PROVIDENT INVESTMENT COUNSEL
----------------------------
MUTUAL FUNDS
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PINNACLE FUNDS
BALANCED FUND A
GROWTH FUND A
MID CAP FUND A
SMALL COMPANY GROWTH FUND A
PROSPECTUS
March 1, 1999
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
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.
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CONTENTS
KEY FACTS 3 The Funds at a Glance
3 The Principal Risks of Investing in
the Funds
4 Who May Want to Invest
4 Performance
7 Fees and Expenses
8 Structure of the Funds and
the Portfolios
THE FUNDS IN DETAIL 9 More Information About the
Funds' Investments, Strategies and
Risks
11 Management
12 PIC's Historical Performance Data
YOUR ACCOUNT 14 Sales Charges
14 Sales Charge Waivers
14 Sales Charge Reductions
15 12b-1 Plan
16 Ways to Set Up Your Account
17 Calculation of Net Asset Value
17 How to Buy Shares
17 How to Sell Shares
19 Important Redemption Information
20 Investor Services
SHAREHOLDER ACCOUNT 21 Dividends, Capital Gains
POLICIES and Taxes
21 Distribution Options
21 Understanding Distributions
21 Transaction Details
23 Year 2000 Risk
24 Financial Highlights
PROSPECTUS
2
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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, 1998, total assets under
PIC's management were over $20 billion.
STRUCTURE: Unlike most mutual funds, each Fund's investment in portfolio
securities is indirect. A Fund first invests all of its assets in a PIC
Portfolio. The PIC Portfolio, in turn, acquires and manages individual
securities. Each Fund has the same investment objective as the PIC Portfolio in
which it invests. Investors should carefully consider this investment approach.
PINNACLE BALANCED FUND A
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 bonds.
PINNACLE GROWTH FUND A
GOAL: Long-term growth of capital.
STRATEGY: Invests, through the PIC Growth Portfolio, in high quality growth
stocks.
PINNACLE MID CAP FUND A
GOAL: Long-term growth of capital.
STRATEGY: Invests through the PIC Mid Cap Portfolio, mainly in equity
securities of medium-sized companies.
PINNACLE SMALL COMPANY
GROWTH FUND A
GOAL: Long-term growth of capital.
STRATEGY: Invests, through the PIC Small Cap Portfolio, mainly in equity
securities of small companies.
THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS
The value of each Fund's investments will vary from day to day. Value generally
reflects market conditions, interest rates and other company, political and
economic news. In the short term, stock prices can rise and fall dramatically
in response to these factors. And stock prices may decline for extended
periods. When you sell your shares, you may lose money.
The securities of small, less well-known companies (including medium-sized
companies) may be more volatile than those of larger companies.
Investment in foreign companies involves greater risk than investments in
domestic companies. These include risks relating to political and economic
factors and currency fluctuations.
The value of the Balanced Fund's bond investments will likely fall when
interest rates rise.
By itself, no Fund is a complete, balanced investment plan. And no Fund can
guarantee that it will reach its goal.
3 PROSPECTUS
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KEY FACTS - CONTINUED
WHO MAY WANT TO INVEST
The Balanced Fund may be appropriate for investors who seek potentially high
long-term returns, but hope to see less fluctuation in the value of their
investment.
The Growth Fund may be appropriate for investors who seek potentially high
long-term returns, but are willing to accept the risk of investing in growth
stocks. The Fund is designed for those seeking capital appreciation through a
diversified portfolio of securities of companies of all sizes.
The Mid Cap Fund may be appropriate for investors who are willing to ride out
stock market fluctuations in pursuit of potentially above-average long-term
returns. The Fund is designed for those who want to focus on medium-sized
companies.
The Small Company Growth Fund may be appropriate for investors who are willing
to ride out stock market fluctuations in pursuit of potentially above-average
long-term returns. The Small Company Growth Fund is designed for those who want
to focus on small-sized companies.
Investments in the Funds are not bank deposits and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
PERFORMANCE
The following performance information indicates some of the risks of investing
in the Funds. The bar charts show how the Funds' total returns have varied from
year to year. The tables show the Funds' average returns over time compared
with broad-based market indexes. The bar charts do not reflect sales charges,
which would lower the returns shown. This past performance will not necessarily
continue in the future.
PROSPECTUS 4
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PINNACLE BALANCED FUND A
CALENDAR YEAR TOTAL RETURNS (%)
93 94 95 96 97 98
---- ---- ----- ----- ----- -----
2.69 -3.13 22.31 15.56 22.32 31.12
Best quarter: up 10.32%, 4th quarter 1998
Worst quarter: down 10.54%, 3rd quarter 1998
AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998
Since Inception
1 Year 5 Year June 11, 1992
------ ------ -------------
Balanced Fund 23.58% 15.66% 14.12%
S&P 500 Index and Lehman Brothers
Government/Corporate Bond Index* 21.45 17.38 15.80
Lipper Balanced Fund Index** 15.09 13.87 13.54
- --------
* These figures represent a blend of the performance of both the S&P 500 Index
(60%) and the Lehman Brothers Government/Corporate Bond Index (40%). The
S&P 500 Index is an unmanaged index generally representative of the market
for stocks of large-sized companies. The Lehman Brothers
Government/Corporate Bond Index is an unmanaged market-weighted index which
is generally regarded as representative of the market for domestic bonds.
** The Lipper Balanced Fund Index measures the performance of those mutual
funds that Lipper Analytical Services, Inc. has classified as "balanced."
Balanced funds maintain a portfolio of both stocks and bonds, typically
with a stock ratio of approximately 60% of assets and a bond ratio of of
approximately 40% of assets.
PINNACLE GROWTH FUND A
CALENDAR YEAR TOTAL RETURNS (%)
98
-----
39.16
Best quarter: up 16.54%, 4th quarter 1998
Worst quarter: down 14.03%, 3rd quarter 1998
Average Annual Total Returns as of December 31, 1998
Since Inception
1 Year February 3, 1997
------ ----------------
Growth Fund 31.16% 25.29%
S&P 500 Index* 28.72 28.48
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* The S&P 500 Index is an unmanaged index generally representative of the market
for the stocks of large-sized U.S. companies.
5 PROSPECTUS
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KEY FACTS - CONTINUED
PINNACLE GROWTH FUND A
CALENDAR YEAR TOTAL RETURNS (%)
-------------------------------
98
-----
26.30
Best quarter: up 15.01%, 4th quarter 1998
Worst quarter: down 20.56%, 3rd quarter 1998
AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998
Since Inception
1 Year December 31, 1997
------ -----------------
Mid Cap Fund 19.04% 19.04%
Russell Midcap(TM) Index* 10.09 10.09
- --------
* The Russell Midcap(TM) Index measures the performance of the 800 smallest
companies in the Russell 1000(R) Index. As of May 31, 1998, the average market
capitalization of companies in the Russell 1000(R) Index was approximately $3.7
billion.
PINNACLE GROWTH FUND A
CALENDAR YEAR TOTAL RETURNS (%)
-------------------------------
98
----
5.26
Best quarter: up 17.81%, 4th quarter 1998
Worst quarter: down 26.19%, 3rd quarter 1998
AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998
Since Inception
1 Year February 3, 1997
------- ----------------
Small Company Growth Fund (0.79)% (1.04)%
Russell 2000(R) Growth Index* 1.23 (11.38)
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* The Russell 2000(R) Growth Index measures the performance of those companies
in the Russell 2000(R) Index with higher price-to-book ratios and lower
forecasted growth values.
PROSPECTUS 6
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FEES AND EXPENSES
This table reflects the expenses of the Funds and the Portfolios in which they
invest.
Shareholder Fees
(fees paid directly from your investment)
Maximum sales charge on purchases
(as a percentage of offering price) 5.75%
Maximum deferred sales charge
(as a percentage of purchase or sale price whichever is less) None
Redemption fee* None
Exchange fee None
- --------
* Shareholders who buy $1 million in shares without paying a sales charge will
be charged a 1% fee on redemptions made within one year of purchase.
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund and/or Portfolio assets)
Pinnacle Pinnacle Pinnacle Pinnacle
Balanced Growth Mid Cap Small Company
Fund A Fund A Fund A Growth Fund A
-------- -------- -------- -------------
Management Fee (paid by
the Portfolio) 0.60% 0.80% 0.70% 0.80%
Administration Fee to PIC
(paid by the Fund) 0.20% 0.20% 0.20% 0.20%
12b-1 Fee (paid by the
Fund) 0.25% 0.25% 0.25% 0.25%
Other Expenses (paid by
both) 0.70% 2.95% 4.26% 3.18%
----- ----- ----- -----
Total Annual Fund
Operating Expenses 1.75% 4.20% 5.41% 4.43%
Expense Reimbursements* (0.70%) (2.85%) (4.02%) (2.88%)
----- ----- ----- -----
Net Expenses 1.05% 1.35% 1.39% 1.55%
===== ===== ===== =====
- --------
* Pursuant to a contract with the Funds, PIC has agreed to reimburse each Fund
and Portfolio for investment advisory fees and other expenses for ten years
ending March 1, 2009. PIC 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 PIC.
7 PROSPECTUS
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KEY FACTS - CONTINUED
EXAMPLES: These examples will help you compare the cost of investing in the
Funds with the cost of investing in other mutual funds. These examples are only
illustrations, and your actual costs may be higher or lower. Let's say,
hypothetically, that each Fund's annual return is 5% and that its operating
expenses remain the same. For every $10,000 you invest, here's how much you
would pay in total expenses for the time periods shown:
Pinnacle Pinnacle Pinnacle Pinnacle
Balanced Growth Mid Cap Small Company
Fund A Fund A Fund A Growth Fund A
-------- -------- -------- -------------
1 year $ 676 $ 705 $ 708 $ 724
3 years 890 978 990 1,036
5 years 1,121 1,272 1,292 1,371
10 years 1,784 2,105 2,148 2,314
STRUCTURE OF THE FUNDS AND THE PORTFOLIOS
Each Fund seeks its goal by investing all of its assets in a PIC Portfolio. The
PIC Portfolio then invests directly in securities. Each PIC Portfolio is a
mutual fund with the same investment goal as the Fund investing in it.
A Portfolio may sell its shares to other funds and institutions as well as to a
Pinnacle Fund. All who invest in a Portfolio do so on the same terms and
conditions and pay a proportionate share of the Portfolio's expenses. However,
these other funds may sell their shares to the public at prices different from
the Pinnacle Funds' prices. This would be due to different sales charges or
operating expenses, and it might result in different investment returns to
these other funds' shareholders.
The Funds' Board of Trustees may decide that it is in the best interests of a
Fund to stop investing in a PIC Portfolio. The Board would then decide what
further action to take, such as permitting the Fund to invest in some other
mutual fund or permitting the Fund to invest in securities directly.
PROSPECTUS 8
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THE FUNDS IN DETAIL
As described earlier, each Fund invests all of its assets in a PIC Portfolio.
This section gives more information about how the PIC Portfolios invest.
An investment committee of PIC formulates and implements an investment program
for each of the Portfolios, including determining which securities should be
bought and sold. PIC supports its selection of individual securities through
intensive research and uses qualitative and quantitative disciplines to
determine when securities should be sold. PIC's research professionals meet
personally with the majority of the senior officers of the companies in the
Portfolios to discuss their abilities to generate strong revenue and earnings
growth in the future.
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.
Each Portfolio seeks to spread investment risk by diversifying its holdings
among many companies and industries. PIC normally invests each Portfolio's
assets according to its investment strategy. However, each Portfolio may depart
from its principal investment strategies by making short-term investments in
cash equivalents for temporary, defensive purposes. At those times, a Fund
would not be seeking its investment objective.
It is not anticipated that the annual portfolio turnover rate of the Portfolios
will exceed 100%. However, the Advisor will not consider the rate of portfolio
turnover to be a limiting factor in determining whether or purchase or sell
securities in order to achieve a Fund's investment objective. A high portfolio
turnover rate (100% or more) has the potential to result in the realization and
distribution to shareholders of higher capital gains. This may mean that you
would be likely to have a higher tax liability. A high portfolio turnover rate
also leads to higher transactions costs, which could negatively affect a Fund's
performance.
MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS, STRATEGIES AND RISKS
PROVIDENT INVESTMENT COUNSEL
PINNACLE BALANCED FUND A
The Balanced Fund seeks total return 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 will attempt 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. 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 $1 billion, and
9 PROSPECTUS
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THE FUNDS IN DETAIL - CONTINUED
the average market capitalization is currently approximately $30 billion. A
com-pany's market capitalization is the total market value of its outstanding
common stock. 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 NASDAQ
system or are otherwise traded over-the-counter.
The Balanced Portfolio will also invest no less than 25% of its assets in
fixed-income 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 those securities unless they have been
rated investment grade (BBB/Baa or better) or are the unrated equivalent.
Lower-rated securities have higher credit risks.
The Balanced Portfolio may invest in investment grade U.S. dollar denominated
corporate debt securities, mortgage and other asset-backed securities and U.S.
Government securities.
PIC does not base its investment decisions on forecasts of future interest
rates or economic events. Rather, in selecting fixed-income securities for the
Balanced Portfolio, PIC examines the current shape of the yield curve, taking
into account historical relationships and the current economic environment. PIC
seeks to identify sectors and individual securities within certain sectors,
which it has determined are undervalued. PIC's analysis takes into account
historical data and current market conditions.
PROVIDENT INVESTMENT COUNSEL
PINNACLE GROWTH FUND A
The Growth Fund seeks long term growth of capital by investing in the PIC
Growth Portfolio, which in turn invests primarily in equity securities. Under
normal circumstances, the Growth Portfolio will invest at least 80% of its
assets in equity securities. In selecting investments for the Growth Portfolio,
PIC will include equity securities of companies of various sizes which are
currently experiencing an above-average rate of earnings growth. The minimum
market capitalization of a portfolio security is expected to be $1 billion, and
the average market capitalization is currently approximately $30 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 NASDAQ system or are otherwise
traded over-the-counter.
PROSPECTUS 10
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PROVIDENT INVESTMENT COUNSEL
PINNACLE MID CAP FUND A
The Mid Cap Fund seeks long term growth of capital by investing in the PIC Mid
Cap Portfolio, which in turn invests primarily in equity securities of
medium-sized companies.
PIC will invest at least 65%, and normally at least 95%, of the Mid Cap
Portfolio's total assets in these securities. The Mid Cap Portfolio has
flexibility, however, to invest the balance in other market capitalizations and
security types.
Medium-sized companies are those whose market capitalizations fall within the
range of $500 million to $5 billion. Investing in medium capitalization stocks
may involve greater risk than investing in large capitalization stocks, since
they can be subject to more abrupt or erratic movements in value. However, they
tend to involve less risk than stocks of small companies. Over time, medium
capitalization stocks have shown greater growth potential than those of large
capitalization stocks.
PROVIDENT INVESTMENT COUNSEL
PINNACLE SMALL COMPANY
GROWTH FUND A
The Small Company Growth Fund seeks long term growth of capital by investing in
the PIC Small Cap Portfolio, which in turn invests primarily in equity
securities of small companies.
PIC will invest at least 65%, and normally at least 95%, of the Portfolio's
total assets in these securities. The Small Cap Portfolio has flexibility,
however, to invest the balance in other market capitalizations and security
types. Small companies are those whose market capitalization or annual revenues
are $250 million or less. Investing in small capitalization stocks may involve
greater risk than investing in large or medium capitalization stocks, since
they can be subject to more abrupt or erratic movements in value. Small
companies may have limited product lines, markets or financial resources and
their management may be dependent on a limited number of key individuals.
Securities of these companies may have limited market liquidity and their
prices may be more volatile. Over time, however, small capitalization stocks
have shown greater growth potential than those of larger capitalization stocks.
MANAGEMENT
PIC is the advisor to the PIC Portfolios, in which the respective Funds invest.
PIC's address is 300 North Lake Avenue, Pasadena, CA 91101. 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.
Each Portfolio pays an investment advisory fee to PIC for managing the
Portfolio's investments. Last year, as a percentage of net assets, the Balanced
Portfolio paid PIC 0.60%; the Growth Portfolio paid 0.80%; the Mid Cap
Portfolio paid 0.70%; and the Small Cap Portfolio paid 0.80%.
11 PROSPECTUS
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THE FUNDS IN DETAIL - CONTINUED
PIC'S HISTORICAL
PERFORMANCE DATA
The investment results presented below are not the results of the Funds. They
are for composites of all accounts managed by PIC with substantially similar
investment objectives and strategies to the Funds.
These composites are unaudited and are not intended to predict or suggest the
returns that might be expected for the Funds. Figures reflect average annual
returns, except that fourth quarter and 1 year figures represent actual total
returns over the period. Average annual total returns show that cumulative
total returns for a stated time period (i.e., 3, 7 or 10 years) have been
averaged over the period. You should note that the Funds will compute and
disclose average annual return using the standard formula set forth in SEC
rules, which differs in certain respects from the methodology used below to
calculate PIC's performance. The SEC total return calculation method calls for
computation and disclosure of an average annual compounded rate of return for
one, five and ten year periods or shorter periods, from inception. The
calculation provides a rate of return that equates a hypothetical initial
investment of $1,000 to an ending redeemable value. The formula requires that
returns to be shown for the Funds will be net of advisory fees as well as any
maximum applicable sales charges and all other Fund operating expenses.
The accounts included in the composites are not mutual funds and are not
subject to the same rules and regulations (for example, diversification and
liquidity requirements and restrictions on transactions with affiliates) as the
Funds or to the same types of expenses that the Funds pay. These differences
might have adversely affected the performance figures shown below.
The figures shown below represent the performance of the accounts included in
the composites. The figures are net of actual fees and expenses paid by the
accounts included in the composites. However, these fees and expenses are
generally lower than the fees and expenses expected to be paid by the Funds.
Higher fees and expenses would have resulted in lower composite performance
figures. The Indices are not managed and do not pay any fees or expenses.
PROSPECTUS 12
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PERFORMANCE ENDED DECEMBER 31, 1998
Fourth
Quarter 1 3 7 10
1998 Year Years Years Years
------- ---- ----- ----- -----
PIC Balanced Composite 16.48% 33.36% 24.13% 14.92% 19.16%
S&P 500 Index/Lehman
Brothers Government/
Corporate Bond Index(1) 12.52 21.45 19.92 14.94 15.38
Lipper Balanced Fund Index(2) 11.51 15.09 16.11 12.66 13.32
PIC Large Cap Growth Composite 23.41% 40.95% 30.32% 17.64% 23.38%
S&P 500 Index(3) 21.43 28.72 28.28 19.53 19.22
Lipper Growth Fund Index(4) 22.76 25.69 23.67 16.86 17.21
PIC Small Cap Growth Comingled
Fund 25.49% 7.16% 8.35% 15.02% 21.85%
Russell 2000- Growth Index(5) 23.64 1.23 8.35 10.31 11.54
Lipper Small Cap Fund Index(6) 18.49 (0.85) 9.26 12.07 13.16
- --------
(1) These figures represent a blend of the performance of both the S&P 500
Index (60%) and the Lehman Brothers Government/Corporate Bond Index (40%).
The S&P 500 Index is an unmanaged index generally representative of the
market for stocks of large-sized companies. The Lehman Brothers
Government/Corporate Bond Index is an unmanaged market-weighted index which
is generally regarded as representative of the market for domestic bonds.
(2) The Lipper Balanced Fund Index measures the performance of those mutual
funds that Lipper Analytical Services, Inc. has classified as "balanced."
Balanced funds maintain a portfolio of both stocks and bonds, typically
with a stock ratio of approximately 60% of assets and a bond ratio of
approximately 40% of assets.
(3) The S&P 500 Index is an unmanaged index generally representative of the
market for stocks of large-sized companies.
(4) The Lipper Growth Fund Index is composed of the 30 largest funds that
normally invest in companies with long-term earnings expected to grow
significantly faster than the earnings of the stocks represented in the
major unmanaged indices.
(5) The Russell 2000- Growth Index measures the performance of those companies
in the Russell 2000- Index with higher price-to-book ratios and lower
forecasted growth values.
(6) The Lipper Small Cap Index is composed of the 30 largest funds that by
prospectus or portfolio practice invest primarily in companies with market
capitalizations of less than $1 billion at the time of purchase.
13 PROSPECTUS
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YOUR ACCOUNT
SALES CHARGES
Shares of the Funds are sold at the public offering price, which varies with
the size of your purchase, as shown in the following table.
As a As a
% of % of
offering your
Your investment price* investment
--------------- ------ ----------
Up to $49,999 5.75% 6.10%
$50,000 to $99,999 4.50% 4.71%
$100,000 to $249,999 3.50% 3.63%
$250,000 to $499,999 2.50% 2.56%
$500,000 to $999,999 2.00% 2.04%
$1,000,000 and over None None
- --------
* Offering price includes sales charge.
SALES CHARGE WAIVERS
Shares of the Funds may be sold at net asset value (free of any sales charge)
to:
(1) shareholders investing $1 million or more; (2) current shareholders of the
Balanced, Growth and Small Company Growth Funds as of June 30, 1998 and the Mid
Cap Fund as of September 30, 1998; (3) current or retired directors, trustees,
partners, officers and employees of the Trust, the Distributor, PIC and its
affiliates, certain family members of the above persons, and trusts or plans
primarily for such persons; (4) current or retired registered representatives
of broker-dealers having sales agreements with the Distributor or full-time
employees and their spouses and minor children and plans of such persons; (5)
investors who redeem shares from an unaffiliated investment company which has a
sales charge and use the redemption proceeds to purchase Fund shares within 60
days of the redemption; (6) trustees or other fiduciaries purchasing shares for
certain retirement plans or organizations with 60 or more eligible employees;
(7) investment advisors and financial planners who place trades for their own
accounts or the accounts of their clients either individually or through a
master account and who charge a management, consulting or other fee for their
services; (8) employee-sponsored benefit plans in connection with purchases of
Fund shares made as a result of participant-directed exchanges between options
in such a plan; (9) "wrap accounts" for the benefit of clients of
broker-dealers, financial institutions or financial planners having sales or
service agreements with the Distributor or another broker-dealer or financial
institution with respect to sales of Fund shares; and (10) such other persons
as are determined by the Board of Trustees (or by the Distributor pursuant to
guidelines established by the Board) to have acquired shares under
circumstances not involving any sales expense to the Trust or the Distributor.
SALES CHARGE REDUCTIONS
There are several ways you can combine multiples purchases of Fund shares to
take advantage of the breakpoints in the sales charge schedule. These can be
combined in any manner.
PROSPECTUS 14
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ACCUMULATION PRIVILEGE -- This lets you add the value of shares of any of the
Provident Investment Counsel Pinnacle Funds A (Pinnacle Funds A) you and your
family already own to the amount of your next purchase of Fund shares for
purposes of calculating the sales charge.
LETTER OF INTENT -- This lets you purchase shares of a Fund and any other
Pinnacle Fund A over a 13-month period and receive the same sales charge as if
all the shares had been purchased at one time.
COMBINATION PRIVILEGE -- This lets you combine shares of one or more Pinnacle
Funds A for the purpose of reducing the sales charge on the purchase of Fund
shares.
For more information, contact your financial representative or the Pinnacle
Funds.
12b-1 PLAN
The Trust has adopted a plan pursuant to Rule 12b-1 that allows a Fund to pay
distribution fees for the sale and distribution of its shares. Because these
fees are paid out of a Fund's assets, over time these fees will increase the
cost of your investment and may cost you more than paying other types of sales
charges. The plan provides for annual payments of 0.25% of each Fund's average
daily net assets.
15 PROSPECTUS
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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.
PROSPECTUS 16
<PAGE>
CALCULATION OF NET ASSET VALUE
Once each business day, each Fund calculates its net asset value (NAV). NAV is
calculated at the close of regular trading on the New York Stock Exchange
(NYSE), which is normally 4 p.m., Eastern time.
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.
HOW TO BUY SHARES
The price you will pay to buy Fund shares is based on the Fund's NAV. Shares
are purchased at the public offering price, which is the next NAV calculated
after your investment is received and accepted, plus the applicable sales
charge.
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.
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: Providence Investment Counsel
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
BY OVERNIGHT DELIVERY: Provident Investment Counsel Funds
400 Bellevue Parkway
Wilmington, DE 19809
HOW TO SELL SHARES
You can arrange to take money out of your account at any time by selling
(redeeming) some or all of your shares. Your shares will be sold at the next
NAV calculated after your order is received and accepted. If your sale of Fund
shares is subject to the 1% redemption fee, that fee will be deducted from your
redemption proceeds.
17 PROSPECTUS
<PAGE>
YOUR ACCOUNT - CONTINUED
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 under "Important Redemption
Information".
* Unless otherwise instructed, PIC will send a check to the record address.
Mail your letter to:
Provident Investment Counsel
Pinnacle Funds
P.O. Box 8943
Wilmington, DE 19899
PROSPECTUS 18
<PAGE>
IMPORTANT REDEMPTION INFORMATION
ACCOUNT TYPE SPECIAL REQUIREMENTS
------------ --------------------
PHONE All account types * Your telephone call must be received
(800) 618-7643 except retirement by 4 p.m. Eastern time to be redeemed
on that day (maximum check request
$100,000).
MAIL OR IN Individual, Joint * This letter of instructions must be
PERSON Tenant, Sole Propri- signed by all persons required to sign
etorship, UGMA, UTMA for transactions, 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
Organization corporate resolutions to act on the
account must sign the letter.
* Include a corporate resolution with
corporate seal or a signature
guarantee.
Executor, * Call (800) 618-7643 for instructions.
Administrator,
Conservator, Guardian
WIRE All account types * You must sign up for the wire feature
except retirement before using it. To verify that it is
in place, call (800) 618-7643. Minimum
redemption 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.
19 PROSPECTUS
<PAGE>
YOUR ACCOUNT - CONTINUED
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
Pinnacle Funds A 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. Also see "Shareholder Account Policies."
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.
PROSPECTUS 20
<PAGE>
SHAREHOLDER ACCOUNT POLICIES
DIVIDENTS, 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 591|M/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.
[X] UNDERSTANDING DISTRIBUTIONS
As a Fund shareholder, you are entitled to your share of the Fund's net income
and gains on its investments. The Fund passes its net income along to investors
as distributions which are taxed as dividends; long term capital gain
distributions are taxed as long term capital gains regardless of how long you
have held your Fund shares. Every January, PIC will send you and the IRS a
statement showing the taxable distributions.
TAXES ON TRANSACTIONS. Your redemptions -- including exchanges to other Pinnacle
Funds A -- are subject to capital gains tax. A capital gain or loss is the
difference between the cost of your shares and the price you receive when you
sell or exchange them.
Whenever you sell shares of a Fund, PIC will send you a confirmation statement
showing how many shares you sold and at what price. You will also receive a
consolidated transaction statement every January. However, it is up to you or
your tax preparer to determine whether the sale resulted in a capital gain and,
if so, the amount of the tax to be paid. Be sure to keep your regular account
statements; the information they contain will be essential in calculating the
amount of your capital gains.
TRANSACTION DETAILS
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that your
Social Security or taxpayer identification number is correct and that
21 PROSPECTUS
<PAGE>
SHAREHOLDER ACCOUNT POLICIES - CONTINUED
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.
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 Privilege." Purchase
orders may be refused if, in PIC's opinion, they would disrupt management of
the Fund.
Please note this about purchases:
* All of your purchases must be made in U.S. dollars, and checks must be
drawn on U.S. banks.
* PIC does not accept cash or third party checks.
* When making a purchase with more than one check, each check must have a
value of at least $50.
* Each Fund reserves the right to limit the number of checks processed at one
time.
* If your check does not clear, your purchase will be canceled and you could
be liable for any losses or fees the Fund or its transfer agent has
incurred.
TO AVOID THE COLLECTION PERIOD associated with check purchases, consider buying
shares by bank wire, U.S. Postal money order, U.S. Treasury check, Federal
Reserve check, or direct deposit instead.
YOU MAY BUY SHARES OF A FUND OR SELL THEM THROUGH A BROKER, who may charge you
a fee for this service. If you invest through a broker or other institution,
read its program materials for any additional service features or fees that may
apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with PIC
may enter confirmed purchase orders on behalf of customers by phone, with
payment to follow no later than the time when the Funds are priced on the
following business day. If payment is not received by that time, the financial
institution could be held liable for resulting fees or losses.
Please note this about redemptions:
* Normally, redemption proceeds will be mailed to you on the next business
day, but if making immediate payment could adversely affect the Fund, it
may take up to seven days to pay you.
* Redemptions may be suspended or payment dates postponed beyond seven days
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
PROSPECTUS 22
<PAGE>
accounts with a value of less than $1,000. It is expected that accounts
will be valued on the second Friday in November of each year. Accounts
opened after September 30 will not be subject to the fee for that year. The
fee, which is payable to the transfer agent, is designed to offset in part
the relatively higher cost of servicing smaller accounts.
* PIC also reserves the right to redeem the shares and close your account if
it has been reduced to a value of less than $1,000 as a result of a
redemption or transfer, PIC will give you 30 days' prior notice of its
intention to close your account.
Please note this about exchanges:
As a shareholder, you have the privilege of exchanging shares of a Fund for
shares of other Pinnacle Funds A or the Money Market Fund. 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.
* You may exchange Pinnacle Fund A shares only for other Pinnacle Fund A
shares or the Money Market Fund.
* Because excessive trading can hurt fund performance and shareholders, each
Fund reserves the right to temporarily or permanently terminate the
exchange privilege of any investor who makes more than four exchanges out
of a Fund per calendar year. Accounts under common ownership or control,
including accounts with the same taxpayer identification number, will be
counted together for the purposes of the four exchange limit.
* Each Fund reserves the right to refuse exchange purchases by any person or
group if, in PIC's judgment, a Portfolio would be unable to invest the
money effectively in accordance with its investment objective and policies,
or would otherwise potentially be adversely affected.
* The Money Market Fund is not sponsored or operated by PIC and it is not
affiliated with the Pinnacle Funds.
YEAR 2000 RISK
Like other business organizations around the world, the Funds could be
adversely affected if the computer systems used by their 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 Funds' 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 Funds' other service providers
that they are taking comparable steps. However, there can be no assurance that
these actions will be sufficient to avoid any adverse impact on the Funds.
23 PROSPECTUS
<PAGE>
SHAREHOLDER ACCOUNT POLICIES - CONTINUED
FINANCIAL HIGHLIGHTS
These tables show the Funds' financial performance for up to the past five
years. "Total return" shows how much your investment in a Fund would have
increased or decreased during each period, assuming you had reinvested all
dividends and distributions. This information has been audited by McGladrey &
Pullen, LLP, Independent Certified Public Accountants. Their reports and the
Funds' financial statements are included in the Annual Reports.
PROVIDENT INVESTMENT COUNSEL PINNACLE FUNDS
<TABLE>
<CAPTION>
Balanced Fund A
Year Year Year Year Year
ended ended ended ended ended
10/31/98 10/31/97 10/31/96 10/31/95 10/31/94
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 15.51 $ 13.91 $13.24 $ 11.24 $ 11.48
Income from investment operations:
Net investment income 0.16 0.16 0.14 0.15 0.15
Net realized and unrealized gain
(loss) on investments 2.44 2.64 1.34 2.00 (0.24)
Total from investment operations 2.60 2.80 1.48 2.15 (0.09)
Less distributions:
From net investment income (0.15) (0.16) (0.14) (0.15) (0.15)
From net realized gains (1.01) (1.04) (0.67) 0.00 0.00
Total distributions (1.16) (1.20) (0.81) (0.15) (0.15)
Net asset value, end of period $ 16.95 $ 15.51 $13.91 $ 13.24 $ 11.24
Total return 17.85% 21.76% 11.96% 19.35% (0.78%)
======= ======= ====== ======= =======
Ratios/supplemental data:
Net assets, end of period (millions) $ 42.0 $ 35.3 $ 12.9 $ 12.5 $ 9.1
Ratios to average net assets:*
Expenses after exp. reimbursements 1.05% 1.05% 1.05% 1.05% 1.05%
Expenses before exp. reimbursements 1.41% 1.43% 1.72% 2.32% 2.87%
Net investment income after exp.
reimbursements 0.97% 1.10% 1.05% 1.32% 1.37%
Portfolio turnover rate + 111.47% 104.50% 54.24% 106.50% 116.63%
</TABLE>
* 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.
PROSPECTUS 24
<PAGE>
PROVIDENT INVESTMENT COUNSEL PINNACLE FUNDS
<TABLE>
<CAPTION>
Mid Cap Small Company
Growth Fund A Fund A Growth Fund A
------------- --------- ------------------
Year 2/3/97* 12/31/97* Year 2/3/97*
ended through through ended through
10/31/98 10/31/98 10/31/98 10/31/98 10/31/98
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $11.44 $10.00 $ 10.00 $ 10.42 $ 10.00
Income from investment operations:
Net investment loss (0.07) (0.03) (0.03) (0.12) (0.03)
Net realized and unrealized gain
(loss) on investments 2.30 1.47 0.56 (1.80) 0.45
Total from investment operations 2.23 1.44 0.53 (1.92) 0.42
Less distributions:
From net investment income 0.00 0.00 0.00 0.00 0.00
From net realized gains 0.00 0.00 0.00 0.00 0.00
Total distributions 0.00 0.00 0.00 0.00 0.00
Net asset value, end of period $13.67 $11.44 $ 10.53 $ 8.50 $ 10.42
TOTAL RETURN 19.49% 14.40%++ 5.30%++ (18.43)% 4.20%++
====== ====== ======= ======= =======
Ratios/supplemental data:
Net assets, end of period (millions) $ 3.7 $ 2.2 $ 5.7 $ 2.7 $ 3.1
Ratios to average net assets:
Expenses after exp. reimbursements 1.35%@ 1.35%@+ 1.04%@@+ 1.55%# 1.55%#+
Expenses before exp. reimbursements 4.06%@ 9.97%@+ 3.08%@@+ 4.32%# 11.55%#+
Net investment loss after exp.
reimbursements (0.68)% (0.62)%+ (0.43)%+ (1.23)% (1.14)%+
Portfolio turnover rate 81.06%** 67.54%** 166.89%*** 81.75%+++ 151.52%+++
</TABLE>
* Commencement of operations
+ Annualized.
++ Not annualized
@ Includes the Fund's share of expenses allocated from PIC Growth Portfolio.
@@ Includes the Fund's share of expenses allocated from PIC Mid Cap Portfolio.
# Includes the Fund's share of expenses allocated from PIC Small Cap
Portfolio.
** Portfolio turnover rate of PIC Growth Portfolio, in which all of the Fund's
assets are invested.
*** Portfolio turnover rate of PIC Mid Cap Portfolio, in which all of the
Fund's assets are invested.
+++ Portfolio turnover rate of PIC Small Cap Portfolio, in which all of the
Fund's assets are invested.
25 PROSPECTUS
<PAGE>
PROVIDENT INVESTMENT COUNSEL
PINNACLE FUNDS
GROWTH FUND A
BALANCED FUND A
MID CAP FUND A
SMALL COMPANY GROWTH FUND A
For investors who want more information about the Funds, the following documents
are available free upon request:
ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Funds' investments
is available in the Funds' annual and semi-annual reports to shareholders. In
each Fund's annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund's performance
during its last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Funds and is incorporated by reference into this
Prospectus.
You can get free copies of the Funds' reports and SAI, request other information
and discuss your questions about the Funds by contacting the Funds at:
Provident Investment Counsel
P.O. Box 8943
Wilmington, DE 19899
Telephone: 1-800-618-7643
You can review and copy information including the Funds' reports and SAI at the
Public Reference Room of the Securities and Exchange Commission in Washington,
D.C. You can obtain information on the operation of the Public Reference Room
by calling 1-800-SEC-0330. You can get text-only copies:
For a fee, by writing to the Public Reference Room of the Commission,
Washington, DC 20549-6009 or by calling 1-800-SEC-0330.
Free of charge from the Commission's Internet website at http://www.sec.gov
(Investment Company Act
File No. 811-6498)
PROSPECTUS 26
<PAGE>
PIC INVESTMENT TRUST
Statement of Additional Information
Dated March 1, 1999
This Statement of Additional Information ("SAI") is not a prospectus, and it
should be read in conjunction with the prospectus of the Provident Investment
Counsel Pinnacle Balanced Fund A, Provident Investment Counsel Pinnacle Growth
Fund A, Provident Investment Counsel Pinnacle Mid Cap Fund A and Provident
Investment Counsel Pinnacle Small Company Growth Fund A, series of PIC
Investment Trust (the "Trust"), which share a common prospectus. There are eight
other series of the Trust: Provident Investment Counsel Pinnacle Balanced Fund
B, Provident Investment Counsel Pinnacle Growth Fund B, Provident Investment
Counsel Pinnacle Mid Cap Fund B and Provident Investment Counsel Pinnacle Small
Company Growth Fund B, Provident Investment Counsel Growth Fund I, Provident
Investment Counsel Mid Cap Fund I, Provident Investment Counsel Small Company
Growth Fund I and Provident Investment Counsel Small Cap Growth Fund I. The
Provident Investment Counsel Pinnacle Balanced Fund A(the "Balanced Fund")
invests in the PIC Balanced Portfolio; the Provident Investment Counsel Pinnacle
Growth Fund A (the "Growth Fund") invests in the PIC Growth Portfolio; the
Provident Investment Counsel Pinnacle Mid Cap Fund A (the "Mid Cap Fund")
invests in the PIC Mid Cap Portfolio; the Provident Investment Counsel Pinnacle
Small Company Growth Fund A (the "Small Company Growth Fund") invests in the PIC
Small Cap Portfolio. (In this SAI, the Balanced Fund, the Growth Fund, the Mid
Cap Fund and the Small Company Growth Fund may be referred to as the "Funds",
and the PIC Balanced Portfolio, PIC Growth Portfolio, PIC Mid Cap Portfolio and
PIC Small Cap Portfolio may be referred to as the "Portfolios.") Provident
Investment Counsel (the "Advisor") is the Advisor to the Portfolios. A copy of
the applicable prospectus may be obtained from the Trust at 300 North Lake
Avenue, Pasadena, CA 91101-4106, telephone (818) 449-8500.
TABLE OF CONTENTS
Investment Objectives and Policies B-2
Management B-11
Custodian and Auditors B-19
Portfolio Transactions and Brokerage B-19
Portfolio Turnover B-20
Additional Purchase and Redemption Information B-21
Net Asset Value B-21
Taxation B-21
Dividends and Distributions B-22
Performance Information B-23
General Information B-25
Financial Statements B-26
Appendix B-27
B-1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
INTRODUCTION
Each Fund seeks to achieve its investment objective by investing all of
its assets in a PIC Portfolio. Each Portfolio is a separate registered
investment company with the same investment objective as the Fund. Since a Fund
will not invest in any securities other than shares of a Portfolio, investors in
the Fund will acquire only an indirect interest in the Portfolio. Each Fund's
and Portfolio's investment objective cannot be changed without shareholder
approval.
In addition to selling its shares to a Fund, a Portfolio may sell its
shares to other mutual funds or institutional investors. All investors in a
Portfolio invest on the same terms and conditions and pay a proportionate share
of the Portfolio's expenses. However, other investors in a Portfolio may sell
their shares to the public at prices different from those of a Fund as a result
of the imposition of sales charges or different operating expenses. You should
be aware that these differences may result in different returns from those of
investors in other entities investing in a Portfolio. Information concerning
other holders of interests in a Portfolio is available by calling (800)
618-7643.
The Trustees of the Trust believe that this structure may enable a Fund
to benefit from certain economies of scale, based on the premise that certain of
the expenses of managing an investment portfolio are relatively fixed and that a
larger investment portfolio may therefore achieve a lower ratio of operating
expenses to net assets. Investing a Fund's assets in a Portfolio may produce
other benefits resulting from increased asset size, such as the ability to
participate in transactions in securities which may be offered in larger
denominations than could be purchased by the Fund alone. A Fund's investment in
a Portfolio may be withdrawn by the Trustees at any time if the Board determines
that it is in the best interests of a Fund to do so. If any such withdrawal were
made, the Trustees would consider what action might be taken, including the
investment of all of the assets of a Fund in another pooled investment company
or the retaining of an investment advisor to manage the Fund's assets directly.
Whenever a Fund is requested to vote on matters pertaining to a
Portfolio, the Fund will hold a meeting of its shareholders, and the Fund's
votes with respect to the Portfolio will be cast in the same proportion as the
shares of the Fund for which voting instructions are received.
THE BALANCED FUND
The investment objective of the Balanced Fund is to provide high total
return while reducing risk. The Balanced Fund 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. Normally, these
investments will range from 0 to 20% of its assets. There is no assurance that
the Balanced Fund will achieve its objective. The 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
B-2
<PAGE>
objective as the Balanced Fund. The discussion below supplements information
contained in the prospectus as to investment policies of the Balanced Fund and
the Balanced Portfolio. Because the investment characteristics of the 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 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 Small Company Growth Fund will
achieve its objective. The Small Company Growth Fund will attempt to achieve its
objective by investing all of its assets in shares of the PIC Small Cap
Portfolio (the "Small Cap Portfolio"). The Small Cap Portfolio is a diversified
open-end management investment company having the same investment objective as
the Small Company Growth Fund. The discussion below supplements information
contained in the prospectus as to 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.
B-3
<PAGE>
INVESTMENT RESTRICTIONS
The Trust (on behalf of the Funds) and the Portfolios have adopted the
following restrictions as fundamental policies, which may not be changed without
the favorable vote of the holders of a "majority," as defined in the Investment
Company Act of 1940 (the "1940 Act"), of the outstanding voting securities of a
Fund or a Portfolio. Under the 1940 Act, the "vote of the holders of a majority
of the outstanding voting securities" means the vote of the holders of the
lesser of (i) 67% of the shares of a Fund or a Portfolio represented at a
meeting at which the holders of more than 50% of its outstanding shares are
represented or (ii) more than 50% of the outstanding shares of a Fund or a
Portfolio. Except with respect to borrowing, changes in values of assets of a
particular Fund or Portfolio will not cause a violation of the investment
restrictions so long as percentage restrictions are observed by such Fund or
Portfolio at the time it purchases any security.
As a matter of fundamental policy, the Portfolios are diversified;
i.e., as to 75% of the value of a Portfolio's total assets, no more than 5% of
the value of its total assets may be invested in the securities of any one
issuer (other than U.S. Government securities). The Funds invest all of their
assets in shares of the Portfolios. Each Fund's and each Portfolio's investment
objective is fundamental.
In addition, no Fund or Portfolio may:
1. Issue senior securities, borrow money or pledge its assets, except
that a Fund or a Portfolio may borrow on an unsecured basis from banks for
temporary or emergency purposes or for the clearance of transactions in amounts
not exceeding 10% of its total assets (not including the amount borrowed),
provided that it will not make investments while borrowings in excess of 5% of
the value of its total assets are outstanding;
2. Make short sales of securities or maintain a short position;
3. Purchase securities on margin, except such short-term credits as may
be necessary for the clearance of transactions;
4. Write put or call options, except that the 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);
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;
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<PAGE>
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 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.
No Portfolio may:
1. Invest more than 10% of its assets in the securities of other
investment companies or purchase more than 3% of any other investment company's
voting securities or make any other investment in other investment companies
except as permitted by federal and state law; or
2. Invest more than 15% of its net assets in securities which are
restricted as to disposition or otherwise are illiquid or have no readily
available market (except for securities issued under Rule 144A which are
determined by the Board of Trustees to be liquid).
SECURITIES AND INVESTMENT PRACTICES
The discussion below supplements information contained in the
prospectus as to investment policies of the Portfolios. PIC may not buy all of
these instruments or use all of these techniques to the full extent permitted
unless it believes that doing so will help a Portfolio achieve its goals.
EQUITY SECURITIES
Equity securities are common stocks and other kinds of securities that
have the characteristics of common stocks. These other securities include bonds,
debentures and preferred stocks which can be converted into common stocks. They
also include warrants and options to purchase common stocks.
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<PAGE>
SHORT-TERM INVESTMENTS
Short-term investments are debt securities that mature within a year of
the date they are purchased by a Portfolio. Some specific examples of short-term
investments are commercial paper, bankers' acceptances, certificates of deposit
and repurchase agreements. A Portfolio will only purchase short-term investments
which are "high quality," meaning the investments have been rated A-1 by
Standard & Poor's Ratings Group ("S&P") or Prime-1 by Moody's Investors Service,
Inc. ("Moody's"), or have an issue of debt securities outstanding rated at least
A by S&P or Moody's. The term also applies to short-term investments that PIC
believes are comparable in quality to those with an A-1 or Prime-1 rating. U.S.
Government securities are always considered to be high quality.
REPURCHASE AGREEMENTS
Repurchase agreements are transactions in which a Fund or a Portfolio
purchases a security from a bank or recognized securities dealer and
simultaneously commits to resell that security to the bank or dealer at an
agreed-upon date and price reflecting a market rate of interest unrelated to the
coupon rate or maturity of the purchased security. The purchaser maintains
custody of the underlying securities prior to their repurchase; thus the
obligation of the bank or dealer to pay the repurchase price on the date agreed
to is, in effect, secured by such underlying securities. If the value of such
securities is less than the repurchase price, the other party to the agreement
will provide additional collateral so that at all times the collateral is at
least equal to the repurchase price.
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 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
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<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.
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.
In the event of a shortage of the underlying securities deliverable on
exercise of an option, the Options Clearing Corporation has the authority to
permit other, generally comparable securities to be delivered in fulfillment of
option exercise obligations. If the Options Clearing Corporation exercises its
discretionary authority to allow such other securities to be delivered, it may
also adjust the exercise prices of the affected options by setting different
prices at which otherwise ineligible securities may be delivered. As an
alternative to permitting such substitute deliveries, the Options Clearing
Corporation may impose special exercise settlement procedures.
FUTURES CONTRACTS
The 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.
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.
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<PAGE>
A stock index futures contract may be used as a hedge by any of the
Portfolios with regard to market risk as distinguished from risk relating to a
specific security. A stock index futures contract does not require the physical
delivery of securities, but merely provides for profits and losses resulting
from changes in the market value of the contract to be credited or debited at
the close of each trading day to the respective accounts of the parties to the
contract. On the contract's expiration date, a final cash settlement occurs.
Changes in the market value of a particular stock index futures contract
reflects changes in the specified index of equity securities on which the future
is based.
There are several risks in connection with the use of futures
contracts. In the event of an imperfect correlation between the futures contract
and the portfolio position which is intended to be protected, the desired
protection may not be obtained and a Portfolio may be exposed to risk of loss.
Further, unanticipated changes in interest rates or stock price movements may
result in a poorer overall performance for a Portfolio than if it had not
entered into any futures on stock indices.
In addition, the market prices of futures contracts may be affected by
certain factors. First, all participants in the futures market are subject to
margin deposit and maintenance requirements. Rather than meeting additional
margin deposit requirements, investors may close futures contracts through
offsetting transactions which could distort the normal relationship between the
securities and futures markets. Second, from the point of view of speculators,
the deposit requirements in the futures market are less onerous than margin
requirements in the securities market. Therefore, increased participation by
speculators in the futures market may also cause temporary price distortions.
Finally, positions in futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market for such futures.
There is no assurance that a liquid secondary market on an exchange or board of
trade will exist for any particular contract or at any particular time.
FOREIGN SECURITIES
The Portfolios may invest in 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. A Portfolio may invest no more than 20% of
its total assets in foreign securities, and it will only purchase foreign
securities or ADRs which are listed on a national securities exchange or
included in the NASDAQ system.
Foreign securities and securities issued by U.S. entities with
substantial foreign operations may involve additional risks and considerations.
These include risks relating to political or economic conditions in foreign
countries, fluctuations in foreign currencies, withholding or other
B-8
<PAGE>
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.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The Portfolios may enter into forward contracts with respect to
specific transactions. For example, when a Portfolio enters into a contract for
the purchase or sale of a security denominated in a foreign currency, or when it
anticipates the receipt in a foreign currency of dividend or interest payments
on a security that it holds, the Portfolio may desire to "lock in" the U.S.
dollar price of the security or the U.S. dollar equivalent of the payment, by
entering into a forward contract for the purchase or sale, for a fixed amount of
U.S. dollars or foreign currency, of the amount of foreign currency involved in
the underlying transaction. The Portfolio will thereby be 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 a
Portfolio to purchase additional foreign currency on the spot (i.e., cash)
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the Portfolio is obligated
to deliver and if a decision is made to sell the security and make delivery of
the foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security if
its market value exceeds the amount of foreign currency a Portfolio is obligated
to deliver. The projection of short-term currency market movements is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Forward contracts involve the risk that anticipated currency
movements will not be accurately predicted, causing a Portfolio to sustain
losses on these contracts and transaction costs. The Portfolios may enter into
forward contracts or maintain a net exposure to such contracts only if (1) the
consummation of the contracts would not obligate the Portfolio to deliver an
amount of foreign currency in excess of the value of the Portfolio's securities
or other assets denominated in that currency or (2) the Portfolio maintains a
segregated account as described below. Under normal circumstances, consideration
of the prospect for currency parities will be incorporated into the longer term
investment decisions made with regard to overall diversification strategies.
However, the Advisor believes it is important to have the flexibility to enter
into such forward contracts when it determines that the best interests of a
Portfolio will be served.
At or before the maturity date of a forward contract that requires a
Portfolio to sell a currency, the Portfolio may either sell a security and use
the sale proceeds to make delivery of the currency or retain the security and
offset its contractual obligation to deliver the currency by purchasing a second
contract pursuant to which the Portfolio will obtain, on the same maturity date,
B-9
<PAGE>
the same amount of the currency that it is obligated to deliver. Similarly, a
Portfolio may close out a forward contract requiring it to purchase a specified
currency by entering into a second contract entitling it to sell the same amount
of the same currency on the maturity date of the first contract. The Portfolio
would realize a gain or loss as a result of entering into such an offsetting
forward contract under either circumstance to the extent the exchange rate
between the currencies involved moved between the execution dates of the first
and second contracts.
The cost to a Portfolio of engaging in forward contracts varies with
factors such as the currencies involved, the length of the contract period and
the market conditions then prevailing. Because forward contracts are usually
entered into on a principal basis, no fees or commissions are involved. The use
of forward contracts does not eliminate fluctuations in the prices of the
underlying securities a Portfolio owns or intends to acquire, but it does fix a
rate of exchange in advance. In addition, although forward contracts limit the
risk of loss due to a decline in the value of the hedged currencies, at the same
time they limit any potential gain that might result should the value of the
currencies increase.
SEGREGATED ACCOUNTS
When a Portfolio writes an option, sells a futures contract or enters
into a forward foreign currency exchange contract, it will establish a
segregated account with its custodian bank, or a securities depository acting
for it, to hold assets of the Portfolio in order to insure that the Portfolio
will be able to meet its obligations. In the case of a call that has been
written, the securities covering the option will be maintained in the segregated
account and cannot be sold by a Portfolio until released. In the case of a put
that has been written or a forward foreign currency contract that has been
entered into, liquid securities will be maintained in the segregated account in
an amount sufficient to meet a Portfolio's obligations pursuant to the put or
forward contract. In the case of a futures contract, liquid securities will be
maintained in the segregated account equal in value to the current value of the
underlying contract, less the margin deposits. The margin deposits are also
held, in cash or U.S. Government securities, in the segregated account.
DEBT SECURITIES AND RATINGS
Ratings of debt securities represent the rating agencies' opinions
regarding their quality, are not a guarantee of quality and may be reduced after
a Portfolio has acquired the security. The Advisor will consider whether the
Portfolio should continue to hold the security but is not required to dispose of
it. Credit ratings attempt to evaluate the safety of principal and interest
payments and do not evaluate the risks of fluctuations in market value. Also,
rating agencies may fail to make timely changes in credit ratings in response to
subsequent events, so that an issuer's current financial condition may be better
or worse than the rating indicates.
B-10
<PAGE>
MANAGEMENT
The overall management of the business and affairs of the Trust is
vested with its Board of Trustees. The Board approves all significant agreements
between the Trust and persons or companies furnishing services to it, including
the agreements with the Advisor, Administrator, Custodian and Transfer Agent.
Likewise, the Portfolios each have a Board of Trustees which have comparable
responsibilities, including approving agreements with the Advisor. The day to
day operations of the Trust and the Portfolios are delegated to their officers,
subject to their investment objectives and policies and to general supervision
by their Boards of Trustees.
The Trustees and officers of the Trust, their business addresses and
principal occupations during the past five years are:
Jettie M. Edwards (age 52), Consulting principal of
Trustee Syrus Associates (consulting firm)
76 Seaview Drive
Santa Barbara, CA 93108
Jeffrey D. Lovell (age 46), Managing Director, President and co-founder
Trustee of Putnam, Lovell & Thornton, Inc.
11150 Santa Monica Blvd., (investment bankers)
Ste 1650
Los Angeles, CA 90025
Jeffrey J. Miller (age 48), Managing Director and Secretary of the
President and Trustee* Advisor; President and Trustee of each of
300 North Lake Avenue the Portfolios
Pasadena, CA 91101
Wayne H. Smith (age 57), Vice President and Treasurer of Avery
Trustee Dennison Corporation (pressure sensitive
150 N. Orange Grove Blvd. material and office products manufacturer)
Pasadena, CA 91103
Thad M. Brown (age 48), Senior Vice President and Chief Financial
Vice President, Secretary Officer of the Advisor
and Treasurer of the Trust
300 North Lake Avenue
Pasadena, CA 91101
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<PAGE>
The Trustees and officers of each of the Portfolios, their business
address and their occupations during the past five years are:
Richard N. Frank (age 75), Chief Executive Officer, Lawry's
Trustee Restaurants, Inc.; formerly Chairman
234 E. Colorado Blvd. of Lawry's Foods, Inc.
Pasadena, CA 91101
James Clayburn LaForce (age70), Dean Emeritus, John E. Anderson Graduate
Trustee School of Management, University of
P.O. Box 1585 California, Los Angeles. Director of The
Pauma Valley, CA 92061 BlackRock Funds. Trustee of Payden & Rygel
Investment Trust. Director of the Timken
Co., Rockwell International, Eli Lilly,
Jacobs Engineering Group and Imperial Credit
Industries.
Jeffrey J. Miller (age 48), Managing Director and Secretary of the
President and Trustee* Advisor
300 North Lake Avenue
Pasadena, CA 91101
Angelo R. Mozilo (age 59), Vice Chairman and Executive Vice President
Trustee of Countrywide Credit Industries (mortgage
155 N. Lake Avenue banking)
Pasadena, CA 91101
Thad M. Brown (age 48), Senior Vice President and Chief Financial
Vice President, Secretary Officer of the Advisor
and Treasurer of the Trust
300 North Lake Avenue
Pasadena, CA 91101
- ----------
* denotes Trustees who are "interested persons" of the Trust or Portfolios under
the 1940 Act.
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<PAGE>
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."
<TABLE>
<CAPTION>
Deferred Deferred Total
Compensation Compensation Compensation
Aggregate Aggregate Accrued as Part Accrued as Part From Trust and
Compensation Compensation of Trust of Portfolios Portfolios paid
Name of Trustee from Trust from Portfolios Expenses Expenses to Trustee
- ---------------------- ------------ --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Jettie M. Edwards $13,000 $ 0 $ 0 $ 0 $13,000
Bernard J. Johnson $ 0 $ 0 $ 0 $ 0 $ 0
Jeffrey D. Lovell $ 0 $ 0 $3,232 $ 0 $ 3,232
Wayne H. Smith $ 0 $ 0 $3,232 $ 0 $ 3,232
Richard N. Frank $ 0 $ 0 $ 0 $3,191 $ 3,191
James Clayburn LaForce $ 0 $12,000 $ 0 $ 0 $12,000
Angelo R. Mozilo $ 0 $ 0 $ 0 $3,190 $ 3,190
</TABLE>
The following persons, to the knowledge of the Trust, owned more than
5% of the outstanding shares of the Balanced Fund as of February 9, 1999:
Gilbert Papazian - 9.40%
Hillsborough, CA 94010
Gilbert Papazian and
Margaret Papagian, Trustees - 5.32%
Hillsborough, CA 94010
Rita Moya, Trustee - 12.46%
Los Angeles, CA 90071
Wilmington Trust Co, Trustee - 43.15%
Wilmington, DE 19899
Sanwa Bank Caliofrnia, Trustee - 5.81%
Los Angeles, CA 90060
Straffe & Co. FBO -7.76%
Safelite Glass
Westerville, OH 43086
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The following persons, to the knowledge of the Trust, owned more than
5% of the outstanding shares of the Growth Fund as of February 9, 1999:
Wilmington Trust Co. FBO
Mustang Employee 401K - 78.37%
Wilmington, DE 19899
Wilmington Trust Co, Trustee FBO
Catholic Health Care - 21.60%
Wilmington, DE 19899
The following persons, to the knowledge of the Trust, owned more than
5% of the outstanding shares of the Mid Cap Fund as of February 9, 1999:
Larry D. Tashjian and
Karen D. Tashjian, Trustees - 12.19%
La Canada, CA 91011
George E. Handtmann III, Trustee - 15.46%
Carpinteria, CA 93013
Jeffrey J. Miller and
Paula J. Miller, Trustees - 8.35%
La Canada, CA 91011
Robert M. Kommerstad and
Lila M. Kommerstad, Trustees - 8.35%
Bradbury, CA 91010
Bernard J. Johnson, Trustee - 8.35%
Altadena, CA 91001
Thomas J and Julie H. Condon, Trustees - 9.98%
San Marina, CA 91108
Donaldson Lufkin & Jenrette Secs Corp. - 5.72%
Jersey City, NJ 07303
Thomas M. Mitchell and
Jerrine E. Mitchell, Trustees - 8.44%
San Gabriel, CA 91775
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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 February 9,
1999:
Merrill Lynch Trust Co, Trustee
FBO Qualified Retirement Plans - 46.12%
Somerset, NJ 08873
IITC - 7.08%
Boulder, CO 80503
Wilmington Trust Co., Trustee 9.80%
Wilmington, DE 19899
Wilmington Trust Co., Trustee - 17.18%
Wilmington, DE 19899
As of February 9, 1999, shares of the Funds owned by the Trustee 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
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.
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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 Balanced
Portfolio at an annual rate of 0.60% of its average net assets, 0.80% of the
Growth Portfolio's average net assets, 0.80% of the Small Cap Portfolio's
average net assets and 0.70% of the Mid Cap Portfolio's average net assets.
During the fiscal years ended October 31, 1998, 1997 and 1996, the Advisor
earned fees pursuant to the Advisory Agreements as follows: from the Balanced
Portfolio, $236,672, $153,518 and $74,462, respectively; from the Growth
Portfolio, $1,045,893, $838,058 and $949,431, respectively; and from the Small
Cap Portfolio, $1,418,731, $1,525,768 and $1,395,748, respectively. The Mid Cap
Portfolio earned fees of $29,031 during the period December 31, 1997 through
October 31, 1998. 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 $71,076, $91,689 and
$111,580 during the fiscal years ended October 31, 1998, 1997 and 1996,
respectively. The Advisor paid expenses of the Growth Portfolio that exceeded
these expense limits in the amounts of $22,176, $48,003 and $64,401 during the
fiscal years ended October 31, 1998, 1997 and 1996, respectively. The Advisor
paid expenses of the Small Cap Portfolio that exceeded these expense limits in
the amounts of $24,020, $24,879 and $26,098 during the fiscal years ended
October 31, 1998, 1997 and 1996, respectively. The Mid Cap Portfolio was not in
existence prior to 1998; during the period December 31, 1997 through October 31,
1998, it paid the Advisor a net fee of $29,031, after waiving $85,951.
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
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Portfolios at any time without penalty, on 60 days written notice to the
Advisor. The Advisory Agreements also may be terminated by the Advisor on 60
days written notice to the Portfolios. The Advisory Agreements terminate
automatically upon their assignment (as defined in the 1940 Act).
The Advisor also provides certain administrative services to the Trust
pursuant to Administration Agreements, including assisting shareholders of the
Trust, furnishing office space and permitting certain employees to serve as
officers and Trustees of the Trust. For its services, it earns a fee at the rate
of 0.20% of the average net assets of each series of the Trust. During the
fiscal years ended October 31, 1998, 1997 and 1996, the Advisor earned fees from
the Balanced Fund of $78,802, $52,139 and $24,822, respectively. For the fiscal
years ended October 31, 1998 and 1997, the Advisor earned fees of $6,338 and
$1,029, respectively, from the Growth Fund and $6,173 and $1,993, respectively
from the Small Company Growth Fund. For the period December 31, 1997 through
October 31, 1998, the Adviser earned fees from the Mid Cap Fund of $8,219. The
Advisor has agreed to limit the aggregate expenses of the Balanced Fund, Growth
Fund, Mid Cap Fund and Small Company Growth Fund to 1.05%, 1.35%, 1.39% and
1.55%, respectively, of each Fund's average daily net assets. As a result, for
the fiscal year ended October 31, 1998, the Advisor waived fees and reimbursed
expenses of the Funds as follows:
Waived Reimbursed
Fees Expenses
---- --------
Balanced Fund $78,802 $62,453
Growth Fund 6,338 79,331
Mid Cap Fund 8,219 76,165
Small Company Growth Fund 6,173 79,271
The Advisor reserves the right to be reimbursed for any waiver of its
fees or expenses paid on behalf of the Funds if, within three subsequent years,
a Fund's expenses are less than the limit agreed to by the Advisor.
THE ADMINISTRATOR
The Funds and the Portfolios each pay a monthly administration fee to
Investment Company Administration, L.L.C. for managing some of their business
affairs. Each Fund pays an annual fee of $15,000. Each Portfolio pays an annual
administration fee of 0.10% of its average net assets. Each Portfolio, other
than the Balanced Portfolio, is subject to an annual minimum administration fee
of $45,000. For the fiscal year ended October 31, 1998, the Balanced Portfolio,
Growth Portfolio, Mid Cap Portfolio and Small Cap Portfolio paid $39,445,
$130,737, $37,835 and $177,341, respectively, in administration fees.
B-17
<PAGE>
THE DISTRIBUTOR
First Fund Distributors, Inc., 4455 E. Camelback Road, Suite 261E,
Phoenix AZ 85018, is the Trust's principal underwriter.
DISTRIBUTION PLAN
The Trustees and/or shareholders of the Trust have adopted, on behalf
of each Fund, a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
1940 Act. The Plan provides that each Fund will pay a 12b-1 fee to the
Distributor at an annual rate of 0.75% of its average daily net assets for
expenses incurred in marketing its shares, including advertising, printing and
compensation to securities dealers or other industry professionals.
For the fiscal year ended October 31, 1998, the Balanced Fund, Growth
Fund and Small Company Growth Fund paid the Distributor fees of $37,239, $3,616
and $4,803, respectively, all of which were paid as compensation to
broker-dealers. The Mid Cap Fund did not pay distribution fees.
SHAREHOLDER SERVICES PLAN
On May 15, 1998, the Board of Trustees approved the implementation of a
Shareholder Services Plan (the "Services Plan") under which the Advisor will
provide, or arrange for others to provide, certain specified shareholder
services. As compensation for the provision of shareholder services, each Fund
will pay the Advisor a monthly fee at an annual rate of up to 0.15% of the
Fund's average daily net assets. The Advisor will pay certain banks, trust
companies, broker-dealers and other financial intermediaries (each, a
"Participating Organization") out of the fees the Advisor receives from the
Funds under the Services Plan to the extent that the Participating Organization
performs shareholder servicing functions for Fund shares owned by its customers.
DEALER COMMISSIONS
The Distributor pays a portion of the sales charges imposed on
purchases of the Funds' shares to retail dealers, as follows:
Dealer Commission
as a % of
Your Investment Offering Price
--------------- --------------
Up to $49,000 5.00%
$50,000-$99,999 3.75
$100,000-$249,999 2.75
$250,000-$499,999 2.00
$500,000-$999,999 1.60
$1,000,000 and over *
- ----------
* The Distributor pays a commission of up to 1.00% to financial institutions
that initiate purchases of $1 million or more.
B-18
<PAGE>
CUSTODIAN AND AUDITORS
The Trust's custodian, Provident National Bank, 200 Stevens Drive,
Lester, PA 19113 is responsible for holding the Funds' assets. Provident
Financial Processing Corporation, 400 Bellevue Parkway, Wilmington, DE 19809,
acts as each Fund's transfer agent; its mailing address is P.O. Box 8943,
Wilmington, DE 19899. The Trust's independent accountants, McGladrey & Pullen,
LLP, 555 Fifth Avenue, New York, NY 10017, assist in the preparation of certain
reports to the Securities and Exchange Commission and the Funds' tax returns.
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Advisory Agreements state that in connection with its duties to
arrange for the purchase and the sale of securities held by the Portfolios by
placing purchase and sale orders for the Portfolios, the Advisor shall select
such broker-dealers ("brokers") as shall, in its judgment, achieve the policy of
"best execution," i.e., prompt and efficient execution at the most favorable
securities price. In making such selection, the Advisor is authorized in the
Advisory Agreements to consider the reliability, integrity and financial
condition of the broker. The Advisor also is authorized by the Advisory
Agreements to consider whether the broker provides research or statistical
information to the Portfolios and/or other accounts of the Advisor. The Advisor
may select brokers who sell shares of the Portfolios or the Funds which invest
in the Portfolios.
The Advisory Agreements state that the commissions paid to brokers may
be higher than another broker would have charged if a good faith determination
is made by the Advisor that the commission is reasonable in relation to the
services provided, viewed in terms of either that particular transaction or the
Advisor's overall responsibilities as to the accounts as to which it exercises
investment discretion and that the Advisor shall use its judgment in determining
that the amount of commissions paid are reasonable in relation to the value of
brokerage and research services provided and need not place or attempt to place
a specific dollar value on such services or on the portion of commission rates
reflecting such services. The Advisory Agreements provide that to demonstrate
that such determinations were in good faith, and to show the overall
reasonableness of commissions paid, the Advisor shall be prepared to show that
commissions paid (i) were for purposes contemplated by the Advisory Agreements;
(ii) were for products or services which provide lawful and appropriate
assistance to its decision-making process; and (iii) were within a reasonable
range as compared to the rates charged by brokers to other institutional
investors as such rates may become known from available information. During the
fiscal years ended October 31, 1997 and 1996, the amount of brokerage
commissions paid by the Balanced Portfolio were $24,471 and $8,805,
respectively. During the fiscal year ended October 31, 1998, the Balanced
Portfolio paid $34,286 in brokerage commissions, of which $319 was paid to
brokers who furnished research services. During the fiscal years ended October
31, 1997 and 1996, the amount of brokerage commissions paid by the Growth
Portfolio were $110,376 and $148,938, respectively. During the fiscal year ended
October 31, 1998, the Growth Portfolio paid $165,841 in brokerage commissions,
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<PAGE>
of which $2,255 was paid to brokers who furnished research services. During the
fiscal years ended October 31, 1997 and 1996, the amount of brokerage
commissions paid by the Small Cap Portfolio were $218,087 and $115,709,
respectively. During the fiscal year ended December 31, 1998, the Small Cap
Portfolio paid $208,083 in brokerage commissions, of which $10,766 was paid to
brokers who furnished research services. During the period December 31, 1997
through October 31, 1998, the Mid Cap Portfolio paid $15,377 in brokerage
commissions, of which $921 was paid to brokers who furnished research services.
The research services discussed above may be in written form or through
direct contact with individuals and may include information as to particular
companies and securities as well as market, economic or institutional areas and
information assisting the Portfolios in the valuation of the Portfolios'
investments. The research which the Advisor receives for the Portfolios'
brokerage commissions, whether or not useful to the Portfolios, may be useful to
it in managing the accounts of its other advisory clients. Similarly, the
research received for the commissions 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.
PORTFOLIO TURNOVER
Although the Funds generally will not invest for short-term trading
purposes, portfolio securities may be sold without regard to the length of time
they have been held when, in the opinion of the Advisor, investment
considerations warrant such action. Portfolio turnover rate is calculated by
dividing (1) the lesser of purchases or sales of portfolio securities for the
fiscal year by (2) the monthly average of the value of portfolio securities
owned during the fiscal year. A 100% turnover rate would occur if all the
securities in a Portfolio's portfolio, with the exception of securities whose
maturities at the time of acquisition were one year or less, were sold and
either repurchased or replaced within one year. A high rate of portfolio
turnover (100% or more) generally leads to higher transaction costs and may
result in a greater number of taxable transactions. See "Portfolio Transactions
and Brokerage." Growth Portfolio's portfolio turnover rate for the fiscal years
ended October 31, 1998 and 1997 was 81.06% and 67.54%, respectively. Balanced
Portfolio's portfolio turnover rate for the fiscal years ended October 31, 1998
and 1997 was 111.47% and 104.50%, respectively. Small Cap Portfolio's portfolio
turnover rate for the fiscal years ended October 31, 1998 and 1997 was 81.75%
and 151.52%, respectively. Mid Cap Portfolio's portfolio turnover rate for the
period December 31, 1997 through October 31, 1998 was 166.89%.
B-20
<PAGE>
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Reference is made to "Ways to Set Up Your Account - How to Buy Shares -
How To Sell Shares" in the prospectus for additional information about purchase
and redemption of shares. You may purchase and redeem shares of each Fund on
each day on which the New York Stock Exchange ("Exchange") is open for trading.
The Exchange annually announces the days on which it will not be open for
trading. The most recent announcement indicates that it will not be open on the
following days: New Year's Day, Martin Luther King Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. However, the Exchange may close on days not included in that
announcement.
NET ASSET VALUE
The net asset value of the Portfolios' shares will fluctuate and is
determined as of the close of trading on the Exchange (normally 4:00 p.m.
Eastern time) each business day. Each Portfolio's net asset value is calculated
separately.
The net asset value per share is computed by dividing the value of the
securities held by each Portfolio plus any cash or other assets (including
interest and dividends accrued but not yet received) minus all liabilities
(including accrued expenses) by the total number of interests in the Portfolio
outstanding at such time.
Equity securities listed on a national securities exchange or traded on
the NASDAQ system are valued on their last sale price. Other equity securities
and debt securities for which market quotations are readily available are valued
at the mean between their bid and asked price, except that debt securities
maturing within 60 days are valued on an amortized cost basis. Securities for
which market quotations are not readily available are valued at fair value as
determined in good faith by the Board of Trustees.
TAXATION
The Funds will each be taxed as separate entities under the 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
B-21
<PAGE>
currencies, or other income derived with respect to its business of investing in
securities or currencies; (2) at the close of each quarter of each Fund's
taxable year, at least 50% of the value of its total assets must be represented
by cash and cash items, U.S. Government securities, securities of other RICs and
other securities, limited in respect of any one issuer, to an amount that does
not exceed 5% of the value of the Fund and that does not represent more than 10%
of the outstanding voting securities of such issuer; and (3) at the close of
each quarter of each Fund's taxable year, not more than 25% of the value of its
assets may be invested in securities (other than U.S. Government securities or
the securities of other RICs) of any one issuer.
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.
Under the Taypayer Relief Act of 1997, different maximum tax rates
apply to an individual's net capital gain depending on the individual's holding
period and marginal rate of federal income tax - generally, 28% for gain
recognized on capital assets held for more than one year but not more than 18
months and 20% (10% for taxpayers in the 15% marginal tax bracket) for gain
recognized on capital assets held for more than 18 months. Pursuant to an
Internal Revenue Service notice, each Fund may divide each net capital gain
distribution into a 28% rate gain distribution and a 20% rate gain distribution
(in accordance with the Fund's holding periods for the securities it sold that
generated the distributed gain) and its shareholders must treat those portions
accordingly.
Each Fund is required to withhold 31% of all dividends, capital gain
distributions and repurchase proceeds payable to any individuals and certain
other noncorporate shareholders who do not provide the Fund with a correct
taxpayer identification number. Each Fund also is required to withhold 31% of
all dividends and capital gain distributions paid to such shareholders who
otherwise are subject to backup withholding.
B-22
<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
where P equals a hypothetical initial payment of $1000; T equals average annual
total return; n equals the number of years; and ERV equals the ending redeemable
value at the end of the period of a hypothetical $1000 payment made at the
beginning of the period.
Under the foregoing formula, the time periods used in advertising will
be based on rolling calendar quarters, updated to the last day of the most
recent quarter prior to submission of the advertising for publication. Average
annual total return, or "T" in the above formula, is computed by finding the
average annual compounded rates of return over the period that would equate the
initial amount invested to the ending redeemable value. Average annual total
return assumes the reinvestment of all dividends and distributions.
The Funds' return computed at the public offering price (using the
maximum sales charge) for the periods ended October 31, 1998 are set forth
below:
AVERAGE ANNUAL TOTAL RETURN
ONE YEAR FIVE YEARS LIFE OF FUND*
-------- ---------- -------------
Pinnacle Balanced Fund A 11.01% 12.37% 12.28%
Pinnacle Growth Fund A 12.62 N/A 15.68
Pinnacle Small Company Growth Fund A (23.12) N/A (11.97)
- ----------
* The inception dates for the Funds are as follows: Balanced Fund A - June 10,
1992 ; Growth Fund A - February 3, 1997; and Small Company Growth Fund A -
February 3, 1997.
TOTAL RETURN
LIFE OF FUND**
--------------
Pinnacle Mid Cap Fund A (0.75)%
- ----------
** The Fund commenced operations on December 31, 1997.
B-23
<PAGE>
YIELD
Annualized yield quotations used in a Fund's advertising and
promotional materials are calculated by dividing the Fund's interest income for
a specified thirty-day period, net of expenses, by the average number of shares
outstanding during the period, and expressing the result as an annualized
percentage (assuming semi-annual compounding) of the net asset value per share
at the end of the period. Yield quotations are calculated according to the
following formula:
YIELD = 2 [(a-b + 1){6} - 1]
--
cd
where a equals dividends and interest earned during the period; b equals
expenses accrued for the period, net of reimbursements; c equals the average
daily number of shares outstanding during the period that are entitled to
receive dividends; and d equals the maximum offering price per share on the last
day of the period.
Except as noted below, in determining net investment income earned
during the period ("a" in the above formula), a Fund calculates interest earned
on each debt obligation held by it during the period by (1) computing the
obligation's yield to maturity, based on the market value of the obligation
(including actual accrued interest) on the last business day of the period or,
if the obligation was purchased during the period, the purchase price plus
accrued interest; (2) dividing the yield to maturity by 360 and multiplying the
resulting quotient by the market value of the obligation (including actual
accrued interest). Once interest earned is calculated in this fashion for each
debt obligation held by a Fund, net investment income is then determined by
totaling all such interest earned.
For purposes of these calculations, the maturity of an obligation with
one or more call provisions is assumed to be the next date on which the
obligation reasonably can be expected to be called or, if none, the maturity
date.
OTHER INFORMATION
Performance data of a Fund quoted in advertising and other promotional
materials represents past performance and is not intended to predict or indicate
future results. The return and principal value of an investment in a Fund will
fluctuate, and an investor's redemption proceeds may be more or less than the
original investment amount. In advertising and promotional materials a Fund may
compare its performance with data published by Lipper Analytical Services, Inc.
("Lipper") or CDA Investment Technologies, Inc. ("CDA"). A Fund also may refer
in such materials to mutual fund performance rankings and other data, such as
B-24
<PAGE>
comparative asset, expense and fee levels, published by Lipper or CDA.
Advertising and promotional materials also may refer to discussions of a Fund
and comparative mutual fund data and ratings reported in independent periodicals
including, but not limited to, The Wall Street Journal, Money Magazine, Forbes,
Business Week, Financial World and Barron's.
GENERAL INFORMATION
Each Fund is a diversified series of the Trust, which is an open-end
investment management company, organized as a Delaware business trust on
December 11, 1991. The Declaration of Trust permits the Trustees to issue an
unlimited number of full and fractional shares of beneficial interest and to
divide or combine the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interest in a Fund. Each share
represents an interest in a Fund proportionately equal to the interest of each
other share. Upon the Trust's liquidation, all shareholders would share pro rata
in the net assets of the Fund in question available for distribution to
shareholders. If they deem it advisable and in the best interest of
shareholders, the Board of Trustees may create additional series of shares which
differ from each other only as to dividends. The Board of Trustees has created
twelve series of shares, and may create additional series in the future, which
have separate assets and liabilities. Income and operating expenses not
specifically attributable to a particular Fund are allocated fairly among the
Funds by the Trustees, generally on the basis of the relative net assets of each
Fund.
Each Fund is one of a series of shares, each having separate assets and
liabilities, of the Trust. The 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 1940 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.
B-25
<PAGE>
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.
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 Funds for the fiscal year
ended October 31, 1998 and the semi-annual report to shareholders for the
six-month period ended April 30, 1998 are separate documents supplied with this
SAI, and the financial statements, accompanying notes and report of independent
accountants appearing therein are incorporated by reference into this SAI.
B-26
<PAGE>
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.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa--Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great period of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
STANDARD & POOR'S RATINGS GROUP: CORPORATE BOND RATINGS
AAA--This is the highest rating assigned by S&P to a debt obligation
and indicates an extremely strong capacity to pay principal and interest.
AA--Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.
B-27
<PAGE>
A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
COMMERCIAL PAPER RATINGS
Moody's commercial paper ratings are assessments of the issuer's
ability to repay punctually promissory obligations. Moody's employs the
following three designations, all judged to be investment grade, to indicate the
relative repayment capacity of rated issuers: Prime 1--highest quality; Prime
2--higher quality; Prime 3--high quality.
An S&P commercial paper rating is a current assessment of the
likelihood of timely payment. Ratings are graded into four categories, ranging
from "A" for the highest quality obligations to "D" for the lowest.
Issues assigned the highest rating, A, are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers "1", "2" and "3" to indicate the relative degree of safety. The
designation A-1 indicates that the degree of safety regarding timely payment is
either overwhelming or very strong. A "+" designation is applied to those issues
rated "A-1" which possess extremely strong safety characteristics. Capacity for
timely payment on issues with the designation "A-2" is strong. However, the
relative degree of safety is not as high as for issues designated A-1. Issues
carrying the designation "A-3" have a satisfactory capacity for timely payment.
They are, however, somewhat more vulnerable to the adverse effect of changes in
circumstances than obligations carrying the higher designations.
B-28
