SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
PIC INVESTMENT TRUST
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
PIC INVESTMENT TRUST
300 NORTH LAKE AVENUE
PASADENA, CALIFORNIA 91101-4106
NOTICE OF SPECIAL MEETING
To the Shareholders:
You are cordially invited to a Special Meeting (the "Meeting") of
shareholders of PIC Investment Trust (the "Trust") which will be held on October
7, 1999 at 1:00 p.m., local time, at the offices of Provident Investment
Counsel, 300 North Lake Avenue, Pasadena, California 91101. At the Meeting, you
and the other shareholders of the Trust will be asked to consider:
1. The election of Trustees; and
2. Any other business that may properly come before the Meeting or any
adjournments thereof.
Shareholders of record at the close of business on August 27, 1999 are
entitled to notice of, and to vote at, the Meeting. Your attention is called to
the accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY so that a
quorum will be present and a maximum number of shares may be voted. If you are
present at the Meeting, you may change your vote, if desired, at that time.
By Order of the Board of Trustees
Aaron W.L. Eubanks, Sr.
Secretary
Pasadena, California
September 10, 1999
<PAGE>
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to the shareholders of PIC Investment
Trust (the "Trust"), on behalf of the Trust's Board of Trustees in connection
with the solicitation of voting instructions for use at a Special Meeting of
Shareholders of the Trust (the "Meeting") to be held on October 7, 1999, at 1:00
p.m., local time, at the offices of Provident Investment Counsel, 300 North Lake
Avenue, Pasadena, California 91101 for the purposes set forth below and in the
accompanying Notice of Special Meeting. The approximate mailing date of this
Proxy Statement is September 13, 1999. At the Meeting the shareholders of the
Trust will be asked to consider:
1. The election of Trustees; and
2. Any other business that may properly come before the Meeting or any
adjournments thereof.
The Trust is part of a "master/feeder" structure. It is composed of eleven
separate series (each, a "Fund" and collectively the "Funds"). Each Fund seeks
to achieve its investment objective by investing in a Master Portfolio (a
"Portfolio" and collectively the "Portfolios") with the same investment
objective and policies as the Fund. The Portfolios are also registered
management investment companies under the Investment Company Act of 1940 (the
"1940 Act"). Whenever a Fund is requested to vote on a matter pertaining to a
Portfolio, the Fund is required to hold a meeting of its shareholders to
consider the matter.
The affirmative vote of the holders present at the Meeting, in person or by
proxy, holding more than 50% of the voting securities of the Trust present at
the Meeting is required to elect a Trustee of the Trust. If the holders of more
than 50% of the voting securities of the Trust present at the Meeting vote in
favor of the election of a Trustee, the Trust will also vote in favor of the
election of that Trustee as a Trustee of each Portfolio at that Portfolio's
shareholder meeting.
Each Portfolio's investment adviser is Provident Investment Counsel
("PIC"), 300 North Lake Avenue, Pasadena, California 91101. PIC also serves as a
co-administrator of the Trust.
The Trust's principal underwriter is First Fund Distributors, Inc., 4455 E.
Camelback Road, #E261, Phoenix, AZ 85018 ("FFD"), which is an affiliate of the
Trust's other co-administrator and each Portfolio's administrator, Investment
Company Administration, LLC, located at the same address.
<PAGE>
ELECTION OF TRUSTEES
INTRODUCTION
As noted above, the Trust and the Portfolios are organized in a
"master/feeder" arrangement, pursuant to which the assets of each of the Funds
are invested in a corresponding Portfolio. At this time, the overall supervision
of the Trust is the responsibility of a Board of Trustees, and a separate Board
of Trustees is responsible for supervision of the Portfolios. The purpose of
this meeting is to combine the separate Boards, so that the same Trustees will
all have responsibility for supervision of the Trust and the Portfolios. The
Trustees have adopted written procedures reasonably believed to be appropriate
to deal with potential conflicts of interest arising from the fact that the same
individuals will be Trustees of the Trust and each of the Portfolios.
In order to combine the Boards, each of the Trustees of the Trust should be
elected as Trustees of each of the Portfolios, and each of the Trustees of the
Portfolios should be elected as Trustees of the Trust. In addition, because of
changes in responsibilities of personnel associated with PIC, two officers of
PIC are being nominated as Trustees of the Trust and the Portfolios. If all of
the nominees are elected, the Trust and the Portfolios will each have seven
Trustees, of whom five will be "independent"; I.E., none of the five will have
any affiliation with PIC or FFD. There is no need to re-elect incumbent Trustees
of either the Trust or the Portfolios, since they are serving indefinite terms
and will continue in office.
ELECTION OF TRUSTEES OF THE TRUST
It is proposed that shareholders of the Trust consider the election of the
individuals listed below (each, a "Nominee" and collectively, the "Nominees") as
Trustees of the Trust. Each Trustee will hold office for a term of unlimited
duration. The Trustees have no reason to believe that any Nominee will be
unavailable for election.
The persons named in the accompanying form of proxy intend to vote each
such proxy for the election of the Nominees, unless shareholders specifically
indicate on their proxies the desire to withhold authority to vote for elections
to office. It is not contemplated that any Nominee will be unable to serve as a
Trustee for any reason, but if that should occur prior to the Meeting, the proxy
holders reserve the right to substitute another person or persons of their
choice as nominee or nominees.
2
<PAGE>
Certain information concerning the Nominees as Trustees of the Trust is set
forth below:
NAME, AGE, POSITIONS AND OFFICES WITH NUMBER OF SHARES OWNED
THE TRUST OR PORTFOLIOS AND PRINCIPAL DIRECTLY OR INDIRECTLY AS
OCCUPATIONS DURING THE PAST FIVE YEARS OF AUGUST 27, 1999*
-------------------------------------- -------------------
Richard N. Frank, age 76, Trustee of the 13,797 shares of Mid Cap A
Portfolios** 19,265 shares of Small
Chief Executive Officer, Lawry's Restaurants, Company I
Inc.; formerly Chairman of Lawry's Foods, Inc.
James Clayburn LaForce, age 70, Trustee of the ***
Portfolios**
Dean Emeritus, John E. Anderson Graduate School of
Management, University of California, Los Angeles.
Director of The BlackRock Funds. Trustee of Payden
& Rygel Investment Trust. Director of the Timken
Co., Rockwell International, Eli Lilly, Jacobs
Engineering Group and Imperial Credit Industries.
Angelo R. Mozilo, age 60, Trustee of the Portfolios** ***
Vice Chairman and Executive Vice President of
Countrywide Credit Industries (mortgage banking)
Douglass B. Allen****, age 37, President of the
Trust and the Portfolios ***
Vice President of PIC.
Thomas J. Condon****, age 61, 8,540 shares of Balanced A
Managing Director of PIC. 80,721 shares of Mid Cap A
- ----------
* "Balanced A" is the Provident Investment Counsel Balanced Fund A; "Mid Cap
A" is the Provident Investment Counsel Mid Cap Fund A; "Small Company I" is
the Provident Investment Counsel Small Company Growth Fund I.
** Trustee of the PIC Growth Portfolio and the PIC Balanced Portfolio since
1992, Trustee of the PIC Small Cap Portfolio since 1993, and Trustee of the
PIC Mid Cap Portfolio since 1997.
*** Nominee owns less than 1% of the outstanding shares of any Fund.
**** "Interested person" of the Trust as a result of his affiliation with PIC.
3
<PAGE>
ELECTION OF TRUSTEES OF THE PORTFOLIOS
It is proposed that shareholders of the Trust consider the election of the
individuals listed below (each, a "Nominee" and collectively, the "Nominees") as
Trustees of the Portfolios. Each Trustee will hold office for a term of
unlimited duration. The Trustees have no reason to believe that any Nominee will
be unavailable for election.
The persons named in the accompanying form of proxy intend to vote each
such proxy for the election of the Nominees, unless shareholders specifically
indicate on their proxies the desire to withhold authority to vote for elections
to office. It is not contemplated that any Nominee will be unable to serve as a
Trustee for any reason, but if that should occur prior to the Meeting, the proxy
holders reserve the right to substitute another person or persons of their
choice as nominee or nominees.
Certain information concerning the Nominees as Trustees of the Portfolios
is set forth below:
NAME, AGE, POSITIONS AND OFFICES WITH NUMBER OF SHARES OWNED
THE TRUST OR PORTFOLIOS AND PRINCIPAL DIRECTLY OR INDIRECTLY AS
OCCUPATIONS DURING THE PAST FIVE YEARS OF AUGUST 27, 1999*
-------------------------------------- -------------------
Jettie M. Edwards, age 53, Trustee of the Trust** ***
Consulting principal of Syrus Associates (consulting firm)
Wayne H. Smith, age 58, Trustee of the Trust** ***
Vice President and Treasurer of Avery Dennison
Corporation (pressure sensitive material and office
products manufacturer)
Douglass B. Allen****, age 37, President of the Trust ***
and the Portfolios
Vice President of PIC.
Thomas J. Condon****, age 61, 8,540 shares of Balanced A
Managing Director of PIC. 80,721 shares of Mid Cap A
- ----------
* "Balanced A" is the Provident Investment Counsel Balanced Fund A; "Mid Cap
A" is the Provident Investment Counsel Mid Cap Fund A; "Small Company I" is
the Provident Investment Counsel Small Company Growth Fund I.
** Trustee of the PIC Growth Portfolio and the PIC Balanced Portfolio since
1992, Trustee of the PIC Small Cap Portfolio since 1993, and Trustee of the
PIC Mid Cap Portfolio since 1997.
*** Nominee owns less than 1% of the outstanding shares of any Fund.
**** "Interested person" of the Trust as a result of his affiliation with PIC.
4
<PAGE>
COMPENSATION OF TRUSTEES
Each Trustee is of the Trust is currently paid an annual fee of $10,000, as
well as a fee of $500 for each Board meeting attended, and each Trustee of the
Portfolios is currently paid an annual fee of $10,000, as well as a fee of $500
for each Board meeting attended.
Each Trustee is permitted to defer up to 100% of his or her annual
compensation pursuant to a Deferred Compensation Plan. Messrs. Frank, Mozilo and
Smith have each executed a Deferred Compensation Agreement and may defer a
portion of their compensation from the Trust or the Portfolios. Currently, the
deferring Trustees may select from among various Funds comprising the Trust in
which all or part of their deferral account shall be deemed to be invested.
Distributions from the deferring Trustee's deferral accounts will be paid in
cash, a lump sum or in annual installments over a period of ten years.
Each Trustee is also reimbursed for expenses incurred in connection with
service as a Trustee and is reimbursed for travel and out-of-pocket expenses
relating to attendance at meetings. Trustee compensation expenses paid by the
Trusts and the Portfolios for the fiscal year ended October 31, 1998 are set
forth below.
AGGREGATE ACCRUED PENSION TOTAL COMPENSATION
COMPENSATION OR RETIREMENT FROM THE
NAME AND POSITION PAID BY THE TRUST BENEFITS FUND COMPLEX*
- ----------------- ----------------- -------- -------------
Jettie M. Edwards, $13,000 None $13,000
Trustee of the Trust
Wayne H. Smith, 3,232** None 3,232**
Trustee of the Trust
Richard N. Frank, 3,191** None 3,191**
Trustee of the Portfolios
James Clayburn LaForce, 12,000 None 12,000
Trustee of the Portfolios
Angelo R. Mozilo, 3,190** None 3,190**
Trustee of the Portfolios
- ----------
* The Fund Complex consist of the Trust and the PIC Balanced Portfolio, PIC
Growth Portfolio, PIC Mid Cap Portfolio and the PIC Small Cap Portfolio.
** Indicates a Trustee who elected to defer his compensation. At October 31,
1998, the aggregate liability pursuant to the Deferred Compensation Plan
was as follows: to Mr. Frank, $26,733; to Mr. Mozilo, $26,587; to Mr.
Smith, $27,316
The Trustees, in addition to reviewing actions of the Trust's and the
Portfolios' various service providers, decide upon matters of general policy.
5
<PAGE>
The Board of Trustees of the Trust held four regularly scheduled meetings
and two special meetings during the fiscal year ended October 31, 1998, and the
Boards of Trustees of the Portfolios held four regularly scheduled meetings
during the fiscal year ended October 31,1998. In that fiscal year, all incumbent
Trustees attended at least 75% of the meetings of their respective Boards of
Trustees and Audit Committees.
The Boards of Trustees of the Trust and the Portfolios each have an Audit
Committee which met once during the fiscal year ended October 31, 1998. Ms.
Edwards and Mr. Smith comprise the Audit Committee of the Trust, and Messrs.
Frank, LaForce and Mozilo comprise the Audit Committee of the Portfolios. Each
Audit Committee makes recommendations to the full Board of Trustees with respect
to the engagement of independent accountants. The Audit Committees also review
with the independent accountants the results of the audit engagement and matters
having a material effect on the financial operations of the Funds and the
Portfolios. Neither the Trust nor the Portfolios has a Nominating Committee;
however, the selection and nomination of Trustees of the Trust who are not
interested persons of the Trust is committed to the discretion of Ms. Edwards
and Mr. Smith, who are currently the disinterested Trustees of the Trust.
The Trustees of the Trust recommend that shareholders vote to approve the
election of the Nominees.
GENERAL INFORMATION
As of the record date for the meeting, the Trust had the following number
of shares outstanding:
FUND SHARES
- ---- ------
Provident Investment Counsel Balanced Fund A 1,560,725
Provident Investment Counsel Balanced Fund B 19,447
Provident Investment Counsel Growth Fund A 380,252
Provident Investment Counsel Growth Fund B 37,743
Provident Investment Counsel Growth Fund I 7,954,754
Provident Investment Counsel Mid Cap Fund A 665,009
Provident Investment Counsel Mid Cap Fund B 4,769
Provident Investment Counsel Small Company Growth Fund A 64,054
Provident Investment Counsel Small Company Growth Fund B 9,300
Provident Investment Counsel Small Company Growth Fund I 2,779,646
Provident Investment Counsel Small Cap Growth Fund I 8,676,488
6
<PAGE>
To the knowledge of the Trust's management, as of August 27, 1999, the only
persons owning of record or benefically more than 5% of the outstanding shares
of the Funds were as follows:
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OWNED OF FUND
- ---------------- ------------ -------
PROVIDENT INVESTMENT COUNSEL BALANCED FUND A:
Gilbert Papazian IRA 162,273 10.40%
1445 S. Down Road
Hillsborough, CA 94010
Gilbert Papazian and Margaret Papazian, Trustees 90,318 5.79%
1445 S. Down Road
Hillsborough, CA 94010
Sanwa Bank California, Trustee FBO Beth Whipple 100,297 6.43%
P.O. Box 60078
Los Angeles, CA 90060
Straffe & Co. FBO Safelite Glass 155,553 9.97%
P.O. Box 160
Westerville, OH 43006
UMBSC & Co., Trustee FBO Lillick & Charles LLP 681,261 43.65%
P.O. Box 919260
Kansas City, MO 64141
PROVIDENT INVESTMENT COUNSEL BALANCED FUND B:
Merrill Lynch Pierce Fenner & Smith For the 17,363 89.28%
Sole Benefit of its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
James E. Howard 1,111 5.71%
29573 Fall River Road
Southfield, MI 48076
PROVIDENT INVESTMENT COUNSEL GROWTH FUND A:
William A Eddy and Joan D. Eddy, Trustees 59,241 15.58%
5420 Las Lomas Street
Long Beach, CA
Wilmington Trust Company FBO Mustang Employee 401k 239,478 62.98%
PO Box 8971
Wilmington, DE 19899
7
<PAGE>
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OWNED OF FUND
- ---------------- ------------ -------
Wilmington Trust Company, Trustee FBO Catholic
Health Care 60,223 15.84%
PO Box 8971
Wilmington, DE 19899
PROVIDENT INVESTMENT COUNSEL GROWTH FUND B:
Merrill Lynch Pierce Fenner & Smith For the 32,774 86.84%
Sole Benefit of its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
Robert W. Baird Co. Inc. 2,899 7.68%
777 East Wisconsin Avenue
Milwaukee, WI 53202
PROVIDENT INVESTMENT COUNSEL GROWTH FUND I:
Harris Trust and Savings Bank Trustee FBO
Lower Bucks Hospital 402,076 5.06%
111 W. Monroe Street
Chicago, IL 60603
Milbank Tweed Hadley & McCloy Partners'
Retirement Plan 548,869 6.90%
3 Chase Metrotech Center
Brooklyn, NY 11245
Vanguard Fiduciary Trust Co., Trustee FBO 2,381,368 29.94%
Memorial Health Services Plan
P.O. Box 2600 VM 421
Valley Forge, PA 19482
PROVIDENT INVESTMENT COUNSEL MID CAP FUND A:
Larry D. Tashjian and Karen D. Tashjian, Trustees 83,498 12.56%
612 Bershire Ave
La Canada, CA 91011
George E. Handtmann III, Trustee 92,554 13.92%
333 Lambert Rd
Carpinteria, CA 93013
8
<PAGE>
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OWNED OF FUND
- ---------------- ------------ -------
Jeffrey J. Miller and Paula J. Miller, Trustees 50,000 7.52%
1252 El Vaso Street
La Canada, CA 91011
Robert M. Kommerstad and Lila M. Kommerstad, Trustees 50,000 7.52%
218 Deodar Lane
Bradbury, CA 91010
Bernard J. Johnson, Trustee 50,000 7.52%
2100 Glenview Terrace
Altadena, CA 91001
Thomas J. Condon & Julie H. Condon, Trustees 76,054 11.44%
850 Holladay Rd
San Marino, CA 91108
Thomas M. Mitchell and Jerrine E. Mitchell, Trustees 50,544 7.60%
245 Country Club Drive
San Gabriel, CA 91775
Donaldson Lufkin & Jenrette Securities Corp. 34,414 5.18%
P.O. Box 2052
Jersey City, NJ 07303
PROVIDENT INVESTMENT COUNSEL MID CAP FUND B:
Merrill Lynch Pierce Fenner & Smith For the 4,380 91.84%
Sole Benefit of its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
Everen Securities, Inc. 313 6.55%
111 East Kilbourn Avenue
Milwaukee, WI 53202
PROVIDENT INVESTMENT COUNSEL SMALL COMPANY GROWTH FUND A:
Merrill Lynch Pierce Fenner & Smith For the 47,990 74.92%
Sole Benefit of its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
IITC & Co. 4,321 6.75%
507 Canyon Boulevard
Boulder, CO 80503
9
<PAGE>
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OWNED OF FUND
- ---------------- ------------ -------
PROVIDENT INVESTMENT COUNSEL SMALL COMPANY GROWTH FUND B:
Merrill Lynch Pierce Fenner & Smith For the 9,197 98.89%
Sole Benefit of its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246
PROVIDENT INVESTMENT COUNSEL SMALL COMPANY GROWTH FUND I:
Strafe & Co. 421,389 15.13%
P.O. Box 160
Westerville, OH 43086
George E. Handtmann III and Janet L. Handtmann,
Trustees 161,742 5.81%
333 Lambert Rd
Carpinteria, CA 93013
Charles Schwab & Co., Inc. Special Custody 317,800 11.41%
Account For Benefit of Customers
101 Montgomery Street
San Francisco, CA 94104
UMBSC & Co. FBO Interstate Brands Corp. 645,804 23.18%
P.O. Box 419175
Kansas City, MO 64141
UMBSC & Co. FBO Interstate Brands Unit 363,022 13.03%
P.O. Box 419175
Kansas City, MO 64141
Atlantic Trust Company NA Nominee Account 537,508 19.29%
100 Federal Street
Boston, MA 02110
PIC SMALL CAP GROWTH FUND I:
Marine Midland Bank, Trustee for A/C 12506842 955,326 11.01%
P.O. Box 1329
Buffalo, NY 14240
10
<PAGE>
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OWNED OF FUND
- ---------------- ------------ -------
Northern Trust Company, Trustee for Utilicorp Inc. 1,061,781 12.24%
Retirement Savings Plan
P.O. Box 92956
Chicago, IL 60675
State Street Bank and Trust Company, Trustee for 1,606,263 18.51%
Glaxo Wellcome, Inc. Master Retirement Trust
105 Rosemont Avenue
Westwood, MA 02090
State Street Bank and Trust Company, Trustee for 1,403,789 16.18%
Glaxo Wellcome, Inc. Cash Balance Plan
105 Rosemont Avenue
Westwood, MA 02090
Summit Bank, Trustee for Atlantic Health System
Pension Trust 1,144,608 13.19%
210 Main Street
Hackensack, NJ 07602
U.S. Bank National Association, Custodian
Idaho Power Co. 830,384 9.57%
Employee Savings
P.O. Box 64010
St. Paul, MN 55164
The Trust will request broker-dealer firms, custodians, nominees and
fiduciaries to forward proxy materials to the beneficial owners of the shares of
the Trust held of record by such persons. In addition to the solicitation of
proxies by mail, officers and employees of the Trust, without additional
compensation, may solicit proxies in person or by telephone.
The costs associated with such solicitation and the Meeting will be borne by the
Trust.
Abstentions and broker non-votes will be counted as shares present for
purposes of determining whether a quorum is present but will not be counted for
or against any adjournment or the election of Trustees. Accordingly, abstentions
and broker non-votes effectively will be a vote against adjournment and against
the election of Trustees. Broker non-votes are shares held in street name for
which the broker indicates that instructions have not been received from the
beneficial owners or other persons entitled to vote and for which the broker
does not have discretionary voting authority.
Proxies executed by shareholders may be revoked by a written instrument
received by the Secretary of the Trust at any time before they are exercised, by
the delivery of a later-dated proxy or by attendance at the meeting and voting
in person.
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<PAGE>
OTHER MATTERS TO COME BEFORE THE MEETING
The Fund's management does not know of any matters to be presented at the
Meeting other than those described in this Proxy Statement. If other business
should properly come before the Meeting, the proxyholders will vote thereon in
accordance with their best judgment.
EXECUTIVE OFFICERS
In addition to Mr. Allen, the President of the Trust, who is a Nominee for
election as a Trustee, the executive officers of the Trust are as follows:
NAME, AGE AND POSITIONS AND OFFICES PRINCIPAL OCCUPATIONS
WITH THE TRUST OR PORTFOLIOS DURING THE PAST FIVE YEARS
---------------------------- --------------------------
Aaron W.L. Eubanks, Sr., age 37, Chief Operating Officer of PIC since
Vice President and Secretary of the August, 1999; formerly Director of
Trust and the Portfolios Operations of PIC
William T. Warnick, age 31, Vice Chief Financial Officer of PIC since
President and Treasurer of the Trust August, 1999; formerly Controller of
and the Portfolios PIC
SHAREHOLDER PROPOSALS
The Meeting is a special meeting of shareholders. The Fund is not required
to, nor does it intend to, hold regular annual meetings of its shareholders. If
such a meeting is called, any shareholder who wishes to submit a proposal for
consideration at the meeting should submit the proposal promptly to the Trust.
REPORTS TO SHAREHOLDERS
The Trust will furnish, without charge, a copy of the most recent Annual
and Semi-Annual Reports to Shareholders of the Funds on request. Requests for
such reports should be directed to the Trust c/o Provident Investment Counsel,
300 North Lake Avenue, Pasadena, California 91101-4022, or to (800) 576-8229.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED,
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
Douglass B. Allen
President
Pasadena, California
September 10, 1999
<PAGE>
PROXY
SPECIAL MEETING OF SHAREHOLDERS OF PIC INVESTMENT TRUST, OCTOBER 7, 1999
SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Douglass B. Allen and Aaron W.L.
Eubanks, Sr., and each of them individually, as proxies of the undersigned, each
with the power to appoint his substitute, for the Special Meeting of
Shareholders of PIC Investment Trust (the "Trust") to be held on October 7, 1999
at the offices of Provident Investment Counsel, 300 North Lake Avenue, Pasadena,
California 91101 at 1:00 p.m., or at any and all adjournments thereof (the
"Meeting"), to vote, as designated below, all shares of the Fund held by the
undersigned at the close of business on August 27, 1999. Capitalized terms used
without definition have the meanings given to them in the accompanying Proxy
Statement.
A SIGNED PROXY WILL BE VOTED IN FAVOR OF THE PROPOSED NOMINEES LISTED BELOW
UNLESS YOU HAVE SPECIFIED OTHERWISE. PLEASE SIGN, DATE AND RETURN THIS PROXY
PROMPTLY. YOU MAY VOTE ONLY IF YOU HELD SHARES IN THE FUND AT THE CLOSE OF
BUSINESS ON AUGUST 27, 1999. YOUR SIGNATURE AUTHORIZES THE PROXIES TO VOTE IN
THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, INCLUDING WITHOUT LIMITATION ALL MATTERS INCIDENT TO THE CONDUCT OF THE
MEETING.
TO CONSIDER THE ELECTION OF THE FOLLOWING NOMINEES:
<TABLE>
<CAPTION>
<S> <C>
To the Board of Trustees of the Trust: To the Boards of Trustees of the Portfolios:*
Richard N. Frank Douglass B. Allen Jettie M. Edwards Douglass B. Allen
James Clayburn LaForce Thomas J. Condon Wayne H. Smith Thomas J. Condon
Angelo R. Mozilo
[ ] FOR ALL [ ] WITHHOLD ALL [ ] FOR ALL [ ] WITHHOLD ALL
[ ] FOR ALL EXCEPT: [ ] FOR ALL EXCEPT:
----------------------- ------------------------
</TABLE>
To withhold authority to vote, mark "FOR ALL EXCEPT" and write on the line above
the name(s) of any nominee(s) for whom authority is withheld.
OVER
<PAGE>
Dated: , 1999
-------------------
- ---------------------------------- -----------------------------------
Signature Signature (if held jointly)
- ---------------------------------- -----------------------------------
Title (if applicable) Title (if applicable)
Please sign exactly as name or
names appear on your shareholder
account statement. When signing as
attorney, trustee, executor,
administrator, custodian, guardian
or corporate officer, please give
full title. If shares are held
jointly, each shareholder should
sign.
