated at least A by S&P or Moody's Investors
Service, Inc. (Moody's). The term also applies to short term investments that
PIC believes are comparable in quality to those with an A-1 or Prime-1 rating.
U.S. Government securities are always considered to be high quality.

Repurchase Agreements. In a repurchase agreement, the Portfolio buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults or
becomes insolvent.

Exposure to Foreign Markets. The Portfolio may invest in foreign securities.

Restriction: The Portfolio may invest no more than 20% of its total assets in
foreign securities, and it will only purchase foreign securities or American
Depositary Receipts which are listed on a national securities exchange or
included in the NASDAQ National Market System.

Options and Futures. The Portfolio has the right to use options and futures to
hedge its investments in securities, but PIC does not expect to use these
instruments during this fiscal year. The Fund will advise shareholders before
any investment in options or futures commences. See the SAI for details.

Risk Factors. Foreign securities and securities issued by U.S. entities with
substantial foreign operations may involve additional risks and considerations.
These include risks relating to political or economic conditions in foreign
countries, fluctuations in foreign currencies, withholding or other taxes,
operational risks, increased regulatory burdens and the potentially less
stringent investor protection and disclosure standards of foreign markets. All
of these factors can make foreign investments, especially those in developing
countries, more volatile.

Options and futures, which are sometimes called derivative securities, also
entail certain risks, which are described in detail in the SAI.

9 Prospectus
<PAGE>
The Fund in Detail - continued

Fundamental Investment Policies and Restrictions

Some of the policies and restrictions discussed on this and the preceding pages
are fundamental; that is, subject to change only by shareholder approval. The
following paragraph states all those that are fundamental. All policies stated
throughout the prospectus, other than those identified in the following
paragraph, can be changed without shareholder approval.

The Small Cap Growth Fund seeks long term growth of capital. The Portfolio,
with respect to 75% of total assets, may not invest more than 5% of its total
assets in any one issuer and may not own more than 10% of the outstanding
voting securities of a single issuer. The Portfolio may not invest more than
25% of its total assets in any one industry.

Breakdown of Expenses

Like all mutual funds, the Fund pays fees related to its daily operations.
Expenses paid out of the Fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted from
shareholder accounts.

The Portfolio pays an investment advisory fee to PIC each month for managing its
investments at the annual rate of 0.80% of the Portfolio's average net assets.

While the investment advisory fee is a significant component of the Portfolio's
(and thus the Fund's) annual operating costs, the Fund also pays other
expenses. The Fund and the Portfolio each pay a monthly administration fee to
Investment Company Administration Corporation for managing some of their
business affairs. The Portfolio pays a fee at the annual rate of 0.10% of
average net assets, and the Fund pays an annual fee of $10,000. The Fund and
the Portfolio also pay other expenses, such as legal, audit, custodian and
transfer agency fees, as well as the compensation of Trustees who are not
affiliated with PIC.

PIC has agreed to reimburse the Fund for investment advisory fees and other
expenses if they exceed 1.00% of the Fund's average net assets. This
reimbursement arrangement, which may be terminated at any time without notice,
will decrease the Fund's expenses and boost its performance.

Performance

Mutual fund performance is commonly measured as total return. Total return is
the change in value of an investment over a given period, assuming reinvestment
of any dividends and capital gains. Total return reflects the Fund's
performance over a stated period of time. An average annual total return is a
hypothetical rate of return that, if achieved annually, would have produced the
same total return if performance had been constant over the entire period.
Average annual total return smooths out variations in performance; it is not
the same as actual year-by-year results.

Total return and average annual total return are based on past results and are
not a prediction of future performance. They do not include effect of income
taxes paid by shareholders. The Fund may sometimes show its performance
compared to certain performance rankings, averages or stock indices (described
more fully
in the SAI).

Prospectus 10
<PAGE>
Prior Performance of PIC

The following table sets forth PIC's composite performance data relating to the
historical performance of institutional private accounts managed by PIC, since
the date indicated, that have investment objectives, policies, strategies and
risks substantially similar to those of the Portfolio. The data is provided to
illustrate the past performance of PIC in managing substantially similar
accounts as measured against specified market indices and does not represent the
performance of any of the Portfolio. You should not consider this performance
data as an indication of future performance of the Portfolio or of PIC.

PIC's composite performance data shown below were calculated in accordance with
recommended standards of the Association for Investment Management and Research
(AIMR*), retroactively applied to all time periods. All returns presented were
calculated on a total return basis and include all dividends and interest,
accrued income and realized and unrealized gains and losses. All returns
reflect the deduction of investment advisory fees, brokerage commission and
execution costs paid by PIC's institutional private accounts, without provision
for federal or state income taxes. Custodial fees, if any, were not included in
the calculation. PIC's composite includes all actual, fee-paying, discretionary
institutional private accounts managed by PIC that have investment objectives,
policies, strategies and risks substantially similar to those of the Portfolio.
Securities transactions are accounted for on the trade date and accrual
accounting is used. Cash and equivalents are included in performance returns.
The monthly returns of the PIC Composite combine the individual accounts'
returns (calculated on a time-weighted rate of return that is revalued whenever
cash flows exceed $500) by asset-weighting each individual account's asset
value as of the beginning of the month. Quarterly and yearly returns are
calculated by geometrically linking the monthly and quarterly returns,
respectively. The yearly returns are computed by geometrically linking the
returns of each quarter within the
calendar year.

The institutional private accounts that are included in PIC's Composite are not
subject to the same types of expenses to which the Portfolio is subject nor to
the diversification requirements, specific tax restrictions and investment
limitations imposed on the Portfolio by the Investment Company Act or the
Internal Revenue Code. Consequently, the performance results for PIC's
Composite could have been adversely affected if the institutional private
accounts included in the Composite had been regulated as investment companies.

- ------------------------------
* AIMR is a non-profit membership and education organization with more than
60,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisers. These AIMR
performance presentation standards are intended to (i) promote full and fair
presentations by investment advisers of their performance results, and (ii)
ensure uniformity in reporting so that performance results of investment
advisers are directly comparable.

11 Prospectus
<PAGE>
The Fund in Detail - continued

The investment results of the PIC Composite presented below are unaudited and
are not intended to predict or suggest the returns that might be experienced by
the Portfolio or an individual investing in the Portfolio. Investors should also
be aware that the use of a methodology different from that used below to
calculate performance could result in different performance data.

PIC Russell 2000
Small Cap Growth Stock
Year ended December 31, Composite Index(1)

1988 26.46 20.37
1989 48.65 20.17
1990 -0.18 -17.41
1991 77.06 51.19
1992 5.24 7.77
1993 22.10 13.36
1994 -2.17 -2.43
1995 60.13 31.04
1996 17.32 11.26
1997 -0.97 12.95
Last 5 years 17.32 11.69
Last 10 years 22.76 10.88

(1) The Russell 2000 Growth Stock Index contains those securities in the
Russell 2000 Index with a greater-than-average growth orientation.
Companies in the Russell 2000 Growth Stock Index generally have higher
price-to-book and price-earnings ratios than the average for all companies
in the 2000 Index. The Russell 2000 Index is a widely regarded small-cap
index of the 2,000 smallest securities in the Russell 3000 Index, which
comprises the 3,000 largest U.S. securities as determined by total market
capitalization. The Index reflects the reinvestment of income dividends
and capital gains distributions, if any, but does not reflect fees,
brokerage commissions or other expenses of investing.

Prospectus 12
<PAGE>
Your Account

How to Buy Shares

Once each business day, the Fund calculates its share price: The share price is
the Fund's net asset value (NAV). Shares are purchased at the next share price
calculated after an investment is received and accepted. Share price is normally
calculated at 4 p.m. Eastern time.

Provident Financial Processing Corp. (PFPC) is the Fund's Transfer Agent; its
address is 400 Bellevue Parkway, Wilmington, Delaware 19809, and its mailing
address is P.O. Box 8943, Wilmington, DE 19899.

First Fund Distributors, Inc., 4455 E. Camelback Road, Suite 261E, Phoenix AZ
85018, an affiliate of the administrator, is the Trust's principal underwriter.

You may buy shares of the Fund only through Eligible Institutions, which
include financial institutions and broker-dealers. The Fund does not impose any
sales charges, but an Eligible Institution may establish its own terms and
conditions for providing services to you and may charge a fee for its services.

The minimum initial investment in the Fund is $1,000,000, but this minimum may
be waived for certain investors, including those who make investments for a
group of clients, such as financial or investment advisors and trust companies.
There is no minimum subsequent investment. The Trust reserves the right to
refuse to accept any investment.

Prior to making an initial investment in the Fund, an Eligible Institution
should call PFPC at (800) 618-7643 in order to obtain an account number. The
Eligible Institution may then purchase shares of the Fund by wiring the amount
to be invested to PIC Small Cap Growth Fund at the following address:

Philadelphia, PA
ABA #031-0000-53
DDA #86-0172-6604
For credit to PIC Small Cap Growth Fund
Shareholder name and account number

At the same time, if the wire represents an initial investment, the investor
should mail an application form to PFPC at the following address:

PIC Small Cap Growth Fund
P.O. Box 8943
Wilmington, DE 19899

Subsequent investments may be made by wiring funds to the custodian bank at the
above address.

13 Prospectus
<PAGE>
Your Account - continued

How to Sell Shares

At the time an account is opened for an investor, persons who are authorized to
give instructions to the Fund on behalf of the investor will be identified.
Shares of the Fund will subsequently be redeemed upon receipt by the Fund's
Transfer Agent of written instructions signed by such an authorized person.
Written instructions may be mailed to the Transfer Agent at P.O. Box 8943,
Wilmington, DE 19899, or delivered to the Transfer Agent at 400 Bellevue
Parkway, Wilmington, DE 19809 or sent by facsimile transmission to (302)
427-4511. The redemption request should identify the Fund, the account number
and specify the number of shares to be redeemed. Investors in the Fund should
arrange with the Administrator and the Transfer Agent to maintain a current
list of persons authorized to give instructions to the Fund. The shares
specified will be redeemed at the net asset value next determined after receipt
of the request.

Payment for shares redeemed will be made within seven days after receipt by the
Trust of instructions. However, payment may be delayed under unusual
circumstances, as specified in the Investment Company Act of 1940 (the "Act")
or as determined by the Securities and Exchange Commission. Payment will be
sent only to shareholders at the address of record.

Shareholder Account Policies

Dividends and Capital Gains

The Fund distributes substantially all of its net income and capital gains, if
any, to shareholders each year in December. Your dividend and capital gain
distributions will be automatically reinvested in additional shares of the
Fund.

When the Fund deducts a distribution from its NAV, the reinvestment price is
the Fund's NAV at the close of business that day.

Transaction Details

The Fund is open for business each day the New York Stock Exchange (NYSE) is
open. PIC calculates each Fund's NAV as of the close of business of the NYSE,
normally 4 p.m. Eastern time.

The Fund's NAV is the value of a single share. The NAV is computed by adding
the value of the Fund's share of investments held by the Portfolio, cash, and
other assets, subtracting its liabilities and then dividing the result by the
number of shares outstanding. The NAV is also the redemption price (price to
sell one share).

The Fund's assets are valued primarily on the basis of market quotations. If
quotations are not readily available, assets are valued by a method that the
Board of Trustees believes accurately reflects fair value.

Prospectus 14
<PAGE>
General Information

The Fund is one of a series of shares, each having separate assets and
liabilities, of the Trust. The Board of Trustees may at its own discretion,
create additional series of shares. The Declaration of Trust contains an
express disclaimer of shareholder liability for its acts or obligations and
provides for indemnification and reimbursement of expenses out of the Trust's
property for any shareholder held personally liable for its obligations.

The Declaration of Trust further provides the Trustees will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration
of Trust protects a Trustee against any liability to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.

Shareholders are entitled to one vote for each full share held (and fractional
votes for fractional shares) and may vote in the election of Trustees and on
other matters submitted to meetings of shareholders. It is not contemplated
that regular annual meetings of shareholders will be held. Rule 18f-2 under the
Act provides that matters submitted to shareholders be approved by a majority
of the outstanding securities of each series, unless it is clear that the
interests of each series in the matter are identical or the matter does not
affect a series.

However, the rule exempts the selection of accountants and the election of
Trustees from the separate voting requirements. Income, direct liabilities and
direct operating expenses of each series will be allocated directly to each
series, and general liabilities and expenses of the Trust will be allocated
among the series in proportion to the total net assets of each series by the
Board of Trustees.

The Declaration of Trust provides that the shareholders have the right, upon
the declaration in writing or vote of more than two-thirds of its outstanding
shares, to remove a Trustee. The Trustees will call a meeting of shareholders
to vote on the removal of a Trustee upon the written request of the record
holders of ten per cent of its shares. In addition, ten shareholders holding
the lesser of $25,000 worth or one per cent of the shares may advise the
Trustees in writing that they wish to communicate with other shareholders for
the purpose of requesting a meeting to remove a Trustee. The Trustees will
then, if requested by the applicants, mail at the applicants' expense the
applicants' communication to all other shareholders. Except for a change in the
name of the Trust, no amendment may be made to the Declaration of Trust without
the affirmative vote of the holders of more than 50% of its outstanding shares.
The holders of shares have no pre-emptive or conversion rights. Shares when
issued are fully paid and non-assessable, except as set forth above. The Trust
may be terminated upon the sale of its assets to another issuer, if such sale
is approved by the vote of the holders of more than 50% of its outstanding
shares, or upon liquidation and distribution of its assets, if approved by the
vote of the holders of more than 50% of its outstanding shares. If not so
terminated, the Trust will continue indefinitely.

Prospectus 15
<PAGE>
Year 2000 Risk. Like other business organizations around the world, the Fund
could be adversely affected if the computer systems used by its investment
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 Fund.

16 Prospectus
<PAGE>
PIC INVESTMENT TRUST

Statement of Additional Information

Dated March 2, 1998

This Statement of Additional Information is not a prospectus, and it should be
read in conjunction with the prospectus of the PIC Small Cap Growth Fund, a
series of PIC Investment Trust (the "Trust). There are seven other series of the
Trust: the PIC Growth Fund, PIC Mid Cap Fund, PIC Small Company Growth Fund, PIC
Pinnacle Balance Fund, PIC Pinnacle Growth Fund, PIC Pinnacle Small Company.
Growth Fund and Provident Tax Managed Growth Fund, which have separate
Statements of Additional Information. The PIC Small Cap Growth Fund (the "Small
Cap Growth Fund") invests in the PIC Small Cap Portfolio. 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

Cross-reference to page in
in the prospectus of the PIC
Small Cap Growth Fund:
----------------------

Investment Objective and Policies B-2
Investment Restrictions........ B-2
Repurchase Agreements.......... B-3
Options Activities............. B-4
Futures Contracts.............. B-5
Foreign Securities............. B-5
Forward Foreign Currency
Exchange Contracts......... B-6
Segregated Accounts............ B-7
Debt Securities and
Ratings.................... B-7
Management........................... B-7
Custodian and Auditors............... B-11
Portfolio Transactions and
Brokerage...................... B-11
Additional Purchase and
Redemption Information......... B-12
Net Asset Value...................... B-12
Taxation...... B-12
Dividends and Distributions.......... B-13
Performance Information.............. B-13
General Information.................. B-15
Financial Statements................. B-15
Appendix............................. B-15
B-1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

The Small Cap Growth Fund

The investment objective of the Small Cap Growth Fund is to provide
capital appreciation. There is no assurance that Fund will achieve its
objective. The 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 Cap Growth Fund. The
discussion below supplements information contained in the prospectus as to
investment policies of the Small Cap Growth Fund and the Small Cap Portfolio.
Because the investment characteristics of the Small Cap 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 Fund) and the Portfolio 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.

As a matter of fundamental policy, the Portfolio is diversified;
i.e., as to 75% of the value of the 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 Fund invests all of its
assets in shares of the Portfolio. The Fund's and the Portfolio's investment
objective is fundamental.

In addition, the Fund or Portfolio may not:

1. Issue senior securities, borrow money or pledge its assets, except
that the Fund or 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,
except for short sales against the box;

3. Purchase securities on margin, except such short-term credits as
may be necessary for the clearance of transactions;

4. Write put or call options, 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 the Fund or Portfolio may
be deemed to be an underwriter in connection with the sale of securities in its
investment portfolio);
B-2
<PAGE>
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 the Fund may invest more than 25% of their
assets in shares of the Portfolio;

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

8. Purchase or sell commodities or commodity futures contracts,
except that the Portfolio may purchase and sell stock index futures contracts;

9. 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 Fund and the Portfolio and except for
repurchase agreements); or

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

The Portfolio observes the following restrictions as a matter of
operating but not fundamental policy, pursuant to positions taken by federal and
state regulatory authorities:

The Portfolio may not:

1. Purchase any security if as a result the Portfolio would then hold
more than 10% of any class of voting securities of an issuer (taking all common
stock issues as a single class, all preferred stock issues as a single class,
and all debt issues as a single class);

2. Invest in securities of any issuer if, to the knowledge of the
Portfolio, any officer or Trustee of the Portfolio or any officer or Director of
the Advisor owns more than 1/2 of 1% of the outstanding securities of such
issuer, and such officers, Trustees and Directors who own more than 1/2 of 1%
own in the aggregate more than 5% of the outstanding securities of such issuer;

3. Invest in any security if as a result the Portfolio would have
more than 5% of its total assets invested in securities of companies which
together with any predecessor have been in continuous operation for fewer than
three years;

4. 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

5. Invest more than 15% of its 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).

Repurchase Agreements

Repurchase agreements are transactions in which the Fund or Portfolio
purchases a security from a bank or recognized securities dealer and
simultaneously commits to resell that security to the bank or dealer
B-3
<PAGE>
at an agreed-upon date and price reflecting a market rate of interest unrelated
to the coupon rate or maturity of the purchased security. The purchaser
maintains custody of the underlying securities prior to their repurchase; thus
the obligation of the bank or dealer to pay the repurchase price on the date
agreed to is, in effect, secured by such underlying securities. If the value of
such securities is less than the repurchase price, the other party to the
agreement will provide additional collateral so that at all times the collateral
is at least equal to the repurchase price.

Although repurchase agreements carry certain risks not associated
with direct investments in securities, the Fund and the Portfolio intends to
enter into repurchase agreements only with banks and dealers believed by the
Advisor to present minimum credit risks in accordance with guidelines
established by the Boards of Trustees. The Advisor will review and monitor the
creditworthiness of such institutions under the 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 Fund and the Portfolio intends 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 receives a premium and 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 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.
B-4
<PAGE>
Futures Contracts

The Small Cap Portfolio 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.

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 the
Portfolio 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.

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 Portfolio may invest in securities of 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.
B-5
<PAGE>
Forward Foreign Currency Exchange Contracts

The Portfolio may enter into forward contracts with respect to
specific transactions. For example, when the 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 able 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
the 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 the 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 the
Portfolio to sustain losses on these contracts and transaction costs. The
Portfolio 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 the 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, the
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 the 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 the 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.
B-6
<PAGE>
Segregated Accounts

When the 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 the Portfolio until released. 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 the 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
the 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 Portfolio has a Board of Trustees which have comparable
responsibilities, including approving agreements with the Advisor. The day to
day operations of the Trust and the Portfolio 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:
<TABLE>
<S> <C>
Jettie M. Edwards (age 51), Trustee Consulting principal of
76 Seaview Drive Syrus Associates (consulting firm)
Santa Barbara, CA 93108

Bernard J. Johnson (age 73), Retired; formerly Chairman Emeritus of the Advisor
Trustee Emeritus
300 North Lake Avenue
Pasadena, CA 91101

Jeffrey D. Lovell (age 45), Trustee Managing Director, President and co-founder
11150 Santa Monica Blvd., Ste 1650 of Putnam, Lovell & Thornton, Inc.
Los Angeles, CA 90025 (investment bankers)

Jeffrey J. Miller (age 47), President Managing Director and Secretary of the Advisor;
and Trustee* President and Trustee of each of the Portfolios
300 North Lake Avenue
Pasadena, CA 91101
</TABLE>
B-7
<PAGE>
<TABLE>
<S> <C>
Wayne H. Smith (age 56), Trustee Vice President and Treasurer of Avery Dennison
150 N. Orange Grove Blvd. Corporation (pressure sensitive material and office products
Pasadena, CA 91103 manufacturer)

Thad M. Brown (age 47), Vice Senior Vice President and Chief Financial Officer
President, Secretary and of the Advisor
Treasurer of the Trust
300 North Lake Avenue
Pasadena, CA 91101
</TABLE>
The Trustees and officers of each of the Portfolios, their business
address and their occupations during the past five years are:
<TABLE>
<S> <C>
Richard N. Frank (age 74), Trustee Chief Executive Officer, Lawry's
234 E. Colorado Blvd. Restaurants, Inc.; formerly Chairman
Pasadena, CA 91101 of Lawry's Foods, Inc.

Bernard J. Johnson (age 73), Retired; formerly Chairman Emeritus of the Advisor
Trustee Emeritus
300 North Lake Avenue
Pasadena, CA 91101

James Clayburn LaForce (age 69), Dean Emeritus, John E. Anderson Graduate School of
Trustee Management, University of California, Los Angeles.
P.O. Box 1585 Director of the BlackRock Funds, Trustee of Payden & Rygel
Pauma Valley, CA Investment Trust. Director of the Timken Co., Rockwell
International, Eli Lilly, Jacobs Engineering Group and Imperial
Credit Industries.

Jeffrey J. Miller (age 47), President Managing Director and Secretary of the Advisor
and Trustee*
300 North Lake Avenue
Pasadena, CA 91101

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

* denotes Trustees who are "interested persons" of the Trust or Portfolio under
the 1940 Act.

The following compensation was paid to each of the following Trustees.
No other compensation or retirement benefits were received by any Trustee or
officer from the Registrant or other registered investment company in the "Fund
Complex."
B-8
<PAGE>
Deferred
Compensation
Name of Trustee Total 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 three 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 Small Cap Growth Fund as of January 31,
1998.

State Street Bank and Trust Company - 29.68%
Trust Glaxo Wellcome Inc. Master Retire Trust
Attn Jeff Peterson Master Tr Div SWB5-C
P.O. Box 1992
Boston, MA 02105

The Northern Trust Company Trustee - 16.14%
FBO Utillicorp Inc.
Retirement Savings Plan
801 S. Canal St.
P. O. Box 92956
Chicago, IL 60675-2956

Marine Midland Bank Trustee - 14.43%
MMB TIP C3
For A/C 12506842
P. O. Box 1329
Buffalo, NY 14240

US Bank of Idaho Trustee - 12.65%
for Idaho Power Co. Employes Savings Plan
P. O. Box 7928
Boise, ID 83707

Summit Bank Trustee - 9.52%
For Atlantic Health System Pension Trust
210 Main Street 7th Floor
Hackensack, NJ 07602
B-9
<PAGE>
The Northern Trust Company Trustee - 5.20%
FBO Thiokol ESIP Plan
P.O. Box 92956
Chicago, IL 60675

As of January 31, 1998 shares of any of the Funds owned by the Trustees
and officers as a group were less than 1%.

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
Portfolio. Subject to the supervision of the Boards of Trustees of the
Portfolio, investment management and services will be provided to the Portfolio
by the Advisor, pursuant to an Investment Advisory Agreement (the "Advisory
Agreement"). Under the Advisory Agreement, the Advisor will provide a continuous
investment program for the Portfolio and make decisions and place orders to buy,
sell or hold particular securities. In addition to the fees payable to the
Advisor and the Administrator, the Portfolio 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 Portfolio and the
legal obligations with respect to which the Trust or the Portfolio 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 Small Cap
Portfolio at an annual rate of 0.80% of average net assets. During the fiscal
years ended October 31, 1997, 1996, and 1995, the Advisor earned fees pursuant
to the Advisory Agreement from the Small Cap Portfolio of $1,525,768, $1,395,748
and $771,499, respectively. However, the Advisor has agreed to limit the
aggregate expenses of the Small Cap Portfolio to 1.00% of average net assets. As
a result, the Advisor waived a portion of its fee and reimbursed certain
expenses of the Small Cap Portfolio that exceeded these expense limits in the
amounts of $24,879, $26,098 and $66,713 during the fiscal years ended October
31, 1997, 1996 and 1995, respectively.

Under the Advisory Agreement, the Advisor will not be liable to the
Portfolio for any error of judgment by the Advisor or any loss sustained by the
Portfolio except in the case of a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages will be
limited as provided in the 1940 Act) or of willful misfeasance, bad faith, gross
negligence or reckless disregard of duty.

The Advisory Agreement will remain in effect for two years from its
execution. Thereafter, if not terminated, the Advisory Agreement will continue
automatically for successive annual periods, provided that
B-10
<PAGE>
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.

The Advisory Agreement is terminable by vote of the Board of Trustees
or by the holders of a majority of the outstanding voting securities of the
Portfolio at any time without penalty, on 60 days written notice to the Advisor.
The Advisory Agreement also may be terminated by the Advisor on 60 days written
notice to the Portfolio. The Advisory Agreement terminates automatically upon
its assignment (as defined in the 1940 Act).

The Advisor also provided certain administrative services to the Trust
pursuant to an Administration Agreement, 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 receives a fee at the
rate of 0.20% of the average net assets of the Small Cap Growth Fund. During the
fiscal years ended October 31, 1997, 1996 and 1995, the Adviser earned fees from
the Small Cap Growth Fund of $334,603, $345,808 and $192,850, respectively.
However, the Advisor agreed to limit the aggregate expenses of the Small Cap
Growth Fund to 1.00% of the Fund's average net assets. As a result, for the
fiscal year ended October 31, 1997, 1996 and 1995 the Advisor waived all of its
fee and reimbursed certain expenses of the Fund in the amount of $94,203,
$79,635 and $67,300.

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

The Administrator

During each of the fiscal years ended October 31, 1997, 1996 and 1995,
the Small Cap Growth Fund paid the Administrator a fee in the amount of $10,000.

During the fiscal years ended October 31, 1997, 1996 and 1995, the
Small Cap Portfolio paid the Administrator fees in the amount of $190,721,
$174,469 and $96,687, respectively.

CUSTODIAN AND AUDITORS

The Trust's custodian, Provident National Bank, 200 Stevens Drive,
Lester, PA 19113 is responsible for holding the Small Cap Growth Fund's assets,
and Provident Financial Processing Corporation, 400 Bellevue Parkway,
Wilmington, DE 19809, acts as the Trust's transfer agent. 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 Small Cap Growth Fund's tax returns.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisory Agreement states that in connection with its duties to
arrange for the purchase and the sale of securities held by the Portfolio by
placing purchase and sale orders for the Portfolio, the Advisor shall select
such broker-dealers ("brokers") as shall, in its judgment, achieve the policy of
"best execution," i.e., prompt and efficient execution at the most favorable
securities price. In making such selection, the Advisor is authorized in the
Advisory Agreement to consider the reliability, integrity and financial
condition of the broker. The Advisor also is authorized by the Advisory
Agreement to consider whether the broker provides research or statistical
information to the Portfolio and/or other accounts of the Advisor.

The Advisory Agreement states 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
B-11
<PAGE>
Advisor's overall responsibilities as to the accounts as to which it exercises
investment discretion and that the Advisor shall use its judgment in determining
that the amount of commissions paid are reasonable in relation to the value of
brokerage and research services provided and need not place or attempt to place
a specific dollar value on such services or on the portion of commission rates
reflecting such services. The Advisory Agreement provides that to demonstrate
that such determinations were in good faith, and to show the overall
reasonableness of commissions paid, the Advisor shall be prepared to show that
commissions paid (i) were for purposes contemplated by the Advisory Agreement;
(ii) were for products or services which provide lawful and appropriate
assistance to its decision-making process; and (iii) were within a reasonable
range as compared to the rates charged by brokers to other institutional
investors as such rates may become known from available information. During the
fiscal years ended October 31, 1997, 1996 and 1995, the amount of brokerage
commissions paid by the Small Cap Portfolio were $218,087, $115,709 and $59,282,
respectively.

The research services discussed above may be in written form or through
direct contact with individuals and may include information as to particular
companies and securities as well as market, economic or institutional areas and
information assisting the Portfolio in the valuation of the Portfolio's
investments. The research which the Advisor receives for the Portfolio's
brokerage commissions, whether or not useful to the Portfolio, may be useful to
it in managing the accounts of its other advisory clients. Similarly, the
research received for the commissions of such accounts may be useful to the
Portfolio.

The debt securities which will be a major component of the Small Cap
Growth Fund's portfolio 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 Portfolio directly from an issuer in
which case no commissions or discounts are paid. In underwritten offerings,
securities are purchased at a fixed price which includes an amount of
compensation to the underwriter, generally referred to as the underwriter's
concession or discount.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Reference is made to "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 the Small Cap Growth 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 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 Small Cap Growth Portfolio's shares will
fluctuate and is determined as of the close of trading on the New York Stock
Exchange (generally 4:00 p.m. Eastern time) each business day.

The net asset value per share is computed by dividing the value of the
securities held by the Portfolio plus any cash or other assets (including
interest and dividends accrued but not yet received) minus all liabilities
(including accrued expenses) by the total number of Interests in the Portfolio
outstanding at such time.

TAXATION

The Fund will be taxed as a separate entity under the Internal Revenue
Code, and 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
Fund qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of their investment company taxable income (consisting
generally of interest and dividend income,
B-12
<PAGE>
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 Fund must distribute
annually to shareholders at least 90% of its investment company taxable income
and must meet several additional requirements. Among these requirements are the
following: (1) at least 90% of the 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) less than 30% of the Fund's gross income each taxable year may
be derived from the sale or other disposition of securities held for less than
three months; (3) at the close of each quarter of the 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 (4) at the close of each
quarter of the 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.

The 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 the Fund's investment company taxable income (whether
paid in cash or invested in additional shares) will be taxable to shareholders
as ordinary income to the extent of the Fund's earnings and profits.
Distributions of the 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 the 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 the Fund during the following January.
Accordingly, such dividends will be taxed to shareholders for the year in which
the record date falls.

The 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. The 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 the 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
B-13
<PAGE>
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.

Yield

Annualized yield quotations used in the 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), the 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 the 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 the 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
the Fund will fluctuate, and an investor's redemption proceeds may be more or
less than the original investment amount. In advertising and promotional
materials the Fund may compare its performance with data published by Lipper
Analytical Services, Inc. ("Lipper") or CDA Investment Technologies, Inc.
("CDA"). The 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 the 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.
B-14
<PAGE>
GENERAL INFORMATION

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.

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 Small Cap Growth Fund for the
fiscal year ended October 31, 1997 is a separate document supplied with this
Statement of Additional Information, and the financial statements, accompanying
notes and report of independent accountants appearing therein are incorporated
by reference into this Statement of Additional Information.

APPENDIX
Description of Ratings

Moody's Investors Service, Inc.: Corporate Bond Ratings

Aaa--Bonds which are rated Aaa are judged to be of the best quality and
carry the smallest degree of investment risk. Interest payments are protected by
a large or by an exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.

Aa---Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.

Moody's applies numerical modifiers "1", "2" and "3" to both the Aaa
and Aa rating classifications. The modifier "1" indicates that the security
ranks in the higher end of its generic rating category; the modifier "2"
indicates a mid-range ranking; and the modifier "3" indicates that the issue
ranks in the lower end of its generic rating category.
B-15
<PAGE>
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 Corporation: Corporate Bond Ratings

AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA--Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.

A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

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.

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-16
<PAGE>
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.

The Funds, unlike many other mutual funds which directly acquire and manage
their own portfolios of securities, seek to achieve their investment objectives
by investing all of their assets in a PIC Portfolio. Investors should carefully
consider this investment approach.

P*I*C
[GRAPHIC OMITTED] GROWTH FUND
MID CAP FUND
SMALL COMPANY GROWTH FUND

Prospectus

March 2, 1998

Provident Investment Counsel
300 North Lake Avenue
Pasadena, CA 91101
<PAGE>
Contents

Key Facts 3 The Funds at a Glance
3 Who May Want to Invest
4 Expenses
6 Structure of the Funds and
the Portfolios
7 Financial Highlights
The Funds in Detail 9 Charter How the Fund is organized
10 Information About the Funds'
Investments The Funds' overall approach
to investing.
12 Securities and Investment
Practices More information about how the
Funds invest.
13 Breakdown of Expenses How
operating costs are calculated and what
they include.
14 Performance
Your Account 17 Ways to Set Up Your Account
18 How to Buy Shares
19 How to Sell Shares
21 Investor Services Services to help you
manage your account.
Shareholder 22 Dividends, Capital Gains
Account Policies and Taxes
23 Transaction Details Share price
calculations and the timing of purchases
and redemptions.
25 Exchange Restrictions
General Information 26

Prospectus 2
<PAGE>
Key Facts

The Funds at a Glance

Management: Provident Investment Counsel (PIC), located in Pasadena, California
since 1951, is the Funds' Advisor. At December 31, 1997, total assets under
PIC's management were over $20 billion.

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 companies with medium market capitalizations.

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 equity securities of issuers 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
capitalization stocks in search of above average returns. A company's market
capitalization is the total market value of its outstanding common stock.

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 Small Company Growth Fund is designed for those who want
to focus on stocks of small capitalization companies in search of above average
returns. A company's market capitalization is the total market value of its
outstanding common stock. A small company is one with market capitalization or
annual revenues at the time of purchase of $250 million or less. A medium
capitalization company is one with $500 million to $5 billion in market
capitalization. The securities of smaller, less well-known companies (including
medium capitalization 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 larger capitalization
companies. Medium capitalization stocks tend to involve less risk than small cap
stocks.

3 Prospectus
<PAGE>
Key Facts - continued

worth more or less than what you paid for them. By itself, no fund constitutes
a balanced investment plan. There is no assurance that either Fund will meet
its objective.

Expenses

Shareholder Transaction Expenses are charges you pay when you buy, sell or hold
shares in a fund.

Maximum sales charge None
Maximum sales charge on reinvested
dividends None
Deferred sales charge None
Redemption fee None
Exchange fee $ 5

Annual Operating Expenses are paid out of each Fund's and each Portfolio's
assets. The Growth and Small Company Growth Funds each indirectly pay an
investment advisory fee equal to .80% of the Fund's average net assets. The Mid
Cap Fund indirectly pays an investment advisory fee equal to .70% of the Fund's
average net assets. 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 incurred during the most recent fiscal
year, and are calculated as a percentage of average net assets.

Growth Fund

Management fee (paid by the Portfolio) .80%
Other expenses of the Portfolio, after
reimbursement by PIC .20%
----
Total Operating Expenses of the Portfolio 1.00%
Administrative fee paid by the Fund to
PIC .20%
12b-1 fee None
Other expenses of the Fund, after
reimbursement by PIC .05%
----
Total Fund Operating Expenses 1.25%
====

PIC reimburses the Growth Fund for any expenses in excess of 1.25% of average
net assets. Without this reimbursement, the total Fund operating expenses would
have been 1.35% of average net assets for the fiscal year ended October 31,
1997.

Mid Cap Fund

Management fee (paid by the Portfolio) .70%
Other expenses of the Portfolio, after
reimbursement by PIC .20%
---
Total operating expenses
of the Portfolio .90%
Other expenses of the Fund, after
reimbursement by PIC .09%
---
Total Fund operating expenses .99%
===

PIC reimburses the Mid Cap Fund for any expenses in excess of 0.99% of average
net assets. Without this reimbursement, the total Fund operating expenses would
be estimated to be 1.50% of average net assets.

Prospectus 4
<PAGE>
Small Company Growth Fund

Management fee (paid by the Portfolio) .80%
Other expenses of the Portfolio .20%
----
Total Operating Expenses of the Portfolio 1.00%
Administrative fee paid by the Fund
to PIC .20%
12b-1 fee None
Other expenses of the Fund, after
reimbursement by PIC .25%
----
Total Fund Operating Expenses 1.45%
====

PIC reimburses the Small Company Growth Fund for any expenses in excess of
1.45% of average net assets. Without this reimbursement, the total Fund
operating expenses would have been 1.61% for the fiscal year ended October 31,
1997.

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

Examples: Let's say, hypothetically, that each Fund's annual return is 5% and
that its operating expenses are exactly as just described. For every $1,000 you
invest, here's how much you would pay in total expenses if you close your
account after the number of years indicated:

Growth Fund

After 1 year $ 13
After 3 years $ 40
After 5 years $ 69
After 10 years $151

Mid Cap Fund

After 1 year $ 9
After 3 years $ 29

Small Company Growth Fund

After 1 year $ 15
After 3 years $ 46
After 5 years $ 79
After 10 years $174

These examples illustrate the effect of expenses, but they are not meant to
suggest actual or expected costs or returns, all of which may vary. For a more
complete description of the various costs and expenses, see "Breakdown of
Expenses." The tables above summarize the expenses of both the Portfolios and
the Funds. The Trustees expect that the combined per share expenses of the
Funds and the Portfolios will be equal to, or may be less than, the expenses
that would be incurred by a Fund if it retained an investment manager and
invested directly in the types of securities held by a Portfolio.

5 Prospectus
<PAGE>
Structure of the Funds and the Portfolios

Unlike many other mutual funds which directly acquire and manage their own
portfolio securities, 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 the 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 the Portfolio. Information concerning
other holders of interests in the Portfolio is available by calling (800)
618-7643.

The Trustees of PIC Investment Trust believe that this structure may enable 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 the 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. For further information, see "The
Funds in Detail," "Information about the Fund's Investments" and "Securities
and Investment Practices."

Prospectus 6
<PAGE>
Financial Highlights

The tables that follow are included in each Fund's Annual Report and have been
audited by McGladrey & Pullen, LLP, Independent Certified Public Accountants.
Their reports on the financial statements and financial highlights are included
in the Annual Reports. The financial statements and financial highlights are
incorporated by reference into (are legally a part of) the Funds' Statement of
Additional Information. The Mid Cap Fund commenced operation on December 31,
1997; therefore no per share data has been provided for this Fund.

PIC Growth Fund

<TABLE>
<CAPTION>
Selected Per-Share Data and Ratios
Years ended October 31 1997 1996 1995 1994 1993 1992*
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 16.25 $ 14.25 $ 11.70 $ 11.60 $ 10.81 $ 10.00
Income from Investment Operations:
Net investment income (.15) (.06) (.02) .00 .00 .01
Net realized and unrealized gain on
investments 3.98 2.06 2.57 .10 .80 .80
Total from investment operations 3.83 2.00 2.55 .10 .80 .81
Less: capital gain distributions (1.94) .00 .00 .00 .00 .00
Return of capital dividend .00 .00 .00 .00 (.01) .00
Net asset value, end of period $18.14 $ 16.25 $ 14.25 $ 11.70 $ 11.60 $ 10.81

Total return 26.44% 14.04% 21.79% .86% 7.40% 20.88%+
- ---------------------------------------------------------------------------------------------------------------------------------
Ratios and Supplemental Data
Net assets, end of period (000) omitted $80.0 $ 116.1 $ 131.1 $ 102.3 $ 88.9 $ 5.7
Ratio of expenses to average net assets 1.35% 1.30% 1.30% 1.53% 1.54% 4.12%+
Ratio of expenses to average net assets
after expense reductions** 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%+
Ratio of net investment income (loss)
to average net assets (.38%) (.28%) (.17%) (.15%) (.11%) .25%+
Portfolio turnover rate++
67.54% 64.09% 54.89% 68.26% 43.20% 7.42%
Average commission rate paid by Portfolio $ 0.0416 $ 0.0440 -- -- -- --

</TABLE>

* June 11, 1992 (commencement of operations) to October 31, 1992.
+ Annualized.
** Includes the Fund's share of expenses allocated from PIC Growth Portfolio.
++ Portfolio turnover rate of PIC Growth Portfolio, in which all of the Fund's
assets are invested.

7 Prospectus
<PAGE>
Financial Highlights - continued

PIC Small Company Growth Fund

<TABLE>
<CAPTION>
Selected Per-Share Data and Ratios
Year ended October 31 1997 1996
<S> <C> <C>
Net asset value, beginning of period $ 9.48 $ 10.00
Income from Investment Operations:
Net investment (loss) (.05) (.03)
Net realized and unrealized (loss) on investments .48 (.49)
Total from investment operations .43 (.52)
Net asset value, end of period $ 9.91 $ 9.48
Total return 4.54% (5.20%)
- -----------------------------------------------------------------------------------------------------
Ratios and Supplemental Data
Net assets, end of period (000) omitted $ 31.0 $ 5.2
Ratio of expenses to average net assets 1.61% 4.03%+
Ratio of expenses to average net assets after expense reductions** 1.45% 1.43%+
Ratio of net investment income to average net assets (0.96%) (0.91%)+
Portfolio turnover rate++ 151.52% 53.11%
Average commission rate paid by Portfolio $ 0.0326 $ 0.0307
</TABLE>

* June 28, 1996 (commencement of operations) to October 31, 1996.
+ Annualized.
** Includes the Fund's share of expenses allocated from PIC Small Cap.
Portfolio.
++ Portfolio turnover rate of PIC Small Cap. Portfolio, in which all of the
Fund's assets are invested.

Prospectus 8
<PAGE>
The Funds in Detail

Charter

Each Fund is a Mutual Fund: an investment that pools shareholders' money and
invests it toward a specified goal. In technical terms, each Fund is a
diversified series of PIC Investment Trust, which is an open-end management
investment company, organized as a Delaware business trust on December 11,
1991.

The Funds and the Portfolios are each governed by a Board of Trustees,
responsible for protecting the interests of shareholders. The Trustees are
experienced executives who meet throughout the year to oversee the activities of
the Funds and the Portfolios, review contractual arrangements with companies
that provide services to the Funds and the Portfolios, and review performance.
The majority of Trustees are not otherwise affiliated with PIC. Information
about the Trustees and officers is contained in the SAI.

The Funds may hold special meetings and mail proxy materials. These meetings may
be called to elect or remove Trustees, change fundamental policies, approve an
investment advisory contract, or for other purposes. Shareholders not attending
these meetings are encouraged to vote by proxy. The Funds will mail proxy
materials in advance, including a voting card and information about the
proposals to be voted on. The number of votes you are entitled to is based on
the number of shares you own.

PIC is the 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'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.

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,
including increased political and economic risk, as well as exposure to
currency fluctuations.

Each Portfolio seeks to spread investment risk by diversifying its holdings
among many companies and industries. Of course, when you sell your shares of
the Fund, they may be worth more or less than what you paid for them. PIC
normally invests 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.

9 Prospectus
<PAGE>
The Funds in Detail - continued

PIC may use broker-dealers that sell shares of the Fund to carry out
transactions for the Portfolios, provided that the Portfolios receive brokerage
services and commission rates comparable to those of other broker-dealers.

PIC traces its origins to an investment partnership formed in 1951. It is now
an indirect, wholly owned subsidiary of United Asset Management Corporation
(UAM), a publicly owned corporation with headquarters located at One
International Place, Boston, MA 02110. UAM is principally engaged, through
affiliated firms, in providing institutional investment management services.

Information About the Funds' Investments

Because the investment characteristics of each Fund will correspond directly to
those of the Portfolio in which it invests, the following is a discussion of
the various investments of, and techniques employed by, the Portfolios.

PIC Growth Fund

The PIC 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 such 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 Growth Portfolio will invest in a range of small, medium
and large companies; 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. PIC supports its selection of
individual securities through intensive research and uses qualitative and
quantitative disciplines to determine when securities should be sold.

In unusual circumstances, economic, monetary, technical and other factors may
cause PIC to assume a temporary, defensive position during which all or a
substantial portion of the Growth Portfolio's assets may be invested in short
term instruments. Under normal market conditions, it is expected that
investments in such short term instruments may range from zero (fully invested)
to 20% of the Portfolio's assets.

The Growth Portfolio may also invest up to 20% of its assets in foreign
securities.

Prospectus 10
<PAGE>
PIC Mid Cap Fund

The PIC 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
companies with medium market capitalizations.

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 market capitalization companies are those whose market capitalization
falls within the range of $500 million to $5 billion at the time of the Mid Cap
Portfolio's investment. Companies whose capitalization falls outside this range
after purchase continue to be considered medium capitalization for the purposes
of the Mid Cap Portfolio's investment policy. 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 capitalization companies.

The value of the Mid Cap Portfolio's domestic and foreign investments varies in
response to many factors. Stock values fluctuate in response to the activities
of individual companies and general market and economic conditions. Investments
in foreign securities may involve risks in addition to those of U.S.
investments, including increased political and economic risk, as well as
exposure to currency fluctuations.

As a mutual fund, the Mid Cap Portfolio seeks to spread investment risk by
diversifying its holdings among many companies and industries. Of course, when
you sell your shares of the Fund, they may be worth more or less than what you
paid for them.

PIC normally invests the Mid Cap Portfolio's assets according to its investment
strategy. The Portfolio also reserves the right to invest without limitation in
short term instruments for temporary, defensive purposes.

PIC Small Company Growth Fund

The PIC 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 capitalization companies are those whose market capitalization or
annual revenues are $250 million or less at the time of the Portfolio's
investment. Companies whose capitalization or revenues increase beyond this
range after purchase continue to be considered small capitalization for the
purposes of the Portfolio's investment policy. Investing in small
capitalization stocks may involve greater risk than investing in large or
medium capitalization stocks, since they can be subject to more abrupt or
erratic movements in value.

The Small Cap Portfolio may also invest up to 20% of its assets in foreign
securities.

11 Prospectus
<PAGE>
The Funds in Detail - continued

Securities and
Investment Practices

The following pages contain more detailed information about the types of
instruments in which the Portfolios may invest, and strategies PIC may employ
in pursuit of the Portfolios' investment objectives. A summary of risks and
restrictions associated with these instrument types and investment practices is
included as well. A complete listing of each Fund's policies and limitations
and more detailed information about each Portfolio's investments is contained
in the SAI. Policies and limitations are considered at the time of purchase;
the sale of instruments is not required in the event of a subsequent change in
circumstances.

PIC may not buy all of these instruments or use all of these techniques to the
full extent permitted unless it believes that doing so will help a Portfolio
achieve its goals. Current holdings and recent investment strategies are
described in each Fund's financial reports which are sent to shareholders twice
a year. For a free SAI or financial report, call (800) 618-7643.

Equity Securities are common stocks and other kinds of securities that have the
characteristics of common stocks. These other securities include bonds,
debentures and preferred stocks which can be converted into common stocks. They
also include warrants and options to purchase common stocks.

Restriction: With respect to 75% of total assets, a Portfolio may not own more
than 10% of the outstanding voting securities of a single issuer.

Short Term Investments are debt securities that mature within a year of the
date they are purchased by a Portfolio. Some specific examples of short term
investments are commercial paper, bankers' acceptances, certificates of deposit
and repurchase agreements.

Restriction: A Portfolio will only purchase short term investments which are
"high quality." High quality means the investments have been rated A-1 by S&P
or Prime-1 by Moody's, or have an issue of debt securities outstanding rated at
least A by S&P or Moody's. The term also applies to short term investments that
PIC believes are comparable in quality to those with an A-1 or Prime-1 rating.
U.S. Government securities are always considered to be high quality.

Repurchase Agreements. In a repurchase agreement, a Portfolio buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults or
becomes insolvent.

Exposure to Foreign Markets. A Portfolio may invest in foreign securities.

Restriction: 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 National Market System.

Prospectus 12
<PAGE>
shareholders before any investment in options or futures commences. See the SAI
for details.

Options and futures, which are sometimes called derivative securities, also
entail certain risks, which are described in detail in the SAI.

Fundamental Investment Policies and Restrictions

The Funds each seek long term growth of capital. Each Portfolio, with respect
to 75% of total assets, may not invest more than 5% of its total assets in any
one issuer and may not own more than 10% of the outstanding voting securities
of a single issuer. Each Portfolio may not invest more than 25% of its total
assets in any one industry.

Breakdown of Expenses

Like all mutual funds, each Fund pays fees related to its daily operations.
Expenses paid out of a Fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted from
shareholder accounts.

The Growth and Small Company Growth Portfolios pay an investment advisory fee
to PIC each month for managing its investments at the annual rate of 0.80% of
the Portfolio's average net assets. The Mid Cap Portfolio pays an investment
advisory fee to PIC each month for managing its investments at the annual rate
of 0.70% of the Portfolio's average net assets.

While the investment advisory fee is a significant component of a Portfolio's
(and thus a Fund's) annual operating costs, each Fund also pays other expenses.
The Funds pay a fee to PIC for certain administrative services PIC provides.
The Funds and the Portfolios each pay a monthly administration fee to
Investment Company Administration Corporation for managing some of their
business affairs. Each Portfolio pays a fee at the annual rate of 0.10% of
average net assets, subject to an annual minimum of $45,000, and each Fund pays
an annual fee of $15,000. The Funds and the Portfolios also pay other expenses,
such as legal, audit, custodian and transfer agency fees, as well as the
compensation of Trustees who are not affiliated with PIC.

PIC expects that the Mid Cap Portfolio's portfolio turnover rate will normally
not exceed 100%.

13 Prospectus
<PAGE>
The Funds in Detail - continued

PIC has agreed to reimburse each Fund for investment advisory fees and other
expenses if they exceed a certain percentage of the Fund's average net assets.
In the case of the Growth Fund, this limit is 1.25%, in the case of the Mid Cap
Fund, the limit is 0.99%, and in the case of the Small Company Growth Fund the
limit is 1.45%. PIC retains the ability to be repaid by a Fund if expenses
subsequently fall below the specified limit within the next three years. This
reimbursement arrangement, which may be terminated at any time without notice,
will decrease a Fund's expenses and boost its performance.

Performance

Mutual fund performance is commonly measured as total return. Total return is
the change in value of an investment over a given period, assuming reinvestment
of any dividends and capital gains. Total return reflects a Fund's performance
over a stated period of time. An average annual total return is a hypothetical
rate of return that, if achieved annually, would have produced the same total
return if performance had been constant over the entire period. Average annual
total return smooths out variations in performance; it is not the same as
actual year-by-year results.

Total return and average annual total return are based on past results and are
not a prediction of future performance. They do not include effect of income
taxes paid by shareholders. A Fund may sometimes show its performance compared
to certain performance rankings, averages or stock indices (described more
fully in the SAI).

Prior Performance of PIC

The following table sets forth PIC's composite performance data relating to the
historical performance of institutional private accounts managed by PIC, since
the date indicated, that have investment objectives, policies, strategies and
risks substantially similar to those of the Growth and Small Company Growth
Portfolios. The data is provided to illustrate the past performance of PIC in
managing substantially similar accounts as measured against specified market
indices and does not represent the performance of any of the Portfolios. You
should not consider this performance data as an indication of future
performance of any Portfolio or of PIC.

Prospectus 14
<PAGE>
those of the Portfolios. Securities transactions are accounted for on the trade
date and accrual accounting is used. Cash and equivalents are included in
performance returns. The monthly returns of the PIC Composite combine the
individual accounts' returns (calculated on a time-weighted rate of return that
is revalued whenever cash flows exceed $500) by asset-weighting each individual
account's asset value as of the beginning of the month. Quarterly and yearly
returns are calculated by geometrically linking the monthly and quarterly
returns, respectively. The yearly returns are computed by geometrically linking
the returns of each quarter within the calendar year.

The institutional private accounts that are included in PIC's Composites are
not subject to the same types of expenses to which the Growth and Small Company
Growth Portfolios are subject nor to the diversification requirements, specific
tax restrictions and investment limitations imposed on the Growth and Small
Company Growth Portfolios by the Investment Company Act or the Internal Revenue
Code. Consequently, the performance results for PIC's Composites could have
been adversely affected if the institutional private accounts included in the
Composites had been regulated as investment companies.

15 Prospectus
<PAGE>
The Funds in Detail - continued

The investment results of the PIC Composites presented below are unaudited and
are not intended to predict or suggest the returns that might be experienced by
the Growth and Small Company Growth Portfolios or an individual investing in
these Portfolios. Investors should also be aware that the use of a methodology
different from that used below to calculate performance could result in
different performance data.

<TABLE>
<CAPTION>
PIC Russell PIC Russell 2000
Growth 1000 Growth Small Cap Growth Stock
Year ended December 31, Composite Index(1) Composite Index(2)
<S> <C> <C> <C> <C>
1988 5.35 11.27 26.46 20.37
1989 45.78 35.92 48.65 20.17
1990 6.10 -0.26 -0.18 -17.41
1991 65.91 41.16 77.06 51.19
1992 6.01 5.00 5.24 7.77
1993 2.82 2.90 22.10 13.36
1994 -1.41 2.66 -2.17 -2.43
1995 27.85 37.19 60.13 31.04
1996 21.48 23.12 17.32 11.26
1997 27.84 30.49 -0.97 12.95
Last 5 years 15.02 18.41 17.32 12.74
Last 10 years 19.15 17.94 22.76 13.49
</TABLE>

(1) The Russell 1000 Growth Stock Index contains those securities in the
Russell 1000 Index with a greater-than-average growth orientation.
Companies in the Russell 1000 Growth Stock Index generally have higher
price-to-book and price-earnings ratios than the average for all companies
in the 1000 Index. The Russell 1000 Index is a widely regarded large cap
(market oriented) index of the 1,000 largest securities in the Russell 3000
Index, which comprises the 3,000 largest U.S. securities as determined by
total market capitalization. The Index reflects the reinvestment of income
dividends and capital gains distributions, if any, but does not reflect
fees, brokerage commissions or other expenses of investing.
(2) The Russell 2000 Growth Stock Index contains those securities in the
Russell 2000 Index with a greater-than-average growth orientation.
Companies in the Russell 2000 Growth Stock Index generally have higher
price-to-book and price-earnings ratios than the average for all companies
in the 2000 Index. The Russell 2000 Index is a widely regarded small-cap
index of the 2,000 smallest securities in the Russell 3000 Index, which
comprises the 3,000 largest U.S. securities as determined by total market
capitalization. The Index reflects the reinvestment of income dividends and
capital gains distributions, if any, but does not reflect fees, brokerage
commissions or other expenses of investing.

Prospectus 16
<PAGE>
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.

* 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.

17 Prospectus
<PAGE>
Your Account - continued

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.

If you are investing by wire, please be sure to call (800) 618-7643 before
sending each wire.

Provident Financial Processing Corp. (PFPC) is each Fund's Transfer Agent; its
address is 400 Bellevue Parkway, Wilmington, Delaware 19809, and its mailing
address is P.O. Box 8943, Wilmington, DE 19899.

First Fund Distributors, Inc., 4455 E. Camelback Road, Suite 261E, Phoenix AZ
85018, an affiliate of the administrator, is the Trust's principal underwriter.

Minimum Investments

To Open an Account $2,000

For retirement accounts $500

For automatic investment plans $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: PIC Funds
P.O. Box 8943
Wilmington, DE 19899

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

Prospectus 18
<PAGE>
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
share price calculated after your order is received and accepted. Share price
is normally calculated at 4 p.m. Eastern time.

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. It is designed 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.

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:

PIC Funds
P.O. Box 8943
Wilmington, DE 19899

19 Prospectus
<PAGE>
Your Account - continued

Account Type Special Requirements
<TABLE>
<S> <C> <C> <C>
Phone All account types * Your telephone call must be received by
(800) 618-7643 except retirement 4 p.m. Eastern time to be redeemed on
that day (maximum check request $100,000).
- -----------------------------------------------------------------------------------------------
Mail or in Individual, Joint * The letter of instructions must be signed by all
Person Tenant, Sole Propri- persons required to sign for transactions,
etorship, UGMA, UTMA exactly as their names 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 corporate
Organization 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 before
except retirement 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.
</TABLE>
Prospectus 20
<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" on page 25.

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.

21 Prospectus
<PAGE>
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.

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.

[GRAPHIC OMITTED] 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 earnings along to
its investors as distributions.

The Fund earns dividends from stocks and interest from short term
investments held by the Portfolio. These are passed along as dividend
distributions. The Fund realizes capital gains whenever the Portfolio
sells securities for a higher price than it paid for them. These are
passed along as capital gain
distributions.

Taxes

As with any investment, you should consider how your investment in a Fund will
be taxed. If your account is not a tax-deferred retirement account, you should
be aware of these tax implications.

Taxes on Distributions. Distributions are subject to federal income tax, and
may also be subject to state or local taxes. If you live outside the United
States, your distributions could also be taxed by the country in which you
reside. Your distributions are taxable when they are paid, whether you take
them in cash or reinvest them. However, distributions declared in December and
paid in January are taxable as if they were paid on December 31.

For federal tax purposes, each Fund's income and short term capital gain
distributions are taxed as dividends; long term capital gain distributions are
taxed as long term capital gains. Every January, PIC will

Prospectus 22
<PAGE>
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 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.

"Buying a dividend." If you buy shares just before a Fund deducts a
distribution from its NAV, you will pay the full price for the shares and then
receive a portion of the price back in the form of a taxable distribution.

There are tax requirements that all funds must follow in order to avoid federal
taxation. In its effort to adhere to these requirements, a Fund may have to
limit its investment activity in some types of instruments.

Transaction Details

Each Fund is open for business each day the New York Stock Exchange (NYSE) is
open. PIC calculates each Fund's NAV as of the close of business of the NYSE,
normally 4 p.m. Eastern time.

Each Fund's NAV is the value of a single share. The NAV is computed by adding
the value of a Fund's share of investments held by the Portfolio, cash, and
other assets, subtracting its liabilities and then dividing the result by the
number of shares outstanding. The NAV is also the redemption price (price to
sell one share).

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 identity of 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.

23 Prospectus
<PAGE>
Shareholder Account Policies - continued

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" on page
25. Purchase orders may be refused if, in PIC's opinion, they would disrupt
management of the Fund.

When you place an order to buy shares, your order will be processed at the next
NAV calculated after your order is received and accepted. Note the following:

* 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.

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.

When you place an order to sell shares, your shares will be sold at the next
NAV calculated after your request is received and accepted. Note the following:

* 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 for the Growth Fund, the Small
Company Growth Fund and the Mid Cap Fund. 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

Prospectus 24
<PAGE>
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.

Exchange Restrictions

As a shareholder, you have the privilege of exchanging shares of a Fund for
shares of other PIC 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.

* The exchange limit may be modified for accounts in certain institutional
retirement plans to conform to plan exchange limits and Department of Labor
regulations. See your plan materials for further information.

* 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.

* Your exchanges may be restricted or refused if a Fund receives or anticipates
simultaneous orders affecting significant portions of a Portfolio's assets. In
particular, a pattern of exchanges that coincides with a "market timing"
strategy may be disruptive to a Portfolio.

Although each Fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
Funds reserve the right to terminate or modify the exchange privilege in the
future.

25 Prospectus
<PAGE>
General Information

Each Fund is one of a series of shares, each having separate assets and
liabilities, of the Trust. The Board of Trustees may at its own discretion,
create additional series of shares. The Declaration of Trust contains an
express disclaimer of shareholder liability for its acts or obligations and
provides for indemnification and reimbursement of expenses out of the Trust's
property for any shareholder held personally liable for its obligations.

Prospectus 26
<PAGE>
Year 2000 Risk. Like other business organizations around the world, the Fund
could be adversely affected if the computer systems used by its inevestment
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 Fund.

27 Prospectus
<PAGE>
PIC INVESTMENT TRUST

Statement of Additional Information

Dated March 2, 1998

This Statement of Additional Information is not a prospectus, and it should be
read in conjunction with the applicable prospectus of the PIC Growth Fund, PIC
Mid Cap Fund and PIC Small Company Growth Fund, series of PIC Investment Trust
(the "Trust"), which share a common prospectus. There are five other series of
the Trust: the PIC Pinnacle Balanced Fund, PIC Pinnacle Growth Fund, PIC
Pinnacle Small Company Growth Fund, PIC Small Cap. Growth Fund and Provident Tax
Managed Growth Fund, which have separate Statements of Additional Information.
The PIC Growth Fund (the "Growth Fund") invests in the PIC Growth Portfolio; the
PIC Mid Cap Fund (the "Mid Cap Fund") invests in the PIC Mid Cap Portfolio and
the PIC Small Company Growth Fund (the "Small Company Growth Fund") invest in
the PIC Small Cap. Portfolio. (In this Statement of Additional Information, 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

Cross-reference to page in
in the prospectus of the PIC Funds

Investment Objective and Policies B-2
The Growth Fund ............... B-2
The Mid Cap Fund............... B-2
The Small Company Fund......... B-2
Investment Restrictions........ B-2
Repurchase Agreements.......... B-4
Options Activities............. B-4
Futures Contracts.............. B-5
Foreign Securities............. B-6
Forward Foreign Currency
Exchange Contracts......... B-6
Segregated Accounts............ B-7
Debt Securities and
Ratings.................... B-7
Management........................... B-7
Custodian and Auditors............... B-13
Portfolio Transactions and
Brokerage...................... B-14
Additional Purchase and Redemption
Information.................... B-14
Net Asset Value...................... B-14
Taxation....................... B-15
Dividends and Distributions.......... B-15
Performance Information.............. B-16
General Information.................. B-17
Appendix............................. B-17
B-1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

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.

The Small Company Growth Fund

The investment objective of the Small Company Growth Fund is to
provide capital appreciation. There is no assurance that 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 investment 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

As a matter of fundamental policy, the Portfolios are diversified;
i.e., as to 75% of the value of a
B-2
<PAGE>
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,
except for short sales against the box;

3. Purchase securities on margin, except such short-term credits as
may be necessary for the clearance of transactions;

4. Write put or call options, 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);

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, pursuant to positions taken by federal and
state regulatory authorities:

No Portfolio may:

1. Purchase any security if as a result the Portfolio would then hold
more than 10% of any class of voting securities of an issuer (taking all common
stock issues as a single class, all preferred stock issues as a
B-3
<PAGE>
single class, and all debt issues as a single class);

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.

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.
B-4
<PAGE>
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 receives a premium and 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.

A 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.

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.

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 the 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 the Portfolio than if it had not
entered into any futures on stock indexes.
B-5
<PAGE>
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.

Foreign Securities

The Portfolios may invest in securities of 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.

Forward Foreign Currency Exchange Contracts

The Portfolios may enter into forward contracts with respect to
specific transactions. For example, when the 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 able 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
the 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 the 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 the
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
B-6
<PAGE>
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 the
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.

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 the Portfolio until released. 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 the 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
B-7
<PAGE>
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.

Bernard J. Johnson (age 73), Retired; formerly Chairman Emeritus of the Advisor
Trustee Emeritus
300 North Lake Avenue
Pasadena, CA 91101

Jeffrey D. Lovell (age 45), Trustee Managing Director, President and co-founder
11150 Santa Monica Blvd., Ste 1650 of Putnam, Lovell & Thornton, Inc.
Los Angeles, CA 90025 (investment bankers)

Jeffrey J. Miller (age 47), President Managing Director and Secretary of the Advisor;
and Trustee* President and Trustee of each of the Portfolios
300 North Lake Avenue
Pasadena, CA 91101

Wayne H. Smith (age 56), Trustee Vice President and Treasurer of Avery Dennison
150 N. Orange Grove Blvd. Corporation (pressure sensitive material and office products
Pasadena, CA 91103 manufacturer)

Bernard J. Johnson (age 73), Retired; formerly Chairman Emeritus of the Advisor
Trustee Emeritus
300 North Lake Avenue
Pasadena, CA 91101

James Clayburn LaForce (age 69), Dean Emeritus, John E. Anderson Graduate School of
Trustee Management, University of California, Los Angeles.
P.O. Box 1585 Director of The BlackRock Funds. Trustee of Payden & Rygel
Pauma Valley, CA 92061 Investment Trust. Director of the Timken Co., Rockwell
International, Eli Lilly, Jacobs Engineering Group and Imperial
Credit Industries.
</TABLE>
B-8
<PAGE>
<TABLE>
<S> <C>
Jeffrey J. Miller (age 47), President Managing Director and Secretary of the Advisor
and Trustee*
300 North Lake Avenue
Pasadena, CA 91101

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

Thad M. Brown (age 47), Vice Senior Vice President and Chief Financial Officer
President, Secretary and of the Advisor
Treasurer of the Trust
300 North Lake Avenue
Pasadena, CA 91101
- ---------------------------------
</TABLE>
* denotes Trustees who are "interested persons" of the Trust or Portfolios under
the 1940 Act.

Deferred
Compensation
Name of Trustee Total 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) 23,713
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 three 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 January 31, 1998:

Vanguard Fidicuary Trust Co. Trustee - 31.40%
FBO Memorial Health Services Plan 91582
DTD 12/31/97
Attn: Specialized Services
P. O. Box 2600 VM 421
Valley Forge, PA 19482

Milbank Tweed Hadley & McCloy - 6.56%
Prtners Retirement Plan
3 Chase Metrotech Center 5th Floor
Brooklyn, NY 11245
B-9
<PAGE>
Harris Trust and Savings Bank Trustee - 5.11%
FBO Lower Bucks Hospital
Attn: Mark Rovell - 6W
111 W. Monroe Street
Chicago, IL 60603

The following persons, to the knowledge of the Trust, owned more than
5% of the outstanding shares of the Mid Cap Fund as of January 31, 1998:

Larry D. Tashjian - 14.21%
and Karen D. Tashjian Trustees
DTD 6/13/90
612 Bershire Avenue
La Canada, CA 91011

George Handtmann III Trustee - 14.21%
for Handtmann Family Trust
DTD 12/23/92
333 Lambert Road
Carpinteria, CA 93013

Jeffrey J. Miller - 14.21%
and Paula J. Miller Trustees
for Miller Family Trust
DTD 4/9/92
1252 El Vaso Street
La Canada, CA 91011

Robert M. Kommerstad - 14.21%
and Lila M. Kommerstad Trustee
for Kommerstad Family Trust
DTD 5/16/88
218 Deodar Lane
Bradbury, CA 91010

Bernard J. Johnson Trustee - 14.21%
for the Johnson Family Trust
DTD 6/13/75
2100 Glenview Terrace
Altadena, CA 91001

Thomas J. & Julie H. Condon Trustee - 14.21%
for the Condon Family Trust
DTD 4/5/90
850 Holladay Road
San Marino, CA 91108

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 January 31,
1998:

Wilmington Trust Trustee - 14.55%
for A/C 42517-5
FBO Integrated Device Technology 401K
B-10
<PAGE>
DTD 9/1/97
c/o Mutual Funds
1100 N. Market Street
Wilmington, DE 19890

Pell Rudman Trust Co. NA - 14.39%
Nominee Account
Attn: Mutual Funds
100 Federal Street 37th Floor
Boston, MA 02110

UMBSC & Co. - 13.42%
FBO Interstate Brands Corp.
Aggressive Growth Acct.
A/C 340419159
P. O. Box 419260
Kansas City, MO 64141-6260

Charles Schwab & Co., Inc. - 13.15%
Special Custody Account for Ben of Cust
Cash Account
101 Montgomery Street
San Francisco, CA 94104-4122

Libco A Partnership - 9.74%
P. O. Box 25848
Oklahoma City, OK 73125

UMBSC & Co. - 8.74%
FBO Interstate Brands Corp.
Moderate Growth Account
A/C 340419142
P. O. Box 419260
Kansas City, MO 64141-6260
B-11
<PAGE>
As of January 31, 1998, shares of Growth and Small Company Growth Funds
owned by the Trustees and officers as a group were less than 1% and 28.42% of
Mid Cap Fund's shares were owned by Trustees and officers:

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.

For its services, the Advisor receives a fee from the Growth and Small
Company Growth 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 average net assets. During the three fiscal years ended October 31,
1997, 1996, and 1995, the Advisor earned fees pursuant to the Advisory
Agreements as follows: from the Growth Portfolio, $838,058, $949,431 and
$1,536,297, respectively; and from the Small Cap. Portfolio, $1,525,768,
$1,395,748 and $771,499, 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 waived all or a portion of its fee
and/or reimbursed expenses of the Growth Portfolio that exceeded these expense
limits in the amounts of $48,003, $64,401 and $21,828 during the fiscal years
ended October 31, 1997, 1996 and 1995, respectively. The Advisor waived all or a
portion of its fee and/or reimbursed expenses of the Small Cap. Portfolio that
exceeded these expense limits in the amounts of $24,879, $26,098 and $66,713
during the fiscal years ended October 31, 1997, 1996 and 1995, respectively. The
Mid Cap Portfolio was not in existence prior to 1998.
B-12
<PAGE>
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.

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 provided 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 three
fiscal years ended October 31, 1997, 1996 and 1995, the Advisor earned fees
pursuant to the Administration Agreements from the Growth Fund (formerly the
Institutional Growth Fund) of $207,782, $236,786 and $219,070, respectively.
During the fiscal years ended October 31, 1997 and 1996, the Advisor earned fees
of $45,245 and $3,105, respectively, from the Small Company Growth Fund
(formerly the PIC Institutional Small Cap. Growth Fund). (The Fund was not in
existence in prior years.) However, the Advisor has agreed to limit the
aggregate expenses of the Growth Fund to 1.25% of average net assets and the
expenses of the Small Company Growth Fund to 1.45%. 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, $55,034 and
$56,326 during the fiscal years ended October 31, 1997, 1996 and 1995,
respectively. During the fiscal years ended October 31, 1997 and 1996, the
Advisor waived all or a portion of its fee and/or reimbursed expenses of the
Small Company Growth Fund that exceeded the expense limit in the amounts of
$35,623 and $38,198.

The Advisor reserves the right to be reimbursed for any waiver of its fee 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

During each of the three years ended October 31, 1997, 1996 and 1995,
the Growth Fund paid the Administrator fees in the amount of $15,000. During the
fiscal year ended October 31, 1997 and 1996, the Small Company Growth Fund paid
the Administrator fees in the amount of $15,000 and $4,999.

During the fiscal years ended October 31, 1997, 1996 and 1995, the
Growth Portfolio paid the Administrator fees in the amounts of $103,757,
$118,678 and $192,037, respectively. During the fiscal years ended October 31,
1997, 1996 and 1995, the Small Company Growth Portfolio paid the Administrator
fees in the amounts of $190,721, $174,469 and $96,687, respectively.

CUSTODIAN AND AUDITORS

The Trust's custodian, Provident National Bank, 200 Stevens Drive,
Lester, PA 19113, is responsible for holding the Funds' assets, and Provident
Financial Processing Corporation, 400 Bellevue Parkway, Wilmington, DE 19809,
acts as the Trust's tranfer agent. The Trust's independent accountants,
McGladrey &
B-13
<PAGE>
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.

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 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 of such accounts may be useful to the
Portfolios.

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 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 New York Stock Exchange (generally
4:00 p.m. Eastern time) each business day. Each Portfolio's net asset value is
calculated separately.
B-14
<PAGE>
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.

TAXATION

The Funds will each be taxed as separate entities under the Internal
Revenue 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 on that part of 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) less than 30% of each Fund's gross income each
taxable year may be derived from the sale or other disposition of securities
held for less than three months; (3) 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 (4) 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.

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
ordinary income 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.

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.
B-15
<PAGE>
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

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

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.

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

FINANCIAL STATEMENTS

The annual reports to shareholders for the Funds (except PIC Mid Cap
Fund which commenced operations on December 31, 1997 for the fiscal year ended
October 31, 1997 is a separate document supplied with this Statement of
Additional Information and the financial statements, accompanying notes and
report of independent accountants appearing therein are incorporated by
reference into this Statement of Additional Information.

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
B-17
<PAGE>
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.

Standard & Poor's Corporation: Corporate Bond Ratings

AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

Commercial Paper Ratings

A Standard & Poor's commercial paper rating is a current assessment of
the likelihood of timely payment. Ratings are graded into four categories,
ranging from "A" for the highest quality obligations to "D" for the lowest.
B-18
<PAGE>
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-19
<PAGE>
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.

To learn more about each Fund and its investments, you can obtain a copy of the
Fund's most recent financial reports and portfolio listing, or a copy of the
Statement of Additional Information (SAI). The SAI is dated March 2, 1998, may
be amended from time to time, has been filed with the Securities and Exchange
Commission (SEC) and is incorporated herein by reference (legally forms a part
of this prospectus). For a free copy of either document, call (800) 618-7643.
The SEC maintains an internet site (http://www.sec.gov) that contains the SAI,
other material incorporated by reference and other information about companies
that file electronically with the SEC.

Each Fund, unlike many other mutual funds which directly acquire and manage
their own portfolios of securities, seeks to achieve its investment objective
by investing all of its assets in a PIC Portfolio. Investors should carefully
consider this investment approach. For additional information, see "Structure
of the Funds and the Portfolios" in this prospectus and "Investment Objectives
and Policies" in the SAI.

[GRAPHIC OMITTED] P*I*C
PINNACLE
---------------------------
GROWTH FUND * BALANCED FUND
SMALL COMPANY GROWTH FUND
---------------------------

Prospectus
March 2, 1998

Provident Investment Counsel
300 North Lake Avenue
Pasadena, CA 91101
<PAGE>
Contents

Key Facts 3 The Funds at a Glance
3 Who May Want to Invest
4 Expenses
6 Structure of the Funds and
the Portfolios
7 Financial Highlights
The Funds in Detail 10 Charter How the Fund is organized.
11 Information About the Funds'
Investments The Funds' overall
approach to investing.
13 Securities and Investment Practices
More information about how the
Funds invest.
15 Breakdown of Expenses How
operating costs are calculated and what they
include.
16 Performance
Your Account 19 Ways to Set Up Your Account
20 How to Buy Shares
21 How to Sell Shares
23 Investor Services Services to help you
manage your account.
23 Exchange Restrictions
Shareholder Account 24 Dividends, Capital Gains
Policies and Taxes
25 Transaction Details Share price
calculations and the timing of
purchases and redemptions.
General Information 27

Prospectus 2
<PAGE>
Key Facts

The Funds at a Glance

Management: Provident Investment Counsel (PIC), located in Pasadena, California
since 1951, is the Funds' Advisor. At December 31, 1997, total assets under
PIC's management were over $20 billion.

Pinnacle Balanced Fund

Goal: Total return, that is, a combination of income and capital growth, while
preserving capital.

Strategy: Invests, through the PIC Balanced Portfolio, in a combination of high
quality growth stocks and fixed income senior securities.

Pinnacle Growth Fund

Goal: Long term growth of capital.

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

Pinnacle 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 Balanced Fund may be appropriate for investors who want to share in
potentially high long term returns, but hope to see less fluctuation in the
value of their investment.

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 Small Company Growth Fund is designed for those who want
to focus on stocks of small capitalization companies in search of above average
returns. A company's market capitalization is the total market value of its
outstanding common stock. A small company is one with market capitalization or
annual revenues at the time of purchase of $250 million or less. The securities
of smaller, less well-known companies may be more volatile than those of larger
companies. Over time, however, small-capitalization stocks have shown greater
growth potential than those of larger-capitalization companies.

The value of each Fund's investments will vary from day to day, and generally
reflects market conditions, interest rates, and other company, political or
economic news. In the short term, stock prices can fluctuate dramatically in
response to these factors. When you sell your shares, they may be worth more or
less than what you paid for them. By itself, no fund constitutes a balanced
investment plan. There is no assurance that any Fund will meet its objective.

3 Prospectus
<PAGE>
Key Facts - continued

Expenses

Shareholder transaction expenses are charges you pay when you buy, sell or hold
shares in a Fund.

Maximum sales charge None
Maximum sales charge on reinvested
dividends None
Deferred sales charge None
Redemption fee None
Exchange fee $ 5

Annual operating expenses are paid out of each Fund's and each Portfolio's
assets. The Funds each indirectly pay 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.

Pinnacle Balanced Fund

Management fee (paid by the Portfolio) .60%
Other expenses of the Portfolio, after
reimbursement by PIC .20%
----
Total operating expenses of the Portfolio .80%
Administrative fee paid by the Fund to
PIC* .00%
12b-1 fee+ .25%
Other expenses of the Fund, after
reimbursement by PIC* .00%
----
Total Fund operating expenses 1.05%
====

* PIC waives its fees and reimburses the Balanced Fund for any expenses in
excess of 1.05% of average net assets. Without this waiver and reimbursement,
the total fund operating expenses would have been 1.43% of average net assets
for the fiscal year ended October 31, 1997.

Pinnacle Growth Fund

Management fee (paid by the Portfolio) .80%
Other expenses of the Portfolio, after
reimbursement by PIC .20%
----
Total operating expenses
of the Portfolio 1.00%
Administrative fee paid by the Fund to
PIC* .10%
12b-1 fee+ .25%
Other expenses of the Fund, after
reimbursement by PIC* .00%
----
Total Fund operating expenses 1.35%
====

* PIC waives its fees and reimburses the Growth Fund for other expenses so that
total Fund operating expenses will not exceed 1.35% of average net assets.
Without this waiver and reimbursement, the total fund operating expenses would
have been 9.97% of average net assets for the fiscal year ended October 31,
1997.

Pinnacle Small Company
Growth Fund

Management fee (paid by the Portfolio) .80%
Other expenses of the Portfolio .20%
----
Total operating expenses
of the Portfolio 1.00%
Administrative fee paid by the Fund to
PIC .20%
12b-1 fee+ .25%
Other expenses of the Fund, after
reimbursement by PIC* .10%
----
Total Fund operating expenses 1.55%
====

Prospectus 4
<PAGE>
* PIC reimburses the Small Company Growth Fund for any expenses in excess of
1.55% of average net assets. Without this reimbursement, the total fund
operating expenses would have been 11.55% of average net assets for the fiscal
year ended October 31, 1997.

+ The maximum level of distribution expenses is 0.25% per annum of the Fund's
average net assets. The distribution expense for long-term shareholders may
total more than the maximum sales charge that would have been permissible if
imposed entirely as an initial sales charge. For more information on 12b-1
fees, see Distribution Plan in the SAI.

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

Pinnacle Balanced Fund

After 1 year $ 11
After 3 years $ 33
After 5 years $ 58
After 10 years $128

Pinnacle Growth Fund

After 1 year $ 14
After 3 years $ 43
After 5 years $ 74
After 10 years $162

Pinnacle Small Company
Growth Fund

After 1 year $ 16
After 3 years $ 49
After 5 years $ 84
After 10 years $185

These examples illustrate the effect of expenses, but they are not meant to
suggest actual or expected costs or returns, all of which may vary. For a more
complete description of the various costs and expenses, see "Breakdown of
Expenses." The tables above summarize the expenses of both the Portfolios and
the Funds. The Trustees expect that the combined per share expenses of the
Funds and the Portfolios will be equal to, or may be less than, the expenses
that would be incurred by a Fund if it retained an investment manager and
invested directly in the types of securities held by a Portfolio.

5 Prospectus
<PAGE>
Structure of the Funds and the Portfolios

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. For further information, see "The
Funds in Detail," "Information about the Funds' Investments" and "Securities
and Investment Practices."

Prospectus 6
<PAGE>
Financial Highlights

The table that follows is included in the Fund's Annual Report and has been
audited by McGladrey & Pullen, LLP, Independent Certified Public Accountants.
Their report on the financial statements and financial highlights is included in
the Annual Report. The financial statements and financial highlights are
incorporated by reference into (are legally a part of) the Fund's Statements of
Additional Information.

PIC Pinnacle Balanced Fund

<TABLE>
<CAPTION>
Selected Per-Share Data and Ratios
Years ended October 31, 1997 1996 1995 1994 1993 1992*
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 13.91 $ 13.24 $ 11.24 $ 11.48 $ 10.82 $ 10.00
Income from investment operations:
Net investment income .16 .14 .15 .15 .18 .04
Net realized and unrealized gain
(loss) on investments 2.64 1.34 2.00 (.24) .69 .78
Total from investment operations 2.80 1.48 2.15 (.09) .87 .82
Less:
Dividends from net investment
income (.16) (.14) (.15) (.15) (.21) .00
Dividends from net realized gains (1.04) (.67) .00 .00 .00 .00
Total dividends (1.20) (.81) (.15) (.15) (.21) .00
Change in net asset value 1.60 .67 2.00 (.24) .66 .82
Net asset value, end of period $ 15.51 $ 13.91 $ 13.24 $ 11.24 $ 11.48 $ 10.82
Total return 21.76% 11.96% 19.35% (.78%) 8.10% 21.14%++
- -------------------------------------------------------------------------------------------------------------------
Ratios and Supplemental Data:
Net assets, end of period (000) omitted $ 35.3 $ 12.9 $ 12.5 $ 9.1 $ 6.7 $ 1.2
Ratio of expenses to average net assets 1.43% 1.72% 2.32% 2.87% 7.44% 43.11% +
Ratio of expenses to average net assets
after expense reductions** 1.05% 1.05% 1.05% 1.05% 1.05% 1.05% +
Ratio of net investment income (loss) to
average net assets 1.10% 1.05% 1.32% 1.37% 1.79% 2.60% +
Portfolio turnover rate++ 104.50% 54.24% 106.50% 116.63% 92.65% 3.13% *
</TABLE>

* June 11, 1992 (commencement of operations) through October 31, 1992.
+ Annualized.
** Includes the Fund's share of expenses allocated from PIC Balanced Portfolio.
++ Portfolio turnover rate of PIC Balanced Portfolio, in which all of the Fund's
assets are invested.

7 Prospectus
<PAGE>
Financial Highlights - continued

PIC Pinnacle Growth Fund

Selected Per-Share Data and Ratios
Years ended October 31, 1997*

Net asset value, beginning of period $ 10.00
Income from investment operations:
Net investment (loss) (.03)
Net realized and unrealized (loss) on investments 1.47
Total from investment operations 1.44
Net asset value, end of period $ 11.44
Total return 14.40%
- --------------------------------------------------------------------------------
Ratios and Supplemental Data:
Net assets, end of period (000) omitted $ 2.2
Ratio of expenses to average net assets 9.97%
Ratio of expenses to average net assets after expense reductions** 1.35%
Ratio of net investment income to average net assets (0.62)%
Portfolio turnover rate++ 67.54%
Average commission rate paid by Portfolio $ 0.0416

* February 3, 1997 (commencement of operations) through October 31, 1997.
+ Annualized.
** Includes the Fund's share of expenses allocated from PIC Growth Portfolio.
++ Portfolio turnover rate of PIC Growth Portfolio, in which all of the
Fund's assets are invested.

Prospectus 8
<PAGE>
PIC Pinnacle Small Company Growth Fund

Selected Per-Share Data and Ratios
Year ended October 31, 1997*

Net asset value, beginning of period $ 10.00
Income from investment operations:
Net investment (loss) (.03)
Net realized gain and unrealized (loss) on investments .45
Total from investment operations .42
Net asset value, end of period $ 10.42
Total return 4.20%
- -------------------------------------------------------------------------------
Ratios and Supplemental Data:
Net assets, end of period (000) omitted $ 3.1
Ratio of expenses to average net assets 11.55%
Ratio of expenses to average net assets after expense reductions** 1.55%
Ratio of net investment income to average net assets (1.14)%
Portfolio turnover rate++ 151.52%

* February 3, 1997 (commencement of operations) through October 31, 1997.
+ Annualized.
** Includes the Fund's share of expenses allocated from PIC Small Cap Portfolio.
++ Portfolio turnover rate of PIC Small Cap Portfolio, in which all of the
Fund's assets are invested.

9 Prospectus
<PAGE>
The Funds in Detail

Charter

Each Fund is a mutual fund: an investment that pools shareholders' money and
invests it toward a specified goal. In technical terms, each Fund is a
diversified series of PIC Investment Trust, which is an open-end management
investment company, organized as a Delaware business trust on December 11,
1991.

PIC is the advisor to the PIC Portfolios, in which the respective Funds invest.
Its address is 300 North Lake Avenue, Pasadena, CA 91101.

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'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.

Prospectus 10
<PAGE>
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.

PIC may use broker-dealers that sell shares of a Fund to carry out transactions
for the Portfolios, provided that the Portfolios receive brokerage services and
commission rates comparable to those of other broker-dealers.

PIC traces its origins to an investment partnership formed in 1951. It is now
an indirect, wholly owned subsidiary of United Asset Management Corporation
(UAM), a publicly owned corporation with headquarters located at One
International Place, Boston, MA 02110. UAM is principally engaged, through
affiliated firms, in providing institutional investment management services.

Information About the Funds' Investments

PIC Pinnacle Balanced Fund

The PIC Pinnacle Balanced Fund seeks to provide total return -- that is, a
combination of income and capital growth, while preserving capital, by investing
in the PIC Balanced Portfolio. In PIC's opinion, over time, stocks outperform
bonds and investments that are equivalent to cash; consequently, the Balanced
Portfolio attempts to achieve total return through investments in equity
securities.

In selecting investments for the Balanced Portfolio, PIC will include equity
securities of companies of various sizes which are currently experiencing an
above-average rate of earnings growth. In addition, PIC seeks 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 500 Composite Stock
Price Index for the same period. The Balanced Portfolio will invest in a range
of small, medium and large companies; 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 Balanced Portfolio invests typically average less than a 1% dividend.
Currently, approximately 70% of the equity securities in which the Balanced
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. 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 Portfolio to discuss their abilities to
generate strong revenue and earnings growth in the future.

11 Prospectus
<PAGE>
The Funds in Detail - continued

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 Balanced Portfolio will also invest no less than 25% of its assets in fixed
income senior securities, both to earn current income and to achieve gains from
an increase in the value of the fixed income securities. In general, prices of
fixed income securities rise when interest rates fall, and vice versa. Fixed
income securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer term fixed income securities
are generally more sensitive to interest rate changes than short term fixed
income securities.

The Balanced Portfolio may invest up to 70% of its total assets in fixed income
securities, but it may not invest in such securities unless they have been
rated at least BBB by Standard & Poor's Corporation (S&P) or Baa by Moody's
Investors Service, Inc. (Moody's), or if unrated by S&P and Moody's are of
comparable quality in PIC's opinion. Securities rated Baa by Moody's are
regarded as medium grade, but have speculative characteristics. If the rating
of a security is reduced after it is purchased, the Balanced Portfolio can
continue to hold it, but PIC will consider the rating reduction in determining
whether or not the security should be sold. See the SAI for a description of
S&P and Moody's ratings.

The Balanced Portfolio may also attempt to earn current income and reduce the
variability of the net asset value of its shares by investing a portion of its
assets in short term investments. In unusual circumstances, economic, monetary,
technical and other factors may cause PIC to assume a temporary, defensive
position during which all or a substantial portion of the Balanced Portfolio's
assets may be invested in short term instruments. Under normal market
conditions, it is expected that investments in such short term instruments may
range from zero (fully invested) to 20% of the Portfolio's assets.

The Balanced Portfolio may also invest up to 20% of its assets in foreign
securities.

PIC Pinnacle Growth Fund

PIC Pinnacle 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 such 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

Prospectus 12
<PAGE>
aggregate, are 1.5 times the average performance of the Standard & Poor's 500
Composite Stock Price Index for the same period. The Growth Portfolio will
invest in a range of small, medium and large companies; 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. PIC
supports its selection of individual securities through intensive research and
uses qualitative and quantitative disciplines to determine when securities
should be sold.

The Growth Portfolio may also invest up to 20% of its assets in foreign
securities.

PIC Pinnacle Small Company
Growth Fund

The PIC Pinnacle 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.

The Small Cap Portfolio may also invest up to 20% of its assets in foreign
securities.

Securities and
Investment Practices

13 Prospectus
<PAGE>
The Funds in Detail - continued

complete listing of each Fund's policies and limitations and more detailed
information about each Portfolio's investments is contained in the SAI.
Policies and limitations are considered at the time of purchase; the sale of
instruments is not required in the event of a subsequent change in
circumstances.

Restriction: With respect to 75% of total assets, a Portfolio may not own more
than 10% of the outstanding voting securities of a single issuer.

Repurchase Agreement. In a repurchase agreement, a Portfolio buys a security at
one price and simultaneously agrees to sell it back at a higher price. Delays
or losses could result if the other party to the agreement defaults or becomes
insolvent.

Exposure to Foreign Markets. A Portfolio may invest in foreign securities.

Options and Futures. A Portfolio has the right to use options and futures to
hedge its investments in securities, but PIC does not expect to use these
instruments during this fiscal year. A Fund will advise shareholders before any
investment in options or futures commences. See the SAI for details.

Prospectus 14
<PAGE>
fluctuations in foreign currencies, withholding or other taxes, operational
risks, increased regulatory burdens and the potentially less stringent investor
protection and disclosure standards of foreign markets. All of these factors
can make foreign investments, especially those in developing countries, more
volatile.

Options and futures, which are sometimes called derivative securities, also
entail certain risks, which are described in detail in the SAI.

Fundamental Investment Policies and Restrictions

The Balanced Fund seeks total return while preserving capital. The Growth Fund
and the Small Company Growth Fund each seek long term growth of capital. Each
Portfolio, with respect to 75% of total assets, may not invest more than 5% of
its total assets in any one issuer and may not own more than 10% of the
outstanding voting securities of a single issuer. Each Portfolio may not invest
more than 25% of its total assets in any one industry.

Breakdown of Expenses

Each Portfolio pays an investment advisory fee to PIC each month for managing
its investments. The Balanced Portfolio pays a fee at the annual rate of 0.60%
of its average net assets; the Growth and Small Cap Portfolios each pay a fee
at the annual rate of 0.80% of the Portfolio's average net assets.

While the investment advisory fee is a significant component of a Portfolio's
(and thus a Fund's) annual operating costs, each Fund also pays other expenses.
Each Fund pays shareholder servicing fees to financial services firms that sell
shares of the Funds, and these firms typically pass along a portion of these
fees to your financial representative for helping you with your investment in
the Fund. The maximum amount that a Fund may pay is .25% of its annual average
net assets (12b-1 fees). For additional information, see "Distribution Plan" in
the SAI. The Funds and the Portfolios each pay a monthly administration fee to
Investment Company Administration Corporation for managing some of their
business affairs. Each Portfolio pays a fee at the annual rate of 0.10% of
average net assets subject to an annual minimum of $45,000, and each Fund pays
an annual fee of $15,000. The Funds and the Portfolios also pay other expenses,
such as legal, audit, custodian and transfer agency fees, as well as the
compensation of Trustees who are not affiliated with PIC.

PIC has agreed to reimburse each Fund and Portfolio for investment advisory
fees and other expenses if they exceed a certain

15 Prospectus
<PAGE>
The Funds in Detail - continued

percentage of the Fund's average net assets. In the case of the Pinnacle
Balanced Fund, this limit is 1.05%; in the case of the Pinnacle Growth Fund,
the limit is 1.35%; and in the case of the Pinnacle Small Company Growth Fund,
the limit is 1.55%. PIC retains the ability to be repaid by a Fund if expenses
subsequently fall below the specified limit within the next three years. This
reimbursement arrangement, which may be terminated at any time without notice,
will decrease a Fund's expenses and boost its performance.

Performance

Mutual fund performance is commonly measured as total return. Total return is
the change in value of an investment over a given period, assuming reinvestment
of any dividends and capital gains. Total return reflects a Fund's performance
over a stated period of time. An average annual total return is a hypothetical
rate of return that, if achieved annually, would have produced the same total
return if performance had been constant over the entire period. Average annual
total return smooths out variations in performance; it is not the same as
actual year-by-year results.

Total return and average annual total return are based on past results and are
not a prediction of future performance. They do not include effect of income
taxes paid by shareholders. A Fund may sometimes show its performance compared
to certain performance rankings, averages or stock indices (described more
fully in the SAI).

Prior Performance of PIC

The following table sets forth PIC's composite performance data relating to the
historical performance of institutional private accounts managed by PIC, since
the date indicated, that have investment objectives, policies, strategies and
risks substantially similar to those of the Portfolios. The data is provided to
illustrate the past performance of PIC in managing substantially similar
accounts as measured against specified market indices and does not represent
the performance of any of the Portfolios. You should not consider this
performance data as an indication of future performance of any Portfolio or of
PIC.

Prospectus 16
<PAGE>
Composite combine the individual accounts' returns (calculated on a
time-weighted rate of return that is revalued whenever cash flows exceed $500)
by asset-weighting each individual account's asset value as of the beginning of
the month. Quarterly and yearly returns are calculated by geometrically linking
the monthly and quarterly returns, respectively. The yearly returns are
computed by geometrically linking the returns of each quarter within the
calendar year.

The institutional private accounts that are included in PIC's Composites are
not subject to the same types of expenses to which the Portfolios are subject
nor to the diversification requirements, specific tax restrictions and
investment limitations imposed on the Portfolios by the Investment Company Act
or the Internal Revenue Code. Consequently, the performance results for PIC's
Composites could have been adversely affected if the institutional private
accounts included in the Composites had been regulated as investment companies.
- ------------------------------
* AIMR is a non-profit membership and education organization with more than
60,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisers. These AIMR
performance presentation standards are intended to (i) promote full and fair
presentations by investment advisers of their performance results, and (ii)
ensure uniformity in reporting so that performance results of investment
advisers are directly comparable.

17 Prospectus
<PAGE>
The Funds in Detail - continued

The investment results of the PIC Composites presented below are unaudited and
are not intended to predict or suggest the returns that might be experienced by
the Portfolios or an individual investing in the Portfolios. Investors should
also be aware that the use of a methodology different from that used below to
calculate performance could result in different performance data.

<TABLE>
<CAPTION>
PIC S&P 500/ PIC Russell PIC Russell 2000
Year ended Balanced Lehman Growth 1000 Growth Small Cap Growth Stock
December 31, Composite Index(3) Composite Index(1) Composite Index(2)
<S> <C> <C> <C> <C> <C> <C>
1988 8.09% 12.91% 5.35% 11.27% 26.46% 20.37%
1989 34.91 24.49 45.78 35.92 48.65 20.17
1990 6.24 1.50 6.10 -0.26 -0.18 -17.41
1991 48.87 24.86 65.91 41.16 77.06 51.19
1992 5.63 7.70 6.01 5.00 5.24 7.77
1993 5.24 10.46 2.82 2.90 22.10 13.36
1994 -2.11 -0.57 -1.41 2.66 -2.17 -2.43
1995 23.84 29.96 27.85 37.19 60.13 31.04
1996 15.45 14.81 21.48 23.12 17.32 11.26
1997 22.69 23.66 27.84 30.49 -0.97 12.95
Last 5 years 12.56 15.17 15.02 18.41 17.32 12.74
Last 10 years 15.97 14.54 19.15 17.94 22.76 13.49
</TABLE>

(1) The Russell 1000 Growth Stock Index contains those securities in the
Russell 1000 Index with a greater-than-average growth orientation.
Companies in the Russell Growth Stock Index generally have higher
price-to-book and price-earnings ratios than the average for all companies
in the 1000 Index. The Russell 1000 Index is a widely regarded large cap
(market oriented) index of the 1,000 largest securities in the Russell 3000
Index, which comprises the 3,000 largest U.S. securities as determined by
total market capitalization. The Index reflects the reinvestment of income
dividends and capital gains distributions, if any, but does not reflect
fees, brokerage commissions or other expenses of investing.
(2) The Russell 2000 Growth Stock Index contains those securities in the
Russell 2000 Index with a greater-than-average growth orientation.
Companies in the Russell Growth Stock Index generally have higher
price-to-book and price-earnings ratios than the average for all companies
in the 2000 Index. The Russell 2000 Index is a widely regarded small-cap
index of the 2,000 smallest securities in the Russell 3000 Index, which
comprises the 3,000 largest U.S. securities as determined by total market
capitalization. The Index reflects the reinvestment of income dividends and
capital gains distributions, if any, but does not reflect fees, brokerage
commissions or other expenses of investing.
(3) The Index in this column has been calculated by a combination of the
Standard & Poor's 500 Composite Stock Price Index, an unmanaged index
containing common stocks of 500 industrial, transportation, utility and
financial companies, regarded as generally representative of the U.S. stock
market (60% of the data in this column), and the Lehman Brothers
Government/Corporate Bond Index, an unmanaged market-weighted index
consisting of all public obligations of the U.S. Government, its agencies
and instrumentalities, and all corporate issuers of fixed rate,
non-convertible, investment grade U.S. dollar denominated bonds having
maturities of greater than one year, regarded as generally representative
of the market for domestic bonds (40% of the data in this column). The
Index reflects the reinvestment of income dividends and capital gains
distributions, if any, but does not reflect fees, brokerage commissions or
other expenses of investing.

Prospectus 18
<PAGE>
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

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

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

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

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.

19 Prospectus
<PAGE>
Your Account - continued

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 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.

If you are investing by wire, please be sure to call (800) 618-7643 before
sending each wire.

First Fund Distributors, Inc., 4455 E. Camelback Road, Suite 261E, Phoenix AZ
85018, is the Trust's principal underwriter.

Minimum Investments

To Open an Account $2,000

For retirement accounts $500

For automatic investment plans $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: PIC Pinnacle Funds
P.O. Box 8943
Wilmington, DE 19899

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

Prospectus 20
<PAGE>
How to Sell Shares

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).

* 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

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:

PIC Pinnacle Funds
P.O. Box 8943
Wilmington, DE 19899

21 Prospectus
<PAGE>
Your Account - continued

Account Type Special Requirements

<TABLE>
<S> <C> <C> <C>
Phone All account types * Your telephone call must be received by
(800) 618-7643 except retirement 4 p.m. Eastern time to be redeemed on that
day.
- -------------------------------------------------------------------------------------------------
Mail or in Individual, Joint * The letter of instructions must be signed by all
Person Tenant, Sole Propri- persons required to sign for transactions,
etorship, UGMA, UTMA exactly as their names 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 corporate
Organization 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 before
except retirement 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.
</TABLE>

Prospectus 22
<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

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 and conveniently. 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.

Exchange Privilege. You may sell your Fund shares and buy shares of other PIC
Funds by telephone or in writing.

Exchange Restrictions. 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.

* Exchanges into each Fund are limited to five per calendar year.

The Funds reserve the right to terminate or modify the exchange privilege in
the future.

23 Prospectus
<PAGE>
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. The Balanced Fund pays quarterly dividends,
and the Growth and Small Company Growth Funds pay dividends, normally, in
December. Capital gains are also normally distributed in December.

Distribution Options

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.

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.

[GRAPHIC OMITTED] 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 earnings along to its
investors as distributions.

The Fund earns dividends from stocks and interest from short term investments
held by the Portfolio. These are passed along as dividend distributions. The
Fund realizes capital gains whenever the Portfolio sells securities for a
higher price than it paid for them. These are passed along as capital gain
distributions.

Taxes

As with any investment, you should consider how your investment in a Fund will
be taxed. If your account is not a tax-deferred retirement account, you should
be aware of these tax implications.

Taxes on distributions. Distributions are subject to federal income tax, and may
also be subject to state or local taxes. If you live outside the United States,
your distributions could also be taxed by the country in which you reside. Your
distributions are taxable when they are paid, whether you take them in cash or
reinvest them. However, distributions declared in December and paid in January
are taxable as if they were paid on December 31.

Prospectus 24
<PAGE>
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 them.

Transaction Details

Each Fund is open for business each day the New York Stock Exchange (NYSE) is
open. PIC calculates each Fund's NAV as of the close of business of the NYSE,
normally 4 p.m. Eastern time.

You may initiate many transac-tions by telephone. PIC may only be liable for
losses resulting from unauthorized transactions if it does not follow
reasonable procedures designed to verify the identity of 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

25 Prospectus
<PAGE>
Shareholder Account Policies - continued

purchase order, including certain purchases by exchange. See "Exchange
Restrictions" on page 23. Purchase orders may be refused if, in PIC's opinion,
they would disrupt management of the Fund.

When you place an order to buy shares, your order will be processed at the next
NAV calculated after your order is received and accepted. Note the following:

* 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.

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.

When you place an order to sell shares, your shares will be sold at the next NAV
calculated after your request is received and accepted. Note the following:

* 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 that $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.

Prospectus 26
<PAGE>
General Information

27 Prospectus
<PAGE>
General Information - continued

Year 2000 Risk. Like other business organizations around the world, the Fund
could be adversely affected if the computer systems used by its investment
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 Fund.

Prospectus 28
<PAGE>
PIC INVESTMENT TRUST

Statement of Additional Information

Dated March 2, 1998

This Statement of Additional Information is not a prospectus, and it should be
read in conjunction with the applicable prospectus of the PIC Pinnacle Balanced
Fund (formerly PIC Institutional Balanced Fund), PIC Pinnacle Growth Fund and
PIC Pinnacle Small Company Growth Fund, series of PIC Investment Trust (the
"Trust"), which share a common prospectus. There are five other series of the
Trust: the PIC Growth Fund, PIC Mid Cap Fund, PIC Small Company Growth Fund, PIC
Small Cap Growth Fund and Provident Tax Managed Growth Fund, which have separate
Statements of Additional Information. The PIC Pinnacle Balanced Fund (the
"Balanced Fund") invests in the PIC Balanced Portfolio; the PIC Pinnacle Growth
Fund (the "Growth Fund") invests in the PIC Growth Portfolio; the PIC Pinnacle
Small Company Growth Fund (the "Small Company Growth Fund") invests in the PIC
Small Cap Portfolio. (In this Statement of Additional Information, the Balanced
Fund, the Growth Fund and the Small Company Growth Fund may be referred to as
the "Funds", and the PIC Balanced Portfolio, PIC Growth 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

Cross-reference to page in
in the prospectus of the PIC
Pinnacle Funds:
--------------
Investment Objective and Policies B-3
The Balanced Fund.............. B-3
The Growth Fund ............... B-3
The Small Company Growth Fund B-3
Investment Restrictions........ B-3
Repurchase Agreements.......... B-5
Options Activities............. B-5
Futures Contracts.............. B-6
Foreign Securities............. B-7
Forward Foreign Currency
Exchange Contracts......... B-7
Segregated Accounts............ B-8
Debt Securities and
Ratings.................... B-8
Management........................... B-9
Custodian and Auditors............... B-14
Portfolio Transactions and
Brokerage...................... B-14
B-1
<PAGE>
Additional Purchase and
Redemption Information....... B-15
Net Asset Value...................... B-15
Taxation............................. B-15
Dividends and Distributions.......... B-16
Performance Information.............. B-16
General Information.................. B-17
Financial Statements................. B-18
Appendix............................. B-18
B-2
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

The Pinnacle Balanced Fund

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

The Pinnacle Growth Fund

The investment objective of the Pinnacle Growth Fund is to provide
long-term growth of capital. There is no assurance that the Pinnacle Growth Fund
will achieve its objective. The Pinnacle 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
Pinnacle Growth Fund. The discussion below supplements information contained in
the prospectus as to investment policies of the Pinnacle Growth Fund and the
Growth Portfolio. Because the investment characteristics of the Pinnacle 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 Pinnacle Small Company Growth Fund

The investment objective of the Pinnacle Small Company Growth Fund is
to provide capital appreciation. There is no assurance that Fund will achieve
its objective. The 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 Pinnacle Small
Company Growth Fund. The discussion below supplements information contained in
the prospectus as to investment policies of the Pinnacle Small Company Growth
Fund and the Small Cap Portfolio. Because the investment characteristics of the
Pinnacle 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.
B-3
<PAGE>
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:

2. Make short sales of securities or maintain a short position,
except for short sales against the box;

3. Purchase securities on margin, except such short-term credits as
may be necessary for the clearance of transactions;

4. Write put or call options, except that the Balanced Portfolio may
write covered call and cash secured put options on debt securities, and 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);

8. Purchase or sell commodities or commodity futures contracts,
except that any Portfolio may purchase and sell stock index futures contracts
and the Balanced Portfolio may purchase and sell interest rate 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, pursuant to positions taken by federal and
state regulatory authorities:

No Portfolio may:
B-4
<PAGE>
1. Purchase any security if as a result the Portfolio would then hold
more than 10% of any class of voting securities of an issuer (taking all common
stock issues as a single class, all preferred stock issues as a single class,
and all debt issues as a single class);

Repurchase Agreements

Options Activities

The Balanced Portfolio may write (i.e., sell) call options ("calls")
on debt securities, and 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
Balanced or 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
B-5
<PAGE>
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 Balanced and Small Cap Portfolios 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 Balanced and Small Cap Portfolios also may write and purchase put
options ("puts"). When the Portfolio writes a put, it receives a premium and
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.

Futures Contracts

The Balanced Portfolio may buy and sell interest rate futures
contracts, and all 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.

Foreign Securities

Forward Foreign Currency Exchange Contracts

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
the 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 the 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
B-7
<PAGE>
strategy is highly uncertain. Forward contracts involve the risk that
anticipated currency movements will not be accurately predicted, causing the
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 the 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.

Segregated Accounts

Debt Securities and Ratings

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.

Bernard J. Johnson (age 73), Retired; formerly Chairman Emeritus of the Advisor
Trustee Emeritus
300 North Lake Avenue
Pasadena, CA 91101

Jeffrey D. Lovell (age 45), Trustee Managing Director, President and co-founder
11150 Santa Monica Blvd., Ste 1650 of Putnam, Lovell & Thornton, Inc.
Los Angeles, CA 90025 (investment bankers)

Jeffrey J. Miller (age 47), President Managing Director and Secretary of the Advisor;
and Trustee* President and Trustee of each of the Portfolios
300 North Lake Avenue
Pasadena, CA 91101

Wayne H. Smith (age 56), Trustee Vice President and Treasurer of Avery Dennison
150 N. Orange Grove Blvd. Corporation (pressure sensitive material and office products
Pasadena, CA 91103 manufacturer)

Thad M. Brown (age 47), Vice Senior Vice President and Chief Financial Officer
President, Secretary and of the Advisor
Treasurer of the Trust
300 North Lake Avenue
Pasadena, CA 91101
</TABLE>

The Trustees and officers of each of the Portfolios, their business
address and their occupations during the past five years are:
<TABLE>
<S> <C>
Richard N. Frank (age 74), Trustee Chief Executive Officer, Lawry's
234 E. Colorado Blvd. Restaurants, Inc.; formerly Chairman
Pasadena, CA 91101 of Lawry's Foods, Inc.

Bernard J. Johnson (age 73), Retired; formerly Chairman Emeritus of the Advisor
Trustee Emeritus
300 North Lake Avenue
Pasadena, CA 91101
</TABLE>
B-9
<PAGE>
<TABLE>
<S> <C>
James Clayburn LaForce (age 69), Dean Emeritus, John E. Anderson Graduate School of
Trustee Management, University of California, Los Angeles.
P.O. Box 1585 Director of The BlackRock Funds. Trustee of Payden &
Pauma Valley, CA 92061 Rygel Investment Trust. Director of the Timken Co., Rockwell
International, Eli Lilly, Jacobs Engineering Group and Imperial
Credit Industries.

Jeffrey J. Miller (age 47), President Managing Director and Secretary of the Advisor
and Trustee*
300 North Lake Avenue
Pasadena, CA 91101

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

* denotes Trustees who are "interested persons" of the Trust or Portfolios under
the 1940 Act.

Deferred
Compensation
Name of Trustee Total 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 three 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 Balanced Fund as of January 31, 1998:
B-10
<PAGE>
Gilbert Papazian IRA
1445 S. Down Road
Hillsborough, CA 94163 - 6.17%

Compass Bank Trustee
For Alfa Mutual Insurance Comapny
P. O. Box 11000
Montgomery, AL 36191 - 34.26%

Rita Moya Trustee for
National Health Foundation, Inc.
201 N. Figueroa
Los Angeles, CA 90012 - 9.29%

Fleet National Bank Trustee
for Davies Medical Pension Plan
PO Box 92800
Rochester, NY 14692 - 31.20%

The following persons, to the knowledge of the Trust, owned more than
5% of the outstanding shares of the Pinnacle Growth Fund as of January 31, 1998:

Wilmington Trust Co.
FBO Mustang Emplye 401K
A/C 43007-5
1100 N. Market Street
Wilmington, DE 19890-0001 - 99.95 %

The following persons, to the knowledge of the Trust, owned more than
5% of the outstanding shares of the Pinnacle Small Company Growth Fund as of
January 31, 1998:

Wilmington Trust Co. Trustee
For Figgie Int'l Inv Retirement & Profit Sharing Trust
SUPP SVS & TR 401K Plan
A/C 42171-6
c/o Mutual Funds
1100 N.. Market Street
Wilmington, DE 19890-0001 - 49.10%

Wilmington Trust Co. Trustee
FBO Catholic Healthcare West Medical
Foundation Money Purchase P/P Tr
A/C 42785-2
1100 N. Market Street
Wilmington, DE 19890-0001 - 13.27%

Wilmington Trust Co. Trustee
For Figgie Int'l Inv Retirement & Profit Sharing Trust
SUPP RET SVS & TR 401K Plan
ALF A/C 42174-0
c/o Mutual Funds
1100 N. Market Street
Wilmington, DE 19890-0001 - 10.31%
B-11
<PAGE>
Merril Lynch Trust Co. Trustee
FBO Qualified Retirement Plans
265 Davidson Avenue
Somerset, NJ 08873 - 8.52%

As of January 31, 1998, shares of any of the Funds owned by the
Trustees and officers as a group were less than 1%.

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.

For its services, the Advisor receives a fee from the Balanced
Portfolio at an annual rate of 0.60% of its average net assets, 0.80% of the
Growth Portfolio's average net assets and 0.80% of the Small Cap Portfolio's
average net assets. During the fiscal years ended October 31, 1997, 1996, and
1995, the Advisor earned fees pursuant to the Advisory Agreements as follows:
from the Balanced Portfolio, $153,518, $74,462 and $77,098, respectively; from
the Growth Portfolio, $838,058, $949,431 and $1,536,297, respectively; and from
the Small Cap Portfolio, $1,525,768, $1,395,748 and $771,499, respectively.
However, the Advisor has agreed to limit the aggregate expenses of the Balanced
Portfolio to 0.80% of average net assets, and 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 Balanced Portfolio that exceeded these expense
limits in the amounts of $91,689, $111,580 and $100,695 during the fiscal years
ended October 31, 1997, 1996 and 1995, respectively. The Advisor paid expenses
of the Growth Portfolio that exceeded these expense limits in the amounts of
$48,003, $64,401 and $21,828 during the fiscal years ended October 31, 1997,
1996 and 1995, respectively. The Advisor paid expenses of the Small Cap
Portfolio that exceeded these expense limits in the amounts of $24,879, $26,098
and $66,713 during the fiscal years ended October 31, 1997, 1996 and 1995,
respectively.
B-12
<PAGE>
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 Advisor also provided 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, 1997, 1996 and 1995, the Adviser earned fees from
the Pinnacle Balanced Fund of $52,139, $24,822 and $25,721, respectively. For
the fiscal year ended October 31, 1997, the Advisor earned fees of $1,029 from
the Pinnacle Growth Fund and $1,993 from the Pinnacle Small Company Growth Fund.
Prior to 1997, the Pinnacle Growth Fund and Pinnacle Small Company Growth Fund
were not in existence. However, the Advisor agreed to limit the aggregate
expenses of the Pinnacle Balanced Fund, Pinnacle Growth Fund and Pinnacle Small
Company Growth Fund to 1.05%, 1.35% 1.55%, respectively, of each Fund's average
net assets. As a result, for the fiscal year ended October 31, 1997, the Advisor
waived fees and reimbursed expenses of the Funds as follows:

Waived Reimbursed
Fees Expenses
---- --------
Balanced Fund $51,137 $45,926
Growth Fund $ 1,029 $64,841
Small Company Growth Fund $ 1,993 $72,680

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

During each of the fiscal years ended October 31, 1997, 1996 and 1995,
the Pinnacle Balanced Fund paid the Administrator fees in the amount of $15,000.
During the fiscal year ended October 31, 1997, the Pinnacle Growth and Pinnacle
Small Company Growth Funds each paid the Administrator fees in the amount of
$11,300. The Pinnacle Growth Fund and Pinnacle Small Company Growth Fund were
not in operation prior to 1997.

During the fiscal years ended October 31, 1997, 1996 and 1995, the
Balanced Portfolio paid the Administrator fees in the amount of $25,586, $12,410
and $12,850, respectively. During the fiscal years ended
B-13
<PAGE>
October 31, 1997, 1996 and 1995, the Growth Portfolio paid the Administrator
fees in the amount of $103,757, $118,678 and $192,037, respectively. During the
fiscal years ended October 31, 1997, 1996 and 1995, the Small Cap Portfolio paid
the Administrator fees in the amount of $190,721, $174,469 and $96,687,
respectively.

Distribution Plan

The Trustees and shareholders of the Trust have adopted, on behalf of
the PIC Pinnacle Balanced, Growth and Small Company Growth Funds, a Distribution
Plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. The Plan provides
that each Fund will pay a fee to the Distributor at an annual rate of 0.25% of
each Fund's average daily net assets for expenses incurred in marketing shares
of the Funds, including advertising, printing and compensation to securities
dealers or other industry professionals.

For the fiscal year ended October 31, 1997, the Pinnacle Balanced Fund,
Pinnacle Growth Fund and Pinnacle Small Company Growth Fund paid the Distributor
fees of $18,689, $1,910 and $1,867, respectively.

CUSTODIAN AND AUDITORS

The Trust's custodian, Provident National Bank, 200 Stevens Drive,
Lester, PA 19113 is responsible for holding the Funds' assets, and Provident
Financial Processing Corporation, 400 Bellevue Parkway, Wilmington, DE 19809,
acts as the Trust's transfer agent. 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.

PORTFOLIO TRANSACTIONS AND BROKERAGE

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, 1996 and 1995, the amount of brokerage
commissions paid by the Balanced Portfolio were $24,471 , $8,805 and $19,998,
respectively. During the fiscal years ended October 31, 1997, 1996 and 1995, the
amount of brokerage commissions paid by the Growth Portfolio were $110,376,
$148,938 and $243,060, respectively. During the fiscal years ended October 31,
1997, 1996 and 1995, the amount of brokerage commissions paid by the Small Cap
Portfolio were $218,087, $115,709 and $59,282, respectively.
B-14
<PAGE>
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 of such accounts may be useful to the
Portfolios.

The debt securities which will be a major component of the Balanced
Portfolio's portfolio 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.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

NET ASSET VALUE

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.

TAXATION

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
B-15
<PAGE>
or currencies; (2) less than 30% of each Fund's gross income each taxable year
may be derived from the sale or other disposition of securities held for less
than three months; (3) 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 (4) 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.

DIVIDENDS AND DISTRIBUTIONS

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

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
B-16
<PAGE>
redeemable value. Average annual total return assumes the reinvestment of all
dividends and distributions.

Yield

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

Other information

GENERAL INFORMATION

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
B-17
<PAGE>
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.

FINANCIAL STATEMENTS

The annual report to shareholders for the Funds for the fiscal year
ended October 31, 1997 is a separate document supplied with this Statement of
Additional Information, and the financial statements, accompanying notes and
report of independent accountants appearing therein are incorporated by
reference into this Statement of Additional Information.

APPENDIX
Description of Ratings

Moody's Investors Service, Inc.: Corporate Bond Ratings

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.
B-18
<PAGE>
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 Corporation: Corporate Bond Ratings

AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

Commercial Paper Ratings

Item 24. Financial Statements and Exhibits.
(a) Financial Statements:

The following financial statements are included in the Prospectus of
the PIC Pinnacle Growth, Balanced and Small Company Growth Funds included in
this Post-Effective Amendment:

PIC Pinnacle Balanced Fund --
Financial Highlights
PIC Pinnacle Growth Fund --
Financial Highlights
PIC Pinnacle Small Company Growth Fund --
Financial Highlights

The following financial statements are included in the Prospectus of
the PIC Growth, Mid Cap and Small Company Growth Funds included in this Post-
Effective Amendment:

PIC Growth Fund --
Financial Highlights
PIC Small Company Growth Fund --
Financial Highlights

The following financial statements are included in the Prospectus of
the PIC Small Cap. Growth Fund included in this Post-Effective Amendment:

PIC Small Cap. Growth Fund --
Financial Highlights

The following financial statements are incorporated into Part B of this
Post-Effective Amendment by reference to the Annual Report to Shareholders for
the fiscal year ended October 31, 1996:

PIC Pinnacle Balanced Fund --
Statement of Assets and Liabilities, October 31, 1997
Statement of Operations, Year Ended October 31, 1997
Statement of Changes in Net Assets

PIC Balanced Portfolio--
Statement of Net Assets, October 31, 1997
Statement of Operations, Year Ended October 31, 1997
Statement of Changes in Net Assets

PIC Pinnacle Growth Fund --
Statement of Assets and Liabilities, October 31, 1997
Statement of Operations, Year Ended October 31, 1997
Statement of Changes in Net Assets
C-1
<PAGE>
PIC Growth Fund --
Statement of Assets and Liabilities, October 31, 1997
Statement of Operations, Year Ended October 31, 1997
Statement of Changes in Net Assets

PIC Growth Portfolio--
Statement of Net Assets, October 31, 1997
Statement of Operations, Year Ended October 31, 1997
Statement of Changes in Net Assets

PIC Pinnacle Small Company Growth Fund --
Statement of Assets and Liabilities, October 31, 1997
Statement of Operations, Year Ended October 31, 1997
Statement of Changes in Net Assets

PIC Small Company Growth Fund --
Statement of Assets and Liabilities, October 31, 1997
Statement of Operations, Year Ended October 31, 1997
Statement of Changes in Net Assets

PIC Small Cap. Growth Fund --
Statement of Assets and Liabilities, October 31, 1997
Statement of Operations, Year Ended October 31, 1997
Statement of Changes in Net Assets

PIC Small Cap. Portfolio--
Statement of Net Assets, October 31, 1997
Statement of Operations, Year Ended October 31, 1997
Statement of Changes in Net Assets

Notes to Financial Statements
Independent Auditor's Report

(b) Exhibits:
(1) Declaration of Trust(3)
(2) By-Laws(3)
(3) Not applicable
(4) Specimen stock certificate(3)
(5) Management Agreement(5)
(6) Distribution Agreement(3)
(7) Not applicable
(8) Custodian Agreement(1)
(9) (i) Administration Agreement with Investment Company
Administration Corporation(3)
(ii) Administration Agreement with Provident
Investment Counsel(3)
(10) Opinion and consent of counsel(3)
(11) Consent of McGladrey & Pullen
(12) Not applicable
(13) Investment letter(3)
(14) Individual Retirement Account forms(2)
(15) Distribution Plan pursuant to Rule 12b-1(4)
C-2
<PAGE>
(16) Not applicable
(17) Financial Data Schedules

1 Previously filed with Pre-effective Amendment No. 1 to the
Registration Statement on Form N-1A of PIC Investment Trust, File No 33-44579,
on April 16, 1992 and incorporated herein by reference.

2 Previously filed with Post-effective Amendment No. 1 to the
Registration Statement on Form N-1A of PIC Investment Trust, File No 33-44579,
on April 7, 1993 and incorporated herein by reference.

3 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.

4 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.

5 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.

Item 25. Persons Controlled by or under Common Control with Registrant.

As of January 31, 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 26. Number of Holders of Securities.

As of January 31, 1998, the number of shareholders of each series of
the Trust was as follows:

PIC Pinnacle Balanced Fund 75
PIC Pinnacle Growth Fund 2
PIC Pinnacle Small Company Growth Fund 52
PIC Growth Fund 323
PIC Mid Cap. Fund 36
PIC Small Company Growth Fund 129
PIC Small Cap. Growth Fund 53
PIC Provident Tax Managed Growth Fund 5

Item 27. 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
C-3
<PAGE>
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.

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 been adjudged to be 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
C-4
<PAGE>
(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.

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 liable by
reason 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
C-5
<PAGE>
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.

Item 28. Business and Other Connections of Investment Adviser.

Not applicable.

Item 29. 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 Purmisa Fund

Professionally Managed Portfolios

Jurika & Voyles Fund Group

Kayne Anderson Mutual Funds
C-6
<PAGE>
Masters' Select Investment Trust

O'Shaughnessy Funds, Inc.

PIC Investment Trust

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

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

Steven J. Paggioli Vice President & Assistant
479 West 22nd Street Secretary Secretary
New York, New York 10011
</TABLE>
(c) Not applicable.

Item 30. Location of Accounts and Records.

The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession of Registrant and
Registrant's custodian, as follows: the documents required to be maintained by
paragraphs (4), (5), (6), (7), (10) and (11) of Rule 31a-1(b) will be maintained
by the Registrant, and all other records will be maintained by the Custodian.

Item 31. Management Services.

Not applicable.

Item 32. 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-7
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and 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 27th day of February, 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 February 27, 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 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
and State of California on the 27th day of February, 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 February 27, 1998.

Signature Title
--------- -----

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

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

PIC MidCap 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 27th day of February, 1998.
PIC MIDCAP 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 February 27, 1998.

Signature Title
--------- -----

Jeffrey J. Miller* President and Trustee
- ------------------------- of PIC MidCap Portfolio
Jeffrey J. Miller

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

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

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

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

*/s/ 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 27th day of February, 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 February 27, 1998.

Signature Title
--------- -----

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

* /s/ 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 27th day of February, 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 February 27, 1998.

Signature Title
--------- -----

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

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

[GRAPHIC OMITTED]

McGLADREY & PULLEN, LLP
-----------------------
Certified Public Accountants and Consultants

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use of our reports dated December 5, 1997 on the
financial statements of the following funds referred to therein, all of which
are series of PIC Investment Trust; which financial statements are incorporated
by reference in Post-Effective Amendment No. 20 to the Trust's Registration
Statement.

PIC Growth Fund
PIC Small Company Growth Fund
PIC Pinnacle Balanced Fund
PIC Pinnacle Growth Fund
PIC Pinnacle Small Company Growth Fund
PIC Small Cap Growth Fund
PIC Mid Cap Fund

We also consent to the reference to our Firm in the Prospectus under the caption
"Financial Highlights" and in the Statement of Additional Information under the
caption "Custodian and Auditors".

/s/ McGladrey & Pullen, LLP

New York, New York
February 25, 1998

<ARTICLE> 6
<CIK> 882129
<NAME> PIC INVESTMENT TRUST
<SERIES>
<NUMBER> 1
<NAME> PIC PINNACLE BALANCED FUND
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> OCT-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 35,383,337
<RECEIVABLES> 25,168
<ASSETS-OTHER> 10,570
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 35,422,075
<PAYABLE-FOR-SECURITIES> 51,434
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 27,583
<TOTAL-LIABILITIES> 79,017
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 28,129,404
<SHARES-COMMON-STOCK> 2,279,091
<SHARES-COMMON-PRIOR> 1,637,964
<ACCUMULATED-NII-CURRENT> 26,026
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,283,781
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,903,847
<NET-ASSETS> 35,343,058
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 345,592
<EXPENSES-NET> 63,921
<NET-INVESTMENT-INCOME> 281,671
<REALIZED-GAINS-CURRENT> 2,294,629
<APPREC-INCREASE-CURRENT> 2,395,328
<NET-CHANGE-FROM-OPS> 4,971,628
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 266,681
<DISTRIBUTIONS-OF-GAINS> 953,528
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,532,116
<NUMBER-OF-SHARES-REDEEMED> 269,095
<SHARES-REINVESTED> 91,290
<NET-CHANGE-IN-ASSETS> 22,474,854
<ACCUMULATED-NII-PRIOR> 31,791
<ACCUMULATED-GAINS-PRIOR> 729,850
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 160,984
<AVERAGE-NET-ASSETS> 25,506,187
<PER-SHARE-NAV-BEGIN> 13.91
<PER-SHARE-NII> 0.16
<PER-SHARE-GAIN-APPREC> 2.64
<PER-SHARE-DIVIDEND> (0.16)
<PER-SHARE-DISTRIBUTIONS> (1.04)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.51
<EXPENSE-RATIO> 1.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 882129
<NAME> PIC INVESTMENT TRUST
<SERIES>
<NUMBER> 2
<NAME> PIC GROWTH FUND
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> OCT-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 79,991,390
<RECEIVABLES> 70,162
<ASSETS-OTHER> 34,162
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 80,095,714
<PAYABLE-FOR-SECURITIES> 53,374
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 41,532
<TOTAL-LIABILITIES> 94,906
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 45,528,365
<SHARES-COMMON-STOCK> 4,409,676
<SHARES-COMMON-PRIOR> 7,829,510
<ACCUMULATED-NII-CURRENT> (404,243)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,527,561
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 20,349,125
<NET-ASSETS> 80,000,808
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> (131,399)
<EXPENSES-NET> 259,725
<NET-INVESTMENT-INCOME> (391,124)
<REALIZED-GAINS-CURRENT> 32,173,750
<APPREC-INCREASE-CURRENT> (7,723,822)
<NET-CHANGE-FROM-OPS> 24,058,704
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 13,410,970
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 939,090
<NUMBER-OF-SHARES-REDEEMED> 4,585,554
<SHARES-REINVESTED> 912,467
<NET-CHANGE-IN-ASSETS> (36,084,072)
<ACCUMULATED-NII-PRIOR> (882,189)
<ACCUMULATED-GAINS-PRIOR> 8,713,709
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 369,869
<AVERAGE-NET-ASSETS> 103,889,729
<PER-SHARE-NAV-BEGIN> 16.25
<PER-SHARE-NII> (0.15)
<PER-SHARE-GAIN-APPREC> 3.98
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 1.94
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.14
<EXPENSE-RATIO> 1.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 882129
<NAME> PIC INVESTMENT TRUST
<SERIES>
<NUMBER> 3
<NAME> PIC PINNACLE GROWTH FUND
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> OCT-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 2,153,087
<RECEIVABLES> 8,770
<ASSETS-OTHER> 38,923
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,200,780
<PAYABLE-FOR-SECURITIES> 30,995
<SENIOR-LONG-TERM-DEBT> 19,373
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 50,368
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,090,651
<SHARES-COMMON-STOCK> 187,980
<SHARES-COMMON-PRIOR> 100
<ACCUMULATED-NII-CURRENT> (4,736)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (11,823)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 76,320
<NET-ASSETS> 2,150,412
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> (2,062)
<EXPENSES-NET> 2,674
<NET-INVESTMENT-INCOME> (4,736)
<REALIZED-GAINS-CURRENT> (11,823)
<APPREC-INCREASE-CURRENT> 76,320
<NET-CHANGE-FROM-OPS> 59,761
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 206,342
<NUMBER-OF-SHARES-REDEEMED> 18,362
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2,150,412
<ACCUMULATED-NII-PRIOR> 1
<ACCUMULATED-GAINS-PRIOR> (103)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 68,544
<AVERAGE-NET-ASSETS> 764,115
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (0.03)
<PER-SHARE-GAIN-APPREC> 1.47
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.44
<EXPENSE-RATIO> 1.35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 882129
<NAME> PIC INVESTMENT TRUST
<SERIES>
<NUMBER> 4
<NAME> PIC SMALL CAP GROWTH FUND
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> OCT-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 105,538,102
<RECEIVABLES> 73,228
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 105,611,330
<PAYABLE-FOR-SECURITIES> 71,294
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 20,837
<TOTAL-LIABILITIES> 92,131
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 90,512,328
<SHARES-COMMON-STOCK> 4,382,561
<SHARES-COMMON-PRIOR> 9,428,356
<ACCUMULATED-NII-CURRENT> (821,141)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 11,780,610
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,047,402
<NET-ASSETS> 105,519,199
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> (808,092)
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> (808,092)
<REALIZED-GAINS-CURRENT> 74,102,539
<APPREC-INCREASE-CURRENT> (68,286,326)
<NET-CHANGE-FROM-OPS> 5,088,121
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (2,548,960)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,598,735
<NUMBER-OF-SHARES-REDEEMED> 9,783,763
<SHARES-REINVESTED> 110,728
<NET-CHANGE-IN-ASSETS> (90,569,653)
<ACCUMULATED-NII-PRIOR> (2,426,066)
<ACCUMULATED-GAINS-PRIOR> 6,347,930
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 428,806
<AVERAGE-NET-ASSETS> 167,300,312
<PER-SHARE-NAV-BEGIN> 23.19
<PER-SHARE-NII> (0.40)
<PER-SHARE-GAIN-APPREC> 1.58
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.29)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 24.08
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 882129
<NAME> PIC INVESTMENT TRUST
<SERIES>
<NUMBER> 5
<NAME> PIC SMALL COMPANY GROWTH FUND
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> OCT-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 31,033,620
<RECEIVABLES> 8,508
<ASSETS-OTHER> 10,028
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 31,052,156
<PAYABLE-FOR-SECURITIES> 7,317
<SENIOR-LONG-TERM-DEBT> 31,092
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 38,409
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,683,152
<SHARES-COMMON-STOCK> 3,128,142
<SHARES-COMMON-PRIOR> 2,679,789
<ACCUMULATED-NII-CURRENT> (217,893)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,460,268)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,008,756
<NET-ASSETS> 31,013,747
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> (122,395)
<EXPENSES-NET> (93,954)
<NET-INVESTMENT-INCOME> (216,349)
<REALIZED-GAINS-CURRENT> (1,960,254)
<APPREC-INCREASE-CURRENT> 5,591,606
<NET-CHANGE-FROM-OPS> 3,415,003
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,218,198
<NUMBER-OF-SHARES-REDEEMED> 636,830
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 25,822,327
<ACCUMULATED-NII-PRIOR> (64,754)
<ACCUMULATED-GAINS-PRIOR> (3,647,273)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 129,577
<AVERAGE-NET-ASSETS> 22,621,638
<PER-SHARE-NAV-BEGIN> 9.48
<PER-SHARE-NII> (0.05)
<PER-SHARE-GAIN-APPREC> 0.48
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.91
<EXPENSE-RATIO> 1.45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 882129
<NAME> PIC INVESTMENT TRUST
<SERIES>
<NUMBER> 6
<NAME> PIC PINNACLE SMALL COMPANY GROWTH FUND
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> OCT-31-1997
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 3,083,885
<RECEIVABLES> 2,969
<ASSETS-OTHER> 29,139
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,115,993
<PAYABLE-FOR-SECURITIES> 18,194
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 17,765
<TOTAL-LIABILITIES> 35,959
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,091,333
<SHARES-COMMON-STOCK> 295,534
<SHARES-COMMON-PRIOR> 28,363
<ACCUMULATED-NII-CURRENT> (8,545)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (57,494)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 54,740
<NET-ASSETS> 3,080,034
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> (4,437)
<EXPENSES-NET> 4,108
<NET-INVESTMENT-INCOME> (8,545)
<REALIZED-GAINS-CURRENT> (57,494)
<APPREC-INCREASE-CURRENT> 54,740
<NET-CHANGE-FROM-OPS> (11,299)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 317,026
<NUMBER-OF-SHARES-REDEEMED> 21,492
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,080,034
<ACCUMULATED-NII-PRIOR> (370)
<ACCUMULATED-GAINS-PRIOR> (42,896)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 78,781
<AVERAGE-NET-ASSETS> 746,918
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (.03)
<PER-SHARE-GAIN-APPREC> 0.45
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.42
<EXPENSE-RATIO> 1.55
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>