PIC INVESTMENT TRUST
N-30D, 2000-01-26
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                         Annual Report October 31, 1999

                       [PROVIDENT INVESTMENT COUNSEL LOGO]

                                                         Small Cap Growth Fund I

                          Provident Investment Counsel
                         Investing in growth since 1951
<PAGE>
CONTENTS

      3         President's Letter
      4         Our Philosophy
      4         Performance Update/Portfolio Review
      5         Interview with Provident Managers
      6         Performance Comparison

THE FUND

       7        Statement of Assets and Liabilities
       8        Statement of Operations
       9        Statements of Changes in Net Assets
      10        Financial Highlights
      11        Notes to Financial Statements
      14        Report of Independent Accountants

THE PORTFOLIO

      15        Statement of Net Assets
      26        Statement of Operations
      27        Statements of Changes in Net Assets
      28        Selected Ratio Data
      29        Notes to Financial Statements
      32        Report of Independent Accountants
      33        Change in Independent Accountant

Items of Interest

- -    THE GROWTH STYLE OF INVESTMENT  CONTINUES TO ENJOY A LEADERSHIP  ROLE.  Our
     strong stock selection and sector allocation in the Fund's were rewarded by
     positive absolute and relative performance the past year.

- -    TECHNOLOGY  AND TECHNOLOGY  RELATED ISSUES  continue to provide the highest
     growth  rates and as a result  have been  larger  components  in the Fund's
     portfolio of holdings.

- -    OUR WEBSITE ADDRESS IS:
     WWW.PROVNET.COM

2
<PAGE>
Fellow Shareholder,

     We are pleased to report very  positive  results for the fiscal year ending
October  31, 1999 (more  detailed  information  is  available  on the  following
pages).  The  Small Cap  Growth  Fund I  continues  to lead the way -- more than
doubling the return of the Russell  2000 Growth  Index,  a broad  measure of the
market's overall performance.

     The underlying  fundamentals of our holdings have remained very compelling,
and our patience  through some volatility  this year has been rewarded.  Much of
the  performance  of the  broad  market  and the  Fund has  been  driven  by the
technology and telecommunications  sectors.  Accordingly, we have increased both
the size and number of holdings in these areas.

     The  narrowness of the overall stock market,  with a very limited number of
technology and  telecommunications  stocks  dominating  returns,  causes some to
worry.  Historically,  such  developments  have sometimes  ushered in unpleasant
declines.   However,   those  declines  have  most  often  been  accompanied  by
unfavorable  economic  conditions,  when either  inflation  has  surged,  or the
Federal  Reserve has embarked  upon a series of extreme  tightening  measures to
slow an overheated  economy.  This process  usually  results in either very slow
economic  growth,  or in the  extreme,  a  recession.  We do not  assign  a high
probability  to  either of these  scenarios  in the  near-term.  The one area of
concern to us at the  beginning of the year,  is high stock  market  valuations,
which makes the market vulnerable, particularly to rising interest rates.

     We remain  positive in our outlook for growth company shares well into next
year. The very positive tone and continued  domestic economic  expansion give us
reason to believe the market will broaden some in the months ahead.  As with the
stronger-than-expected corporate profits picture for 1999, we see a solid growth
picture  moving well into next year.  As to Fund  strategy,  we intend to remain
extremely  flexible,  and  are  prepared  to  take  profits  in  technology  and
telecommunications   issues  in  favor  of  other   sectors   if  we  see  equal
opportunities present themselves.

     Finally,  while Y2K and valuation concerns abound, we do not, at this time,
expect any meaningful Y2K disruptions.

     We appreciate your continued confidence in Provident Investment Counsel.

Sincerely,

/s/ Douglass B. Allen

Douglass B. Allen
President, PIC Investment Trust
December 7, 1999

                                                                               3
<PAGE>
Our Philosophy

- -    Focused, fundamental research, properly controlled, adds value.

- -    Sustainable earnings growth is the most important  contributor to long-term
     stock appreciation.

- -    Emphasis on strong  financial  characteristics  ensures focus on growth and
     quality.

[GRAPHIC]  EMERGING       COMPANY         ESTABLISHED GROWTH    MATURE COMPANIES
            GROWTH      GROWTH CURVE

- -    Investment style consistency is critical to superior  long-term  investment
     results.

Performance Update/Portfolio Review
Small Cap Growth Fund I

SECTOR WEIGHTINGS

Technology                            57.4%
Consumer Non-Durables                 13.5%
Industrials                            9.4%
Healthcare/Medical                     7.5%
Retail                                 4.9%
Energy                                 2.2%
Financial                              2.0%
Consumer Durables                      1.3%
Transportation                         1.0%
Public Utilities                       0.8%

Average annualized total returns for the period ending 10/31/99:

                                                    Since
                                                  Inception
                    1 Year   3 Year     5 Year     9/30/93
                    ------   ------     ------     -------
                    58.85%   11.14%     19.79%      16.08%

                             TOP 10 STOCK HOLDINGS:

Peregrine Systems, Inc.                                                    2.38%
Vignette Corporation                                                       2.13
Business Objects S.A. ADS                                                  2.11
The Profit Recovery Group International, Inc.                              2.11
NCO Group, Inc.                                                            2.00
Dollar Tree Stores, Inc.                                                   1.94
Emulex Corporation                                                         1.81
Mercury Interactive Corporation                                            1.80
Check Point Software Technologies, Ltd.                                    1.68
UnitedGlobalCom, Inc.                                                      1.65

4
<PAGE>
Interview with Provident Managers

WHAT INDUSTRY SECTORS PERFORMED POSITIVELY FOR THE FUND'S EQUITY HOLDINGS?

     -    Electronic Technology
     -    Technology Services
     -    Commercial Services

Q    TO WHAT DO YOU  ATTRIBUTE  THE STRONG  RETURNS OF SMALL CAP STOCKS OVER THE
     LAST YEAR?

A    For several years now, small cap stocks have generally lagged larger growth
     equities.  However,  the portfolio's  performance this year is testament to
     the market's  narrowing of the extreme  valuation gap between large cap and
     small cap stocks in the 1996-1998 period.  These valuations became more and
     more  compelling as many of the growth issues  continued to deliver  strong
     fundamental results.

Q    WHAT LED TO THE SMALL  CAP  GROWTH  FUND  SIGNIFICANTLY  OUTPERFORMING  THE
     COMPARABLE UNMANAGED INDICES OVER THE LAST YEAR?

A    The Small Cap Growth  Fund has  significantly  outperformed  the  unmanaged
     indices  through  positive stock selection and weightings in the technology
     services and electronic  technology sectors. We focused our stock selection
     in  strong  product  sectors  such  as  broadband,   communications  chips,
     fiberoptics equipment, and web-enabling software. Additionally,  almost all
     segments of the Fund provided a positive contribution.  The exceptions were
     the health  technology and retail trade sectors,  which modestly  penalized
     overall results.

Q    WHAT IS THE OUTLOOK FOR SMALL CAP STOCKS?

A    As we move into early 2000,  we are  confident in our belief that the Small
     Cap Growth  Fund will  continue to  experience  both  strong  absolute  and
     relative performance.  For several years now, small and mid cap stocks have
     generally lagged larger growth  equities.  The performance of the Fund this
     year gives us evidence  that this extreme  valuation  gap is narrowing  and
     will  continue to do so. When coupled with the still  attractive  valuation
     levels of small cap equities relative to large cap equities, the outlook is
     indeed bright.

                                                                               5
<PAGE>
- ----------------------------
Provident Investment Counsel
  Small Cap Growth Fund I
- ----------------------------

PERFORMANCE COMPARISON

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
            PROVIDENT INVESTMENT COUNSEL SMALL CAP GROWTH FUND I AND
                         THE RUSSELL 2000 GROWTH INDEX.

                           Average Annual Total Return

                      One Year   Five Years    Since Inception
                      --------   ----------    ---------------
                       58.85%      19.79%          16.08%

<TABLE>
<CAPTION>
                                                       09/30/93   10/31/93   04/30/94   10/31/94   04/30/95   10/31/95   04/30/96
                                                       --------   --------   --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>        <C>
Provident Investment Counsel Small Cap Growth Fund I    $10,000    $10,172     $9,478    $10,055    $10,514    $14,567    $18,823
Russell 2000 Growth                                     $10,000    $10,289     $9,860    $10,196    $10,721    $12,293    $14,940

<CAPTION>
                                                       10/31/96   04/30/97   10/31/97   04/30/98   10/31/98   04/30/99   10/31/99
                                                       --------   --------   --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>        <C>
Provident Investment Counsel Small Cap Growth Fund I    $18,067    $14,948    $19,005    $20,959    $15,612    $18,290    $24,800
Russell 2000 Growth                                     $13,932    $12,915    $16,879    $18,560    $14,204    $17,860    $18,365
</TABLE>

            Past performance is not predictive of future performance.

6
<PAGE>
- ----------------------------
Provident Investment Counsel
  Small Cap Growth Fund I
- ----------------------------

Statement of Assets and Liabilities
as of October 31, 1999

ASSETS
Investment in Portfolio, at value                                 $ 218,011,604
Receivables:
  Investments in Portfolio sold                                          74,823
  Fund shares sold                                                      105,669
  From Provident Investment Counsel, Inc. (Note 3)                       53,594
Prepaid expenses                                                         20,123
                                                                  -------------
Total Assets                                                        218,265,813
                                                                  =============
LIABILITIES
Payables:
  Investments in Portfolio purchased                                    105,669
  Fund shares repurchased                                                74,823
Accrued expenses                                                         27,724
Deferred trustees' compensation (Note 3)                                 22,346
                                                                  -------------
Total Liabilities                                                       230,562
                                                                  =============
NET ASSETS
Applicable to 7,569,965 shares of beneficial interest
  outstanding                                                     $ 218,035,251
                                                                  -------------
NET ASSET VALUE PER SHARE                                         $       28.80
                                                                  =============
SOURCE OF NET ASSETS
Paid-in capital                                                   $ 148,819,365
Accumulated net investment loss                                         (58,748)
Accumulated net realized gain on investments                         12,461,129
Net unrealized appreciation on investments                           56,813,505
                                                                  -------------
Net Assets                                                        $ 218,035,251
                                                                  -------------

See Notes to Financial Statements.

                                                                               7
<PAGE>
- ----------------------------
Provident Investment Counsel
  Small Cap Growth Fund I
- ----------------------------

Statement of Operations
Year ended October 31, 1999

INVESTMENT INCOME
Net investment loss from Portfolio                                 $ (1,528,501)
                                                                   ------------
Expenses:
  Administration fees (Note 3)                                          396,716
  Trustees' fees                                                         14,435
  Audit fee                                                              10,300
  Legal fees                                                             29,000
  Transfer agent's fees                                                  24,000
  Reports to shareholders                                                10,000
  Custody and accounting services fees                                    6,000
  Registration fees                                                      33,223
  Miscellaneous                                                           5,321
                                                                   ------------
  Total expenses                                                        528,995
  Less reimbursement/waiver by Provident
    Investment Counsel, Inc. (Note 3)                                  (528,995)
                                                                   ------------
  Net expenses                                                               --
                                                                   ============
Net investment loss                                                  (1,528,501)

REALIZED AND UNREALIZED GAIN ON
  INVESTMENTS
    Net realized gain on investments                                 40,481,209
    Net unrealized appreciation of investments                       49,045,476
                                                                   ------------
Net gain on investments                                              89,526,685
                                                                   ============
NET INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS                                                  $ 87,998,184
                                                                   ------------

See Notes to Financial Statements.

8
<PAGE>
- ----------------------------
Provident Investment Counsel
  Small Cap Growth Fund I
- ----------------------------

Statements of Changes in Net Assets

INCREASE (DECREASE) IN NET ASSETS

                                               Year ended          Year ended
                                             October 31, 1999   October 31, 1998
                                               -------------      -------------
From operations:
Net investment loss                            $  (1,528,501)     $    (938,236)
Net realized gain (loss) on
  investments                                     40,481,209        (27,961,289)
Net unrealized appreciation of
  investments                                     49,045,476          3,720,627
                                               -------------      -------------
Net increase (decrease) in net assets
  resulting from operations                       87,998,184        (25,178,898)
                                               =============      =============
Distributions to shareholders:
From net realized gains                                   --        (11,840,606)
                                               =============      =============
Transactions in shares of beneficial
  interest:
    Purchases of 2,806,320 and
      4,210,252 shares, respectively              61,000,731         89,693,654
    Reinvestment of 0 and 560,104
      shares, respectively                                --         11,840,607
    Redemptions of 3,024,859 and
      1,364,413 shares, respectively             (72,144,938)       (28,852,682)
                                               -------------      -------------
    Net increase (decrease) in net
      assets resulting from share
      transactions                               (11,144,207)        72,681,579
                                               =============      =============
Total increase in net assets                      76,853,977         35,662,075
                                               =============      =============
NET ASSETS
Beginning of year                                141,181,274        105,519,199
                                               -------------      -------------
End of year                                    $ 218,035,251      $ 141,181,274
                                               -------------      -------------

See Notes to Financial Statements.

                                                                               9
<PAGE>
- ----------------------------
Provident Investment Counsel
  Small Cap Growth Fund I
- ----------------------------

Financial Highlights

FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
                                 Year        Year        Year        Year        Year
                                 ended       ended       ended       ended       ended
                                October     October     October     October     October
                                31, 1999    31, 1998    31, 1997    31, 1996    31, 1995
                                -------     -------     -------     -------     -------
<S>                             <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of
  year                          $ 18.13     $ 24.08     $ 23.19     $ 18.69     $ 12.90
                                -------     -------     -------     -------     -------
Income from investment
  operations:
   Net investment loss            (0.20)      (0.03)      (0.40)      (0.10)      (0.07)
   Net realized and
     unrealized gain (loss)
     on investments               10.87       (3.99)       1.58        4.60        5.86
                                -------     -------     -------     -------     -------
Total from investment
  operations                      10.67       (4.02)       1.18        4.50        5.79
                                -------     -------     -------     -------     -------
Less distributions to
  shareholders:
   From net realized gains           --       (1.93)      (0.29)         --          --
                                -------     -------     -------     -------     -------
Net asset value, end of
  year                          $ 28.80     $ 18.13     $ 24.08     $ 23.19     $ 18.69
                                =======     =======     =======     =======     =======
Total return                      58.85%     (17.85%)      5.15%      24.08%      44.88%
                                =======     =======     =======     =======     =======
Ratios/supplemental data:
Net assets, end of year
  (millions)                    $ 218.0     $ 141.2     $ 105.5     $ 196.1     $ 130.3
                                -------     -------     -------     -------     -------
Ratios to average net
  assets:+**
   Expenses                        1.00%       1.00%       1.00%       1.00%       1.00%
   Net investment loss            (0.79%)     (0.67%)     (0.48%)     (0.60%)     (0.51%)
</TABLE>

+    Includes  the Fund's  share of  expenses,  net of fee  waivers  and expense
     reimbursements, allocated from the Portfolio.

**   Net of expense  reimbursements and fee waivers. The expense  reimbursements
     and fee  waivers of the Fund were  0.27%,  0.26%,  0.25%,  0.34% and 0.47%,
     respectively.

See Notes to Financial Statements.

10
<PAGE>
- ----------------------------
Provident Investment Counsel
  Small Cap Growth Fund I
- ----------------------------

Notes to Financial Statements

1 -- ORGANIZATION

     Provident Investment Counsel Small Cap Growth Fund I (the "Fund") (formerly
Provident  Investment  Counsel Small Cap Growth Fund) is one of eleven series of
PIC Investment Trust (the "Trust"). The Trust was organized on December 11, 1991
as a Delaware  business trust,  with an unlimited number of shares of beneficial
interest of $.01 par value, and is registered  under the Investment  Company Act
of 1940 as an open-end,  diversified  management  investment  company.  The Fund
invests  substantially  all of its  assets in the PIC Small Cap  Portfolio  (the
"Portfolio"),  a separate  registered  management  investment company having the
same investment objective as the Fund. The financial statements of the Portfolio
are included elsewhere in this report and should be read in conjunction with the
Fund's financial statements.

2 -- SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant  accounting policies consistently
followed by the Fund.  These policies are in conformity with generally  accepted
accounting principles.

     A.   INVESTMENT  VALUATION.   The  Fund  reflects  its  investment  in  the
          Portfolio  at  its   proportionate   interest  in  the  value  of  the
          Portfolio's  net assets.  Valuation of  securities by the Portfolio is
          discussed at Note 2A of the Portfolio's Notes to Financial Statements.

     B.   INVESTMENT  INCOME AND  DISTRIBUTIONS TO SHAREHOLDERS.  The Fund earns
          income, net of the expenses of the Portfolio,  daily on its investment
          in the Portfolio.  All net investment  income or loss and realized and
          unrealized  gains  or  losses  on  investments  of the  Portfolio  are
          allocated  pro-rata  among the Fund and the other Holders of Interests
          in the  Portfolio.  Distributions  to  shareholders,  if any, are paid
          annually and recorded on the ex-dividend date.

     C.   FEDERAL INCOME TAXES. The Fund intends to comply with the requirements
          of the  Internal  Revenue  Code  applicable  to  regulated  investment
          companies  and  to  distribute  all  of  its  taxable  income  to  its
          shareholders. Therefore, no federal income tax provision is required.

                                                                              11
<PAGE>
- ----------------------------
Provident Investment Counsel
  Small Cap Growth Fund I
- ----------------------------

Notes to Financial Statements
continued

     D.   ACCOUNTING ESTIMATES.  In preparing financial statements in conformity
          with  generally  accepted  accounting  principles,   management  makes
          estimates and assumptions  that affect the reported  amounts of assets
          and  liabilities at the date of the financial  statements,  as well as
          the  reported  amounts of  revenues  and  expenses  during the periods
          presented. Actual results could differ from those estimates.

3 -- TRANSACTIONS WITH AFFILIATES

     The  Trust  has  entered  into  administration  agreements  with  Provident
Investment Counsel, Inc. ("PIC") and Investment Company  Administration,  L.L.C.
("ICA") pursuant to which certain  employees of these entities serve as officers
and/or  trustees  of the  Trust  and the  Portfolio.  PIC and ICA  also  provide
management  services necessary for the operations of the Trust and the Portfolio
and furnish office  facilities.  PIC receives a fee for its services to the Fund
at the rate of 0.20% of the average  daily net assets of the Fund.  ICA receives
an annual fee for its services of $10,000.

     PIC has voluntarily agreed to reimburse the Fund to the extent necessary so
that the  expenses of the Fund,  including  those  expenses  allocated  from the
Portfolio,  do not exceed 1.00% of the Fund's average net assets.  The amount of
fees waived and  expenses  reimbursed  for the year ended  October 31, 1999 were
$386,716 and $142,279, respectively.

     First  Fund   Distributors,   Inc.   (the   "Distributor"),   a  registered
broker-dealer,  acts as the  principal  underwriter  for the Trust in connection
with the  offering of its shares.  The  Distributor  is an affiliate of ICA. The
Distributor  received no  commissions  from sales or  redemptions of Fund shares
during the year ended October 31, 1999.

     On December 19, 1995, the Trust approved a Deferred  Compensation  Plan for
Trustees (the "Plan").  Trustees are entitled to receive  $2,500 per quarter and
$500 per meeting  attended,  which is  allocated  among the Funds.  Trustees can
elect to receive payment in cash or defer payments  provided for in the Plan. If
a trustee  elects to defer  payment,  the Plan  provides  for the  creation of a
deferred payment account (phantom share account).  This account  accumulates the
deferred fees earned and the value of the account is adjusted at the end of each

12
<PAGE>
- ----------------------------
Provident Investment Counsel
  Small Cap Growth Fund I
- ----------------------------

Notes to Financial Statements
continued

quarter to reflect  the value  which  would have been  earned if the account had
been invested in designated investments.  The Fund recognizes as trustee expense
amounts accrued as meetings are held plus the change in the value of the phantom
share account determined on a quarterly basis.

4 -- INVESTMENT TRANSACTIONS

     Additions  and  reductions in the  investment  in the Portfolio  aggregated
$61,104,984 and $72,277,587, respectively.

     At October 31,  1999,  the Fund owned 85.57% of the total net assets of the
Portfolio.

                                                                              13
<PAGE>
- ----------------------------
Provident Investment Counsel
  Small Cap Growth Fund I
- ----------------------------

Report of Independent Accountants

To the Board of Trustees of
   PIC Investment Trust
   and the Shareholders of
   Provident Investment Counsel Small Cap Growth Fund I

In our  opinion,  the  accompanying  statement  of assets and  liabilities,  the
related  statements of operations and of changes in net assets and the financial
highlights present fairly, in all material  respects,  the financial position of
Provident  Investment  Counsel Small Cap Growth Fund I Series of PIC  Investment
Trust (the "Trust") at October 31, 1999, and the results of its operations,  the
changes in its net assets and the financial  highlights for the year then ended,
in conformity with generally  accepted  accounting  principles.  These financial
statements  and  financial  highlights  (hereafter  referred  to  as  "financial
statements")   are  the   responsibility   of  the   Trust's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our audit.  We conducted our audit of these  financial  statements in accordance
with  generally  accepted  auditing  standards,  which  require that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for the opinion  expressed
above. The financial  statements of the Trust as of October 31, 1998,  including
the  financial  highlights  for each of the four years in the period then ended,
were audited by other  independent  accountants  whose report dated  December 3,
1998 expressed an unqualified opinion on those financial statements.


PricewaterhouseCoopers LLP
December 3, 1999

14
<PAGE>
  P-I-C
- ---------
SMALL CAP
PORTFOLIO
- ---------

Statement of Net Assets
as of October 31, 1999


                                                                    Percntage of
EQUITY SECURITIES -- 95.76%               Shares        Value        Net Assets
                                          -------     ----------       ------
AIRLINES -- 0.47%
Ryanair Holdings plc ADS*                  28,870     $1,190,887         0.47%
                                          =======     ==========       ======
APPAREL AND SHOES -- 0.25%
The Children's Place
  Retail Stores, Inc.*                      1,900         49,519         0.02
Too, Inc.*                                 37,350        597,600         0.23
                                          -------     ----------       ------
    Total Apparel and Shoes                              647,119         0.25
                                                      ==========       ======
AUTO PARTS -- 0.90%
Gentex Corporation *                      133,600      2,296,250         0.90
                                          =======     ==========       ======
BANKS -- 0.08%
Hamilton Bancorp Inc.*                     13,230        210,026         0.08
                                          =======     ==========       ======
BEVERAGE/FOOD -- 0.46%
Beringer Wine Estates
  Holdings, Inc.*                          29,600      1,176,600         0.46
                                          =======     ==========       ======
BIOTECHNOLOGY -- 2.44%
Abgenix, Inc.*                             12,900        572,437         0.23
Albany Molecular Research, Inc.*           34,400        855,700         0.34
Alkermes, Inc.*                            27,000        953,438         0.37
Invitrogen Corporation *                   42,800      1,070,000         0.42
QLT Phototherapeutics Inc.*                65,200      2,762,850         1.08
                                          -------     ----------       ------
    Total Biotechnology                                6,214,425         2.44

See Notes to Financial Statements.

                                                                              15
<PAGE>
  P-I-C
- ---------
SMALL CAP
PORTFOLIO
- ---------

Statement of Net Assets
as of October 31, 1999

                                                                   Percentage of
EQUITY SECURITIES, continued              Shares         Value      Net Assets
                                          -------     -----------     ------
BUSINESS SERVICES -- 8.04%
CoStar Group, Inc.*                        26,900     $   662,412       0.26%
The Corporate Executive Board
  Company *                                 9,500         358,625       0.14
Dendrite International, Inc.*              83,900       2,632,362       1.03
Iron Mountain Incorporated*                16,750         506,688       0.20
NCO Group, Inc.*                          120,435       5,103,433       2.00
The Profit Recovery Group
  International, Inc.*                    130,200       5,362,613       2.11
TeleTech Holdings Inc.*                    65,700         932,119       0.37
TMP Worldwide Inc.*                        37,120       2,317,680       0.91
United Rentals, Inc.*                      38,400         715,200       0.28
Westwood One, Inc.*                        40,763       1,880,170       0.74
                                          -------     -----------     ------
    Total Business Services                            20,471,302       8.04
                                                      -----------     ------
COMPUTER SERVICES -- 6.44%
The BISYS Group, Inc.*                      7,100         362,100       0.14
Computer Network Technology
  Corporation*                              9,700         155,806       0.06
DSP Group, Inc.*                           44,700       2,134,425       0.84
Electro Scientific Industries, Inc.*       14,500         783,000       0.31
Globix Corporation*                        16,700         601,200       0.24
Jack Henry & Associates, Inc.              25,300         920,287       0.36
MicroStrategy Incorporated*                31,800       3,072,675       1.21
MIPS Technologies, Inc.*                   23,000         664,125       0.26
Modem Media . Poppe Tyson, Inc.*           31,700       2,187,300       0.86
National Computer Systems, Inc.            45,900       1,735,594       0.68
NICE Systems Ltd. ADR*                     77,550       2,248,950       0.88
Pegasus Systems, Inc.*                     33,325       1,424,644       0.56
ShowCase Corporation*                      27,800         107,725       0.04
                                          -------     -----------     ------
    Total Computer Services                            16,397,831       6.44

See Notes to Financial Statements.

16
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Statement of Net Assets
as of October 31, 1999

                                                                   Percentage of
EQUITY SECURITIES, continued              Shares        Value       Net Assets
                                          ------        -----      -------------
COMPUTER SOFTWARE -- 15.23%
Bluestone Software, Inc.*                 27,700     $ 1,021,437        0.40%
Brio Technology, Inc.*                    31,400         761,450        0.30
Business Objects S.A. ADS*                74,700       5,378,400        2.11
Check Point Software
  Technologies, Ltd.*                     36,900       4,268,869        1.68
Electronics for Imaging, Inc.*            60,900       2,455,031        0.96
Exchange Applications, Inc.*              31,200         850,200        0.33
F5 Networks, Inc.*                        10,000       1,387,500        0.54
HNC Software Inc.*                        52,600       2,100,712        0.83
Macromedia, Inc.*                         44,100       2,841,694        1.12
Mercury Interactive Corporation*          56,400       4,575,450        1.80
Micromuse Inc.*                           13,300       1,421,438        0.56
Mission Critical Software, Inc.*          12,700         747,713        0.29
National Instruments Corporation*         39,600       1,190,475        0.47
Peregrine Systems, Inc.*                 138,450       6,074,494        2.38
PLX Technology, Inc.*                     10,000         160,000        0.06
TriZetto Group, Inc.*                     45,000         450,000        0.18
Unigraphics Solutions Inc.*               17,600         379,500        0.15
Verity, Inc.*                             39,600       2,727,450        1.07
                                         -------     -----------      ------
Total Computer Software                               38,791,813       15.23
                                                     ===========      ======
CONSTRUCTION -- 0.12%
Dycom Industries, Inc.*                    9,225         300,389        0.12
                                         =======     ===========      ======
CREDIT AND FINANCE -- 0.51%
AmeriCredit Corp.*                        74,300       1,290,962        0.51

See Notes to Financial Statements.

                                                                              17
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Statement of Net Assets
as of October 31, 1999

                                                                   Percentage of
EQUITY SECURITIES, continued           Shares         Value         Net Assets
                                       -------      ----------     -------------
DISCOUNT -- 2.91%
Dollar Tree Stores, Inc.*              113,380      $4,939,116          1.94%
99 CENTS Only Stores*                   82,750       2,472,156          0.97
                                       -------      ----------        ------
    Total Discount                                   7,411,272          2.91
                                                    ==========        ======
DRUGS -- 1.86%
K-V Pharmaceutical Company,
  Class A*                              47,300         821,837          0.32
Medicis Pharmaceutical Corporation,
  Class A*                              35,500       1,082,750          0.43
Roberts Pharmaceutical Corporation*      9,300         299,925          0.12
Shire Pharmaceuticals Group plc*        79,450       2,522,538          0.99
                                       -------      ----------        ------
    Total Drugs                                      4,727,050          1.86
                                                    ==========        ======
EDUCATIONAL PROGRAMS -- 0.65%
Corinthian Colleges, Inc.*              57,100       1,113,450          0.44
Education Management Corporation*       58,200         552,900          0.21
                                       -------      ----------        ------
    Total Educational Programs                       1,666,350          0.65
                                                    ==========        ======
ELECTRIC POWER -- 0.77%
Calpine Corporation*                    33,900       1,953,488          0.77
                                       =======      ==========        ======
ELECTRICAL EQUIPMENT/PERIPHERALS -- 1.72%
Creo Products Inc.*                      8,700         221,850          0.09
Dionex Corporation*                     19,900         884,306          0.35
SanDisk Corporation*                    31,200       1,891,500          0.74
TranSwitch Corporation*                 29,400       1,383,637          0.54
- ------------------------------------   -------      ----------        ------
    Total Electrical
      Equipment/Peripherals                          4,381,293          1.72

See Notes to Financial Statements.

18
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Statement of Net Assets
as of October 31, 1999

                                                                  Percentage of
EQUITY SECURITIES, continued           Shares         Value        Net Assets
                                       -------     -----------    -------------
ELECTRONIC COMPONENTS/SEMICONDUCTORS -- 12.73%
Alpha Industries, Inc.*                 25,200     $ 1,392,300          0.55%
Brooks Automation, Inc.*                32,800         623,200          0.25
Burr-Brown Corporation*                 32,000       1,258,000          0.49
Credence Systems Corporation*           58,400       2,664,500          1.05
Cree Research, Inc.*                    76,300       3,257,056          1.28
Cymer, Inc.*                            47,000       1,736,062          0.68
Cypress Semiconductor Corporation*      36,800         940,700          0.37
The DII Group, Inc.*                    63,100       2,271,600          0.89
Flextronics International Ltd.*         31,300       2,222,300          0.87
GlobeSpan, Inc.*                        12,300         894,825          0.35
Integrated Device Technology, Inc.*     38,200         785,488          0.31
Lam Research Corporation*               37,800       3,191,738          1.25
Lattice Semiconductor Corporation*      71,800       2,539,925          1.00
Micrel, Incorporated*                   49,200       2,675,250          1.05
Orbotech Ltd.*                          25,200       1,968,750          0.77
Plexus Corp.*                           21,200         561,800          0.22
QLogic Corporation*                      8,300         864,237          0.34
Semtech Corporation*                    34,800       1,333,275          0.52
Varian Semiconductor Equipment
  Associates, Inc.*                     55,400       1,253,425          0.49
                                        ------     -----------        ------
    Total Electronic
      Components/Semiconductors                     32,434,431         12.73
                                                   -----------        ------
ELECTRONICS -- 1.30%
Ancor Communications,
  Incorporated*                         34,900       1,105,894          0.43
ANTEC Corporation*                      26,700       1,294,950          0.51
Power Integrations, Inc.*                8,900         907,244          0.36
- ------------------------------------    ------     -----------        ------
    Total Electronics                                3,308,088          1.30

See Notes to Financial Statements.

                                                                              19
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Statement of Net Assets
as of October 31, 1999

                                                                  Percentage of
EQUITY SECURITIES, continued             Shares         Value      Net Assets
                                        ---------   ------------- --------------
ENTERTAINMENT AND LEISURE -- 7.09%
American Classic Voyages Co.*             42,900     $ 1,072,500       0.42%
CINAR Corporation*                        19,100         331,862       0.13
Citadel Communications
  Corporation*                            71,200       3,439,850       1.35
Cox Radio, Inc., Class A*                 22,900       1,603,000       0.63
Emmis Communications Corporation,
  Class A*                                23,300       1,680,512       0.66
Entercom Communications Corp.,
  Class A*                                31,200       1,554,150       0.61
Fairfield Communities, Inc.*             116,770       1,430,433       0.56
International Speedway Corporation,
  Class A                                 15,300         789,863       0.31
Jones Intercable, Inc., Class A*          22,375       1,222,234       0.48
Spanish Broadcasting System, Inc.,
  Class A*                                27,900         742,838       0.29
UnitedGlobalCom, Inc.*                    48,300       4,202,100       1.65
                                         -------     -----------     ------
    Total Entertainment and Leisure                   18,069,342       7.09
                                                     ===========     ======
FINANCIAL SERVICES -- 0.59%
Metris Companies Inc.                     43,900       1,511,806       0.59
                                         =======     ===========     ======
FOOD AND RESTAURANTS -- 0.50%
Performance Food Group Company*           46,600       1,264,025       0.50
                                         =======     ===========     ======
INSURANCE -- 0.76%
Clark/Bardes Holdings, Inc.*              36,700         504,625       0.20
Financial Security Assurance
  Holdings Ltd.                           25,300       1,426,288       0.56
                                         -------     -----------     ------
    Total Insurance                                    1,930,913       0.76

See Notes to Financial Statements.

20
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Statement of Net Assets
as of October 31, 1999

                                                                   Percentage of
EQUITY SECURITIES, continued          Shares         Value           Net Assets
                                      --------     -----------     -------------
INTERNET SERVICES -- 8.16%
About.com, Inc.*                       29,500      $ 1,393,875          0.55%
AdForce, Inc.*                         12,450          343,931          0.14
Agile Software Corporation*            11,000        1,078,000          0.42
Art Technology Group, Inc.*            24,200        1,306,800          0.51
Ask Jeeves, Inc.*                      16,200        1,251,450          0.49
Critical Path, Inc.*                   46,000        2,104,500          0.83
CyberSource Corporation*               12,200          774,700          0.30
Insweb Corporation*                     9,950          179,100          0.07
JFAX.COM, Inc.*                        54,300          235,866          0.09
Marimba, Inc.*                          9,400          267,900          0.11
Media Metrix, Inc.*                    22,000        1,031,250          0.40
Paradyne Networks, Inc.*               16,700          507,262          0.20
Primus Knowledge Solutions, Inc.*      33,500        1,009,187          0.40
PSINet Inc.*                            7,000          252,000          0.10
Security First Corp.*                  26,000        1,044,875          0.41
Vignette Corporation*                  34,400        5,435,200          2.13
WebTrends Corporation*                 31,400        1,938,950          0.76
Wink Communications, Inc.*             18,300          642,788          0.25
                                       ------      -----------        ------
    Total Internet Services                         20,797,634          8.16
                                                  ============        ======
MEDICAL AND DENTAL PRODUCTS -- 0.18%
Cytyc Corporation*                     11,600          461,100          0.18
                                       ======     ============        ======
MEDICAL INSTRUMENTS -- 0.95%
Affymetrix, Inc.*                      27,500        2,423,437          0.95

See Notes to Financial Statements.

                                                                              21
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Statement of Net Assets
as of October 31, 1999


                                                                   Percentage of
EQUITY SECURITIES, continued           Shares         Value         Net Assets
                                       -------      ----------     -------------
MEDICAL/DENTAL SERVICES -- 1.75%
AmSurg Corp., Class A*                  93,200      $  570,850          0.22%
Professional Detailing, Inc.*           34,800         870,000          0.34
Renal Care Group, Inc.*                162,245       3,021,813          1.19
                                       -------      ----------        ------
    Total Medical/Dental Services                    4,462,663          1.75
                                                    ==========        ======
NETWORKING -- 3.12%
Emulex Corporation*                     29,500       4,600,156          1.81
Extreme Networks, Inc.*                  4,000         321,250          0.13
MMC Networks, Inc.*                     10,700         341,063          0.13
Visual Networks, Inc.*                  33,900       1,411,088          0.55
Xircom, Inc.*                           25,500       1,286,156          0.50
                                       -------      ----------        ------
    Total Networking                                 7,959,713          3.12
                                                    ==========        ======
OFFSHORE DRILLING -- 0.61%
Dril-Quip, Inc.*                        11,700         273,487          0.11
Rowan Companies, Inc.*                  81,600       1,269,900          0.50
                                       -------      ----------        ------
    Total Offshore Drilling                          1,543,387          0.61
                                                    ==========        ======
OIL FIELD SERVICES -- 1.52%
Atwood Oceanics, Inc.*                  17,000         494,063          0.19
Global Industries, Ltd.*                90,000         720,000          0.28
Marine Drilling Companies, Inc.*        70,600       1,142,838          0.45
Patterson Energy, Inc.*                 66,900         857,156          0.34
Trico Marine Services, Inc.*            96,300         668,081          0.26
                                       -------      ----------        ------
    Total Oil Field Services                         3,882,138          1.52
                                                    ==========        ======
POLLUTION CONTROL -- 0.85%
Newpark Resources, Inc.*               150,500         968,844          0.38
Waste Connections, Inc.*                78,125       1,206,055          0.47
                                       -------      ----------        ------
    Total Pollution Control                          2,174,899          0.85

See Notes to Financial Statements.

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Statement of Net Assets
as of October 31, 1999


                                                                   Percentage of
EQUITY SECURITIES, continued             Shares         Value       Net Assets
                                         --------    -----------   -------------
PUBLISHING/ADVERTISING -- 4.11%
Catalina Marketing Corporation*           38,200     $ 3,576,475        1.40%
Lamar Advertising Company,
  Class A*                                60,700       3,277,800        1.29
Playboy Enterprises, Inc., Class B*      141,400       3,623,375        1.42
                                         -------     -----------      ------
    Total Publishing/Advertising                      10,477,650        4.11
                                                     ===========      ======
SPECIALTY RETAIL -- 1.05%
Cost Plus, Inc.*                          54,150       1,976,475        0.78
The Yankee Candle Company, Inc.*          46,000         701,500        0.27
                                         -------     -----------      ------
    Total Specialty Retail                             2,677,975        1.05
                                                     ===========      ======
TELECOMMUNICATIONS -- 6.29%
AirGate PCS, Inc.*                        23,900       1,195,000        0.47
American Mobile Satellite
  Corporation*                            46,000         511,750        0.20
Applied Micro Circuits Corporation*       27,600       2,147,625        0.84
AudioCodes Ltd.*                          25,300       1,530,650        0.60
CD Radio Inc.*                            83,200       2,121,600        0.83
E-TEK Dynamics, Inc.*                     15,200       1,012,700        0.40
Gilat Satellite Networks, Ltd.*           38,800       2,022,450        0.80
Insight Communications
  Company, Inc.*                          33,300         786,713        0.31
Orckit Communications Ltd.*               26,900         741,431        0.29
Pinnacle Holdings Inc.*                   50,300       1,207,200        0.47
Research in Motion Limited*               55,400       1,703,550        0.67
Time Warner Telecom Inc.*                 21,000         528,938        0.21
WinStar Communications, Inc.*             13,200         512,325        0.20
                                         -------     -----------      ------
    Total Telecommunications                          16,021,932        6.29

See Notes to Financial Statements.

                                                                              23
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Statement of Net Assets
as of October 31, 1999

                                                                   Percentage of
EQUITY SECURITIES, continued           Shares         Value         Net Assets
                                     ----------    ------------    -------------
TEXTILES AND SHOES -- 0.35%
Cutter & Buck Inc.*                     53,700     $    882,694         0.35%
                                     ---------     ------------      -------
TOYS -- 0.53%
JAKKS Pacific, Inc.*                    32,800        1,344,800         0.53
                                     =========     ============      =======
TRUCKING -- 0.47%
Forward Air Corporation*                41,000        1,206,938         0.47
                                     ---------     ------------      -------
    Total Equity Securities
      (Cost $177,616,708)                           243,962,622        95.76
                                                   ============      =======
MONEY MARKET FUNDS -- 5.42%
Temporary Investment Fund Inc. --
  Temp Fund                          6,902,048        6,902,048         2.71
Temporary Investment Fund Inc. --
  Temp Cash                          6,902,048        6,902,048         2.71
                                     ---------     ------------      -------
    Total Money Market Funds
      (Cost $13,804,096)                             13,804,096         5.42
                                                   ------------      -------
    Total Investments
      (Cost $191,420,804)                           257,766,718       101.18
                                                   ============      =======

See Notes to Financial Statements.

24
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Statement of Net Assets
as of October 31, 1999

                                                                   Percentage of
OTHER ASSETS -- 0.91%                                Value           Net Assets
                                                  ------------     -------------
Receivables:
  Investment securities sold                      $  2,128,359
  Interest                                              72,743
  Shares of beneficial interest sold                   111,831
Other assets                                            18,417
                                                  ------------
    Total other assets                               2,331,350           0.91%
                                                  ============        =======
TOTAL ASSETS                                       260,098,068         102.09
                                                  ------------        -------
LIABILITIES -- (2.09%)
Payables:
  Investment securities purchased                    4,979,923
  Shares of beneficial interest redeemed                93,425
  To Advisor (Note 3)                                  153,623
Accrued expenses                                        66,002
Deferred trustees' compensation (Note 3)                42,194
                                                  ------------
    Total liabilities                                5,335,167          (2.09)
                                                  ============        =======
TOTAL NET ASSETS -- 100.00%                       $254,762,901         100.00%
                                                  ------------        -------

* Non-income producing security.

See Notes to Financial Statements.

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Statement of Operations
Year ended October 31, 1999

INVESTMENT INCOME
Income:
    Dividends                                                     $      30,354
    Interest                                                            440,273
                                                                  -------------
    Total income                                                        470,627
                                                                  =============
EXPENSES:
    Investment advisory fees (Note 3)                                 1,793,492
    Administration fees (Note 3)                                        224,187
    Accounting services fees                                             88,822
    Custodian fees                                                       66,810
    Audit fee                                                            22,997
    Trustees' fees                                                       23,835
    Insurance                                                             6,001
    Legal fees                                                           10,598
    Miscellaneous                                                         9,001
                                                                  -------------
    Total expenses                                                    2,245,743
    Less waiver by Provident Investment Counsel,
      Inc. (Note 3)                                                      (3,878)
                                                                  -------------
    Net expenses                                                      2,241,865
                                                                  =============

Net investment loss                                                  (1,771,238)
                                                                  -------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
    Net realized gain on investments                                 48,594,775
    Net unrealized appreciation of investments                       56,517,702
                                                                  -------------
Net gain on investments                                             105,112,477
                                                                  =============
NET INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS                                                 $ 103,341,239
                                                                  -------------

See Notes to Financial Statements.

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Statements of Changes in Net Assets


INCREASE (DECREASE) IN NET ASSETS
                                               Year                 Year
                                              ended                ended
                                         October 31, 1999     October 31, 1998
                                         ----------------     ----------------
FROM OPERATIONS:
    Net investment loss                    $  (1,771,238)       $  (1,197,741)
    Net realized gain (loss) on
      investments                             48,594,775          (30,872,647)
    Net unrealized appreciation
      (depreciation) of investments           56,517,702             (283,036)
                                           -------------        -------------
    Net increase (decrease) in net
      assets resulting from operations       103,341,239          (32,353,424)
                                           =============        =============
TRANSACTIONS IN INTERESTS:
    Contributions by Holders                  68,296,971          123,809,971
    Withdrawals by Holders                   (90,528,948)         (57,458,705)
                                           -------------        -------------
    Net increase (decrease) in net
      assets from transactions in
      interests                              (22,231,977)          66,351,266
                                           =============        =============
TOTAL INCREASE IN NET ASSETS                  81,109,262           33,997,842
                                           =============        =============
NET ASSETS
Beginning of year                            173,653,639          139,655,797
                                           -------------        -------------
End of year                                $ 254,762,901        $ 173,653,639
                                           -------------        -------------

See Notes to Financial Statements.

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Selected Ratio Data

<TABLE>
<CAPTION>
                                  Year        Year        Year        Year       Year
                                 ended       ended       ended       ended       ended
                                Oct. 31,    Oct. 31,    Oct. 31,    Oct. 31,   Oct. 31,
                                  1999        1998        1997        1996       1995
                                -------     ------      -------     -------     -------
<S>                             <C>         <C>         <C>         <C>         <C>
Ratios to average net assets:+
    Expenses                       1.00%      1.00%        1.00%       1.00%       1.00%
    Net investment loss           (0.79%)    (0.68%)      (0.49%)     (0.59%)     (0.51%)
                                -------     ------      -------     -------     -------
Portfolio turnover rate          133.24%     81.75%      151.52%      53.11%      45.45%
                                -------     ------      -------     -------     -------
</TABLE>

+    Net of expense reimbursements equivalent to 0.00%, 0.01%, 0.01%, 0.01%, and
     0.07% of average net assets, respectively.

See Notes to Financial Statements.

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Notes to Financial Statements

1 -- ORGANIZATION

     PIC Small Cap Portfolio (the  "Portfolio")  was organized on March 22, 1993
as a trust under the laws of the State of New York. The beneficial  interests in
the  Portfolio  are  divided  into  an  unlimited  number  of   non-transferable
interests, par value $.01 each. The Portfolio is registered under the Investment
Company Act of 1940 as an open-end, diversified management investment company.

2 -- SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant  accounting policies consistently
followed by the  Portfolio.  These  policies are in  conformity  with  generally
accepted accounting principles.

     A.   VALUATION  OF  SECURITIES.  Equity  securities  listed  on a  national
          securities  exchange or traded on Nasdaq are valued at 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.

     B.   FEDERAL  INCOME  TAXES.  The  Portfolio  intends  to  comply  with the
          requirements of the Internal Revenue Code applicable to it. Therefore,
          no federal income tax provision is required.

     C.   OTHER.  Securities  transactions are recorded on the trade date basis.
          Realized gains and losses from securities transactions are reported on
          an identified cost basis. Interest is recorded as accrued and dividend
          income is recorded on the ex-dividend date.

     D.   ACCOUNTING ESTIMATES.  In preparing financial statements in conformity
          with  generally  accepted  accounting  principles,   management  makes
          estimates and assumptions  that affect the reported  amounts of assets
          and liabilities at the date of the financial statements as well as the
          reported   amounts  of  revenues  and  expenses   during  the  periods
          presented. Actual results could differ from those estimates.

                                                                              29
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Notes to Financial Statements
continued

3 -- TRANSACTIONS WITH AFFILIATES

     The  Portfolio  has entered  into an  investment  advisory  agreement  with
Provident Investment Counsel, Inc. ("PIC") and an administration  agreement with
Investment  Company  Administration,  L.L.C.  ("ICA")  pursuant to which certain
employees of these entities serve as officers  and/or trustees of the Portfolio.
PIC and ICA also provide management services necessary for the operations of the
Portfolio and furnish office facilities.

     PIC receives an  investment  advisory fee for its services to the Portfolio
at the annual rate of 0.80% of its average daily net assets. PIC has voluntarily
agreed to limit the expenses of the  Portfolio to 1.00% of its average daily net
assets.  During the year ended  October 31, 1999,  PIC waived $3,878 in advisory
fees.

     ICA  receives for its services a fee at the annual rate of 0.10% of average
daily net assets of the Portfolio.

     On December 19, 1995, the Portfolio  approved a Deferred  Compensation Plan
for Trustees (the "Plan").  Trustees are entitled to receive  $2,500 per quarter
and $500 per meeting attended, which is allocated among the Portfolios. Trustees
can elect to receive payment in cash or defer payments provided for in the Plan.
If a trustee  elects to defer  payment,  the Plan provides for the creation of a
deferred payment account (phantom share account).  This account  accumulates the
deferred fees earned and the value of the account is adjusted at the end of each
quarter to reflect  the value  which  would have been  earned if the account had
been invested in  designated  investments.  The Portfolio  recognizes as trustee
expense amounts accrued as meetings are held plus the change in the value of the
phantom share account determined on a quarterly basis.

4 -- INVESTMENT TRANSACTIONS

     The  aggregate  cost of purchases and the proceeds from sales of investment
securities,  other than short-term  obligations,  for the year ended October 31,
1999 were $291,632,958 and $317,295,458, respectively.

30
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Notes to Financial Statements
continued


     The cost of securities  for federal  income tax purposes was  $191,628,800.
The aggregate  gross  unrealized  appreciation  and  depreciation  of investment
securities,  based on their  cost  for  federal  income  tax  purposes,  were as
follows:

Gross unrealized appreciation      $ 74,295,755
Gross unrealized depreciation        (8,157,837)
                                   ------------
Net unrealized appreciation        $ 66,137,918
                                   ============

                                                                              31
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Report of Independent Accountants


To the Board of Trustees of
     and the Holders of Interests in
     PIC Small Cap Portfolio

In our  opinion,  the  accompanying  statement  of net  assets  and the  related
statements  of  operations  and of changes in net assets and the selected  ratio
data present fairly,  in all material  respects,  the financial  position of PIC
Small Cap Portfolio  (the  "Portfolio")  at October 31, 1999, and the results of
its  operations,  the changes in its net assets and the selected  ratio data for
the  year  then  ended,  in  conformity  with  generally   accepted   accounting
principles.  These  financial  statements  and  selected  ratio data  (hereafter
referred to as "financial statements") are the responsibility of the Portfolio's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our  audit.  We  conducted  our  audit  of these  financial
statements in accordance  with  generally  accepted  auditing  standards,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audit,  which  included
confirmation  of  securities  at October 31, 1999,  by  correspondence  with the
custodian  and brokers,  provides a reasonable  basis for the opinion  expressed
above.  The  financial  statements  of the  Portfolio  as of October  31,  1998,
including the selected  ratio data for each of the four years in the period then
ended, were audited by other independent accountants whose report dated December
3, 1998 expressed an unqualified opinion on those financial statements.


PricewaterhouseCoopers LLP
December 3, 1999

32
<PAGE>
  P-I-C
- ---------
SMALL CAP
PORTFOLIO
- ---------

Change in Independent Accountant

On  August  27,  1999,  McGladrey  &  Pullen,  LLP  ("McGladrey")   resigned  as
independent  auditors  of PIC  Investment  Trust  and PIC  Small  Cap  Portfolio
pursuant  to an  agreement  by  PricewaterhouseCoopers  LLP  ("PwC")  to acquire
McGladrey's   investment   company   practice.   The   McGladrey   partners  and
professionals serving the Portfolio at the time of the acquisition joined PwC.

The reports of McGladrey on the financial statements of PIC Investment Trust and
PIC Small Cap  Portfolio  during the past two fiscal years  contained no adverse
opinion or  disclaimer  of  opinion,  and were not  qualified  or modified as to
uncertainty, audit scope or accounting principles.

In  connection  with its audits for the two most recent fiscal years and through
August 27, 1999,  there were no  disagreements  with  McGladrey on any matter of
accounting principle or practices,  financial statement disclosure,  or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
McGladrey  would  have  caused it to make  reference  to the  subject  matter of
disagreement in connection with its report.

On September 1, 1999,  and October 25, 1999,  PIC  Portfolios and PIC Investment
Trust,  respectively,  with the  approval of their  Boards of Trustees and their
Audit Committees, engaged PwC as their independent auditors.

                                                                              33
<PAGE>
- ----------------------------
Provident Investment Counsel
       Mutual Funds
- ----------------------------

Trustees and Officers

TRUSTEES AND OFFICERS -- P I C INVESTMENT TRUST
- --------------------------------------------------------------------------------
Thomas J. Condon, Trustee
Jettie M. Edwards, Trustee
Richard N. Frank, Trustee
James Clayburn LaForce, Trustee
Angelo R. Mozilo, Trustee
Wayne H. Smith, Trustee
Douglass B. Allen, President and Trustee
Aaron W.L. Eubanks, Sr., Vice President and Secretary
William T. Warnick, Vice President and Treasurer


TRUSTEES AND OFFICERS -- P*I*C PORTFOLIOS
- --------------------------------------------------------------------------------
Thomas J. Condon, Trustee
Jettie M. Edwards, Trustee
Richard N. Frank, Trustee
James Clayburn LaForce, Trustee
Angelo R. Mozilo, Trustee
Wayne H. Smith, Trustee
Douglass B. Allen, President and Trustee
Aaron W.L. Eubanks, Sr., Vice President and Secretary
William T. Warnick, Vice President and Treasurer


LEGAL COUNSEL
- --------------------------------------------------------------------------------
Paul, Hastings, Janofsky & Walker, LLP


INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
PricewaterhouseCoopers LLP

This  report is  intended  for  shareholders  of the Fund and may not be used as
sales literature unless preceded or accompanied by a current prospectus.

Past  performance  results  shown in this  report  should  not be  considered  a
representation of future performance.  Share price and returns will fluctuate so
that shares, when redeemed,  may be worth more or less than their original cost.
Statements and other information herein are dated and are subject to change.


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