PIC INVESTMENT TRUST, 485APOS, 2000-12-28

PIC INVESTMENT TRUST
485APOS, 2000-12-28

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

As Filed With the Securities and Exchange Commission on December 28, 2000

File No. 33-44579
811-6498
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 40 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 43 [X]

PIC INVESTMENT TRUST
(Exact name of registrant as specified in charter)

300 North Lake Avenue,
Pasadena, CA 91101-4106
(Address of Principal Executive Offices, Including Zip Code)

Registrant's Telephone Number (including area code): (626) 449-8500

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

copy to:
Michael Glazer
Paul, Hastings, Janofsky & Walker LLP
555 S. Flower Street
Los Angeles, CA 90071

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on(date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[X] on February 28, 2001 pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box

[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
================================================================================
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TECHNOLOGY FUND A

PROSPECTUS
February __, 2001

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

Please read this prospectus before investing, and keep it on file for future
reference. It contains important information, including how the Fund invests and
the services available to shareholders.
<PAGE>
CONTENTS

Key Facts Risk/return Summary
The Principal Goal, Strategies and Risks of
the Fund
Who May Want to Invest
Performance
Fees and Expenses
Structure of the Fund and the Portfolio
More Information About the Fund's
Investments, Strategies and Risks Management
Ways to Set Up Your Account

Your Account Calculation of Net Asset Value
Distribution Information
Distribution (12B-1) Plan
Shareholder Services Plan
How to Buy Shares
How to Sell Shares
Important Redemption Information
Investor Services

Shareholder Account Policies Dividends, Capital Gains and Taxes
Distribution Options
Understanding Distributions
Transaction Details

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KEY FACTS

MANAGEMENT: Provident Investment Counsel (PIC), located in Pasadena, California
since 1951, is the Fund's Advisor. At December 31, 2000, total assets under
PIC's management were over $__ billion.

STRUCTURE: Unlike most mutual funds, the Fund's investment in portfolio
securities is indirect. The Fund first invests all of its assets in the PIC
Technology Portfolio (the "Portfolio"). The Portfolio, in turn, acquires and
manages individual securities. The Fund has the same investment objective as the
Portfolio. This is often referred to as a master-feeder fund structure. Fund
shareholders bear the expenses of both the Fund and the Portfolio, which may be
greater than other structures. Investors should carefully consider this
investment approach.

For reasons relating to costs or a change in investment goal, among others, the
Fund could switch to another pooled investment company or decide to manage its
assets itself. The Fund is currently not contemplating such a move.

RISK/RETURN SUMMARY

THE PRINCIPAL GOAL, STRATEGIES AND RISKS OF THE FUND

GOAL: Long term growth of capital.

STRATEGY: The Fund invests in the PIC Technology Portfolio. The Portfolio
invests at least 65% of its assets in the common stock of companies in the
information technology sector of all sizes - ranging from companies with market
capitalizations (total market price of publicly traded shares) of $200 million
to more than $200 billion. For this purpose, the "information technology sector"
means companies that PIC considers to be principally engaged in the development,
production, or distribution of products or services related to the processing,
storage, transmission or presentation of information or data (such as, for
example, computer hardware and software, and telecommunications products and
services). PIC considers a company to be principally engaged in the information
technology sector if at the time of investment PIC determines that (i) a
significant portion of the company's assets, gross income, net profits or growth
rate are committed to or derived from the sector, or (ii) the company has the
potential for capital appreciation primarily as a result of particular products,
technology, patents or other market advantages in the sector.

In selecting investments, PIC does an analysis of individual companies and
invests in those companies which it believes are currently experiencing earnings
and revenue growth above the average of their sector peers and the equity market
in general (as represented by the Standard & Poor's 500 Stock Price Index). PIC
may also, to a limited degree, analyze new or unseasoned companies, including
companies making initial public offerings. The Portfolio invests primarily in
securities of U.S. issuers, but may invest up to 25% of its total assets in
securities of foreign issuers. The Portfolio may also invest in short sales. The
Portfolio is "non-diversified" and may invest more of its assets in fewer
issuers than a "diversified" investment company.

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<PAGE>
THE PRINCIPAL RISKS OF INVESTING IN THE FUND

By itself, the Fund is not a complete, balanced investment plan. And the Fund
cannot guarantee that it will reach its goal. As with all mutual funds, there is
the risk that you could lose money on your investment in the Fund. For example,
the following risks could affect the value of your investment:

MARKET RISK: The value of the Fund's investments will vary from day to day. The
value of the Fund's investments generally reflect market conditions, interest
rates and other company, political and economic news. Stock prices can rise and
fall in response to these factors for short or extended periods of time.
Therefore, when you sell your shares, you may receive more or less money than
you originally invested.

TECHNOLOGY SECTOR RISK: The Portfolio will concentrate its investments in the
information technology sector. Market or economic factors impacting that sector
could have a major effect on the value of the Portfolio's investments. Stock
prices of technology companies are particularly vulnerable to rapid changes in
technology product cycles, government regulation, high personnel turnover and
shortages of skilled employees, product development problems, and aggressive
pricing and other forms of competition. In addition, technology stocks,
especially those of smaller, less-seasoned companies, tend to have high
price/earnings ratios and to be more volatile than the overall market.

IPO RISK: The Portfolio may invest in companies making initial public offerings
("IPOs"). These involve a high degree of risk not normally associated with more
seasoned companies. They generally have limited operating histories, and their
prospects for future profitability are uncertain. They often are engaged in new
and evolving businesses, may be dependent on certain key managers and third
parties, need more personnel and other resources to manage grown, and require
significant additional capital. Investors in IPOs can be affected by substantial
dilution in the value of their shares, by sales of additional shares and by
concentration of control in existing management and principal shareholders.
Stock prices of IPOs can also be highly unstable due to the absence of a prior
public market, the small number of shares available for trading, and limited
investor information.

NON-DIVERSIFIED RISK. The Portfolio may invest more of its assets in fewer
issuers than many other funds. It will be more susceptible to adverse
developments affecting any single issuer than other funds, which could result in
greater losses than a diversified fund.

SMALL COMPANY RISK: The securities of small, less well-known companies may be
more volatile than those of larger companies. Small companies may have limited
product lines, markets or financial resources and their management be dependent
on a limited number of key individuals. Securities of these companies may have
limited market liquidity.

FOREIGN SECURITIES: Investments in foreign securities involve risks that are not
typically associated with domestic securities. The performance of foreign
securities depends on different political and economic environments and other
overall economic conditions than domestic securities. Changes in foreign
currency exchange rates will affect the values of investments quoted

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in currencies other than the U.S. dollar. Less information may be publicly
available about foreign issuers. Foreign stock markets have different clearance
and settlement procedures, and higher commissions and transaction costs, than
U.S. markets. Certain other adverse developments could occur, such as
expropriation or confiscatory taxation, political or social instability, or
other developments that could adversely affect the Fund's investments and its
ability to enforce contracts.

SHORT SALES RISK: The Portfolio will incur a loss as a result of a short sale if
the price of the security increases between the date of the short sale and the
date on which the Portfolio replaces the borrowed security. The Portfolio will
realize a gain if the security declines in price between those dates. The amount
of any gain realized will be decreased and the amount of any loss will be
increased by any dividends or interest the Portfolio may be required to pay in
connection with the short sale.

PORTFOLIO TURNOVER RISK: The Portfolio may from time to time have a high annual
portfolio turnover rate (100% or more). This has the potential to result in the
realization and distribution to shareholders of higher capital gains. This may
mean that you would be likely to have a higher tax liability. A high portfolio
turnover rate also leads to higher transaction costs, which could negatively
affect the Fund's performance.

WHO MAY WANT TO INVEST: The Fund may be appropriate for investors who are
seeking capital appreciation through a portfolio of technology companies and are
willing to accept the greater risk of investing in such companies.

Investments in the Fund are not bank deposits and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.

PERFORMANCE

Because the Fund does not have one full calendar year of operation, no bar chart
or performance table are provided.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
(as a percentage of offering price) 5.75%
Maximum deferred sales (load) charge (as a percentage
of purchase or sale price whichever is less) None
Redemption fee None*

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ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund and/or Portfolio assets)+

Management Fee (paid by the Portfolio) 0.80%
Distribution and Service (12b-1) Fees (paid by the Fund) 0.25%
Other Expenses (paid by the Fund and the Portfolio) 1.60%
Administration Fees to PIC (paid by the Fund) 0.20%
Shareholder Service Fee (paid by the Fund) 0.15%
------
Total Annual Fund Operating Expenses 3.00%
Expense Reimbursements*** (1.40%)
------
Net Expenses 1.60%
======

----------
+ The expenses in this table include both expenses of the Fund and the
Portfolio in which the Fund's assets are invested.
* Shareholders who buy $1 million of Fund shares without paying a sales
charge will be charged a 1% fee on redemptions made within one year of
purchase.
** Other Expenses are based on estimated amounts for the current fiscal year.
*** Pursuant to a contract with the Funds, PIC has agreed to reimburse the Fund
and Portfolio for investment advisory fees and other expenses for ten years
ending March 1, 2010. PIC reserves the right to be reimbursed for any
waiver of its fees or expenses paid on behalf of the Fund if, within three
subsequent years, the Fund's expenses are less than the limit agreed to by
PIC. Any reimbursements to PIC are subject to approval by the Board of
Trustees.

EXAMPLE: This Example will help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. These examples are only
illustrations, and your actual costs may be higher or lower. Let's say,
hypothetically, that the Fund's annual return is 5%, that all dividends and
distributions are reinvested and that its operating expenses remain the same.
For every $10,000 you invest, here's how much you would pay in total expenses
for the time periods shown if you redeemed your shares at the end of the period:

After 1 year $ 728
After 3 years $ 1,051

STRUCTURE OF THE FUND AND THE PORTFOLIO

The Fund is a series of PIC Investment Trust (the "Trust"). The Fund seeks to
achieve its investment objective by investing all of its assets in the PIC
Technology Portfolio. The Portfolio is a separate registered investment company
with the same investment objective as the Fund. Since the Fund will not invest
in any securities other than shares of the PIC Technology Portfolio, investors
in the Fund will acquire only an indirect interest in the Portfolio. The Fund's
and Portfolio's investment objective cannot be changed without shareholder
approval.

6
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different from the Fund's prices. This would be due to different sales charges
or operating expenses, and it might result in different investment returns to
these other funds' shareholders.

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS, STRATEGIES AND RISKS

As described earlier, the Fund invests all of its assets in PIC Technology
Portfolio. This section gives more information about how the PIC Technology
Portfolio invests.

PIC supports its selection of individual securities through intensive research
and uses qualitative and quantitative disciplines to determine when securities
should be sold. PIC's research professionals meet personally with the majority
of the senior officers of the companies in the Portfolio to discuss their
abilities to generate strong revenue and earnings growth in the future.

PIC's investment professionals focus on individual companies rather than trying
to identify the best market sectors going forward. They not only analyze
information made publicly available by companies in which the Portfolio has
invested or is considering for investment, but also gather information through
visits with company management and review of information available from others
in the company's sector. This is often referred to as a "bottom-up" approach to
investing. PIC seeks companies that have displayed strong market share, return
on equity, reinvestment rates and sales and dividend growth. Companies with
significant management ownership of stock, strong management goals, plans and
controls; and leading proprietary positions in given market niches are
especially attractive. Finally, the valuation of each company is assessed
relative to its sector, earnings growth and the market in general (as
represented by the S&P 500 Index).

The Fund seeks long term growth of capital by investing in the PIC Technology
Portfolio, which in turn invests primarily in the common stock of companies in
the information technology sector of all sizes-- ranging from companies with
market capitalizations (total market price of publicly traded shares) of $200
million to more than $200 billion. For this purpose, the "information technology
sector" means companies that PIC considers to be principally engaged in the
development, production, or distribution of products or services related to the
processing, storage, transmission or presentation of information or data. This
includes a wide range of products and services, such as:

* computer hardware and software of any kind, including semiconductors,
minicomputers, and peripheral equipment

* telecommunications products and services

* multimedia products and services, including goods and services used in
the broadcast and media industries

* data processing products and services, and

* internet companies and other companies engaged in or providing
products or services for e-commerce.

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<PAGE>
PIC considers a company to be principally engaged in the information technology
sector if at the time of investment PIC determines that (i) a significant
portion of the company's assets, gross income, net profits or growth rate are
committed to or derived from the sector, or (ii) the company has the potential
for capital appreciation primarily as a result of particular products,
technology, patents or other market advantages in the sector. PIC will invest at
least 65%, and normally at least 95%, of the Portfolio's total assets in these
securities. The Fund is "non-diversified" and may invest more of its assets in
fewer issuers than many other funds.

Investing in technology companies may involve greater risk than investing in
other industries. Stock prices of such companies are particularly vulnerable to
rapid changes in product cycles, government regulation, high personnel turnover
and shortages of skilled employees, product development problems, and aggressive
pricing and other forms of competition. Technology stocks, especially those of
smaller, less-seasoned companies, tend to be more volatile than the overall
market. The value of the Fund's shares will also be more susceptible to adverse
developments affecting any single portfolio investment than more diversified
funds.

Most companies making initial public offerings involve a high degree of risk not
normally associated with more seasoned companies. They generally have limited
operating histories, and their prospects for future profitability are uncertain.
They often are engaged in new and evolving businesses, and are particularly
vulnerable to the technology sector risks described above. They may be dependent
on certain key managers and third parties, need more personnel and other
resources to manage grown, and require significant additional capital. Investors
in IPOs can be affected by substantial dilution in the value of their shares, by
sales of additional shares and by concentration of control in existing
management and principal shareholders. Stock prices of IPOs can also be highly
unstable due to the absence of a prior public market, the small number of shares
available for trading, and limited investor information. The Portfolio may be
unable to purchase such shares directly from the underwriters at the offering
price, and may be required to purchase the shares in the aftermarket at
substantially higher prices, making it more difficult for the Portfolio to make
a profit. The Portfolio may be required to agree to contractual restrictions on
its resale of certain IPOs for periods ranging from 30 to 180 days after the
initial public offering, during which the Portfolio may not be able to sell the
shares even if their value declines as a result of adverse market movements.

The Portfolio invests primarily in securities of U.S. issuers, but may invest up
to 25% of its total assets in foreign securities. Foreign investments involve
additional risks including currency fluctuations, political and economic
instability, differences in financial reporting standards, and less stringent
regulation of securities markets.

The Portfolio may engage in short sales of securities. Although PIC does not
intend that short sales of securities will be a consistent investment strategy,
it believes that this greater short sale flexibility is desirable in view of the
volatile markets in the technology sector. In a short sale, the Portfolio sells
stocks which it does not own, making delivery with securities borrowed from a
broker. The Portfolio must replace the borrowed security by purchasing it at the
market price at the time of replacement (which can range from one day to more
than a year). Until the security is replaced, the Portfolio pays the broker a
negotiated portion of any dividends or interest which accrue during the
period of the loan, and segregates assets sufficient to cover the repurchase
price.

8
<PAGE>
In determining whether to sell a security, PIC considers the following: (a) a
fundamental change in the future outlook of the company based on PIC's research
into matters such as the market for its products, technological developments,
and competitive developments; (b) the company's performance compared to other
companies in its peer group; and (c) whether the security has reached the target
price set by PIC. These considerations are based on PIC's research, including
analytical procedures, market research and, although not always possible,
meetings or discussions with management of the company.

Although the annual portfolio turnover rate of the Portfolio will generally not
exceed 100%, it may from time to time be as high as 200%. As described above,
this has the potential to result in higher capital gains and tax liability for
shareholders, and higher transaction costs which could negatively affect the
Fund's performance.

PIC normally invests the Portfolio's assets according to its investment
strategy. However, the Portfolio may depart from its principal investment
strategies by making short-term investments in high-quality cash equivalents for
temporary, defensive purposes. At those times, the Fund would not be seeking its
investment objective.

MANAGEMENT

PIC is the advisor to the PIC Technology Portfolio, in which the Fund invests.
PIC's address is 300 North Lake Avenue, Pasadena, CA 91101. PIC traces its
origins to an investment partnership formed in 1951. It is now an indirect,
wholly owned subsidiary of Old Mutual, plc. Old Mutual is a United Kingdom-based
financial services group with substantial asset management, insurance and
banking businesses. An investment committee of PIC formulates and implements an
investment program for the Portfolio, including determining which securities
should be bought and sold.

The Portfolio pays an annual investment advisory fee to PIC for managing the
Portfolio's investments. As a percentage of net assets the fee is 0.80%.

YOUR ACCOUNT

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS

Individual accounts are owned by one person. Joint accounts can have two or more
owners (tenants).

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RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES

Retirement plans allow individuals to shelter investment income and capital
gains from current taxes. In addition, contributions to these accounts may be
tax deductible. Retirement accounts require special applications and typically
have lower minimums.

* INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal age and
under 70 1/2 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.

* ROLLOVER IRAS retain special tax advantages for certain distributions
from employer-sponsored retirement plans.

* KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION PLANS
allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.

* SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small business
owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.

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

* 401(k) PROGRAMS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.

GIFTS OR TRANSFERS TO MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

These custodial accounts provide a way to give money to a child and obtain tax
benefits. An individual can give up to $10,000 a year per child without paying
federal gift tax. Depending on state laws, you can set up a custodial account
under the Uniform Gifts to Minors Act (UGMA) or the Uniform Transfers to Minors
Act (UTMA).

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TRUST
FOR MONEY BEING INVESTED BY A TRUST

The trust must be established before an account can be opened.

BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

Does not require a special application.

CALCULATION OF NET ASSET VALUE

Once each business day, the Fund calculates its net asset value (NAV). NAV is
calculated at the close of regular trading on the New York Stock Exchange
(NYSE), which is normally 4 p.m., Eastern time. NAV will not be calculated on
days that the NYSE is closed for trading.

The Fund's assets are valued primarily on the basis of market quotations. If
quotations are not readily available, assets are valued by a method that the
Board of Trustees believes accurately reflects fair value. Some of the portfolio
securities held by the Portfolio may be primarily listed on foreign exchanges
that are open for trading on weekends or other days when the Fund does not price
its shares, and the net asset value of the Fund's shares therefore may change on
days when shareholders will not be able to purchase or redeem the Fund's shares.

SHAREHOLDER ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS AND TAXES

The Fund distributes substantially all of its net income and capital gains, if
any, to shareholders each year in December.

FUND SHARES

Fund shares are sold at the public offering price, which includes a front-end
sales charge. Shares are purchased at the next NAV calculated after your
investment is received by the Transfer Agent with complete information and
meeting all the requirements discussed in this Prospectus, including the shares
charge. The sales charge declines with the size of your purchase, as shown
below:

As a % of As a % of
offering your
Your investment price investment
--------------- ----- ----------
Up to $49,999 5.75% 6.10%
$50,000 to $99,999 4.50% 4.71%
$100,000 to $249,999 3.50% 3.63%
$250,000 to $499,999 2.50% 2.56%
$500,000 to $999,999 2.00% 2.04%
$1,000,000 and over None* None*

----------
* Shareholders who buy $1 million of Fund shares without paying a sales
charge will be charged a 1% fee on redemptions made within one year of
purchase.

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FUND A SALES CHARGE WAIVERS

Shares of Fund may be sold at net asset value (free of any sales charge) to:

(1) shareholders investing $1 million or more; (2) current shareholders of the
Balanced, Growth and Small Company Growth Funds A as of June 30, 1998 and the
Mid Cap Fund A as of September 30, 1998; (3) current or retired directors,
trustees, partners, officers and employees of the Trust, the Distributor, PIC
and its affiliates, certain family members of the above persons, and trusts or
plans primarily for such persons; (4) current or retired registered
representatives of broker-dealers having sales agreements with the Distributor
or full-time employees and their spouses and minor children and plans of such
persons; (5) investors who redeem shares from an unaffiliated investment company
which has a sales charge and use the redemption proceeds to purchase Fund shares
within 60 days of the redemption; (6) trustees or other fiduciaries purchasing
shares for certain retirement plans or organizations with 60 or more eligible
employees; (7) investment advisors and financial planners who place trades for
their own accounts or the accounts of their clients either individually or
through a master account and who charge a management, consulting or other fee
for their services; (8) employee-sponsored benefit plans in connection with
purchases of Fund shares made as a result of participant-directed exchanges
between options in such a plan; (9) "fee based accounts" for the benefit of
clients of broker-dealers, financial institutions or financial planners having
sales or service agreements with the Distributor or another broker-dealer or
financial institution with respect to sales of Fund shares; and (10) such other
persons as are determined by the Board of Trustees (or by the Distributor
pursuant to guidelines established by the Board) to have acquired Fund shares
under circumstances not involving any sales expense to the Trust or the
Distributor.

FUND A SALES CHARGE REDUCTIONS

There are several ways you can combine multiples purchases of Fund A shares to
take advantage of the breakpoints in the sales charge schedule. These can be
combined in any manner.

ACCUMULATION PRIVILEGE -- This lets you add the value of shares of any of the
Funds A you and your family already own to the amount of your next purchase of
Fund A shares for purposes of calculating the sales charge.

LETTER OF INTENT -- This lets you purchase shares of one or more Funds A over a
13-month period and receive the same sales charge as if all the shares had been
purchased at one time. COMBINATION PRIVILEGE -- This lets you combine shares of
one or more Funds A for the purpose of reducing the sales charge on the purchase
of Fund A shares.

DISTRIBUTION (12b-1) PLAN

The Trust has adopted a plan pursuant to Rule 12b-1 that allows the Fund to pay
distribution fees for the sale and distribution of its shares. The plan provides
for the payment of a distribution fee at the annual rate of up to 0.25% of the
Fund's average daily net assets. Because these fees are paid out of the Fund's
assets, over time these fees will increase the cost of your investment and may
cost you more than paying other types of sales charges.

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SHAREHOLDER SERVICES PLAN

n addition, the Trust, on behalf of the Fund, has entered into a Shareholder
Services Plan with the Advisor. Under the Shareholder Services Plan, the Advisor
will provide, or arrange for others to provide, certain shareholder services to
shareholders of the Fund. The Shareholder Services Plan provides for the payment
to the Advisor of a service fee at the annual rate of 0.15% of the Fund's
average daily net assets.

HOW TO BUY SHARES

If you are investing through a tax-sheltered retirement plan, such as an IRA,
for the first time, you will need a special application. Retirement investing
also involves its own investment procedures.
Call (800) 618-7643 for more information and a retirement application.

If you buy shares by check and then sell those shares within two weeks, the
payment may be delayed for up to seven business days to ensure that your
purchase check has cleared.

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

MINIMUM INVESTMENTS

TO OPEN AN ACCOUNT $2,000

For retirement accounts $ 500
For automatic investment plans $ 250

TO ADD TO AN ACCOUNT $ 250

For retirement plans $ 250
Through automatic investment plans $ 100

MINIMUM BALANCE $1,000

For retirement accounts $ 500

FOR INFORMATION: 800 618-7643

TO INVEST

BY MAIL:

Provident Investment Counsel Funds
P.O. Box 8943
Wilmington, DE 19899

BY WIRE:

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

BY OVERNIGHT DELIVERY:

Provident Investment Counsel Funds
400 Bellevue Parkway
Wilmington, DE 19809

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HOW TO SELL SHARES

You can arrange to take money out of your account at any time by selling
(redeeming) some or all of your shares. Your shares will be sold at the next NAV
calculated after your order is received by the Transfer Agent with complete
information and meeting all the requirements discussed in this Prospectus.

To sell shares in a non-retirement account, you may use any of the methods
described on these two pages. If you are selling some but not all of your
shares, you must leave at least $1,000 worth of shares in the account to keep it
open ($500 for retirement accounts).

Certain requests must include a signature guarantee. It is designed to protect
you and the Fund from fraud. Your request must be made in writing and include a
signature guarantee if any of the following situations apply:

* You wish to redeem more than $100,000 worth of shares,

* Your account registration has changed within the last 30 days,

* The check is being mailed to a different address from the one on your
account (record address), or

* The check is being made payable to someone other than the account
owner.

Shareholders redeeming their shares by mail should submit written instructions
with a guarantee of their signature(s) by an eligible institution acceptable to
the Fund's Transfer Agent, such as a domestic bank or trust company, broker,
dealer, clearing agency or savings association, who are participants in a
medallion program recognized by the Securities Transfer Association. The three
recognized medallion programs are Securities Transfer Agents Medallion Program
(STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange,
Inc. Medallion Signature Program (MSP). Signature guarantees that are not part
of these programs will not be accepted. A notary public cannot provide a
signature guarantee.

SELLING SHARES IN WRITING

Write a "letter of instruction" with:

* Your name,

* Your Fund account number,

* The dollar amount or number of shares to be redeemed, and

* Any other applicable requirements listed under "Important Redemption
Information."

Unless otherwise instructed, PIC will send a check to the record address.

MAIL YOUR LETTER TO:

Provident Investment Counsel Funds
P.O. Box 8943
Wilmington, DE 19899

14
<PAGE>
IMPORTANT REDEMPTION INFORMATION

ACCOUNT TYPE SPECIAL REQUIREMENTS
------------ --------------------
PHONE All account types * Your telephone call must be received
(800) 618-7643 except retirement by 4 p.m. Eastern time to be redeemed
$100,000). on that day (maximum check request

MAIL OR IN Individual, Joint * The letter of instructions must be
PERSON Tenant, Sole signed by all persons required to
Proprietorship, sign for transactions, exactly as
UGMA, UTMA their names appear on the account.

Retirement Account * The account owner should complete a
retirement distribution form.
Call (800) 618-7643 to request one.

Trust * The trustee must sign the letter
indicating capacity as trustee. If
the trustee's name is not in the
account registration, provide a copy
of the trust document certified
within the last 60 days.

Business or * At least one person authorized by
Organization corporate resolutions to act on the
account must sign the letter.

* Include a corporate resolution with
corporate seal or a signature
guarantee.

Executor, * Call (800) 618-7643 for instructions.
Administrator,
Conservator,
Guardian

WIRE All account types * You must sign up for the wire feature
except retirement before using it. To verify that it is
in place, call (800) 618-7643.
Minimum redemption wire: $5,000.

* Your wire redemption request must be
received by the Fund before 4 p.m.
Eastern time for money to be wired
the next business day.

INVESTOR SERVICES

PIC provides a variety of services to help you manage your account.

INFORMATION SERVICES

PIC'S TELEPHONE REPRESENTATIVES can be reached at (800) 618-7643.

STATEMENTS AND REPORTS that PIC sends to you include the following:

* Confirmation statements (after every transaction that affects your
account balance or your account registration)

* Annual and semi-annual shareholder reports (every six months)

15
<PAGE>
TRANSACTION SERVICES

EXCHANGE PRIVILEGE. You may sell your Fund shares and buy shares of other Funds
A by telephone or in writing. Note that exchanges into each Fund are limited to
four per calendar year, and that they may have tax consequences for you. Also
see "Shareholder Account Policies."

SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account. These redemptions take place on the 25th day of each month or, if that
day is a weekend or holiday, on the prior business day.

REGULAR INVESTMENT PLANS

One easy way to pursue your financial goals is to invest money regularly. PIC
offers convenient services that let you transfer money into your Fund account
automatically. Automatic investments are made on the 20th day of each month or,
if that day is a weekend or holiday, on the prior business day. While regular
investment plans do not guarantee a profit and will not protect you against loss
in a declining market, they can be an excellent way to invest for retirement, a
home, educational expenses, and other long term financial goals. Certain
restrictions apply for retirement accounts. Call (800) 618-7643 for more
information.

REINVESTMENT AFTER REDEMPTION

If you redeem shares in your Fund account, you can reinvest within 90 days from
the date of redemption all or any part of the proceeds in shares of the Fund or
any other Fund A, at net asset value, on the date the Transfer Agent receives
your purchase request. To take advantage of this option, send your reinvestment
check along with a written request to the Transfer Agent within ninety days from
the date of your redemption. Include your account number and a statement that
you are taking advantage of the "Reinvestment Privilege." If your reinvestment
is into a new account, it must meet the minimum investment and other
requirements of the fund into which the reinvestment is being made.

SHAREHOLDER ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS AND TAXES

The Fund distributes substantially all of its net income and capital gains, if
any, to shareholders each year in December.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to receive
your distributions. If the option you prefer is not listed on the application,
call (800) 618-7643 for instructions. The Fund offers three options:

1. REINVESTMENT OPTION. Your dividend and capital gain distributions will be
automatically reinvested in additional shares of the Fund. If you do not
indicate a choice on your application, you will be assigned this option.

2. INCOME-EARNED OPTION. Your capital gain distributions will be automatically
reinvested, but you will be sent a check for each dividend distribution.

3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.

16
<PAGE>
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested. When
you are over 59 1/2 years old, you can receive distributions in cash.

When the Fund deducts a distribution from its NAV, the reinvestment price is the
Fund's NAV at the close of business that day. Cash distribution checks will be
mailed within seven days.

UNDERSTANDING DISTRIBUTIONS

As a Fund shareholder, you are entitled to your share of the Fund's net income
and gains on its investments. The Fund passes its net income along to investors
as distributions which are taxed as dividends; long term capital gain
distributions are taxed as long term capital gains regardless of how long you
have held your Fund shares. Every January, PIC will send you and the IRS a
statement showing the taxable distributions.

TAXES ON TRANSACTIONS. Your redemptions -- including exchanges -- are subject to
capital gains tax. A capital gain or loss is the difference between the cost of
your shares and the price you receive when you sell or exchange them.

Whenever you sell shares of the Fund, PIC will send you a confirmation statement
showing how many shares you sold and at what price. You will also receive a
consolidated transaction statement every January. However, it is up to you or
your tax preparer to determine whether the sale resulted in a capital gain and,
if so, the amount of the tax to be paid. Be sure to keep your regular account
statements; the information they contain will be essential in calculating the
amount of your capital gains.

TRANSACTION DETAILS

If you violate IRS regulations, the IRS can require a Fund to withhold 31% of
your taxable distributions and redemptions.

YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. PIC may only be liable for
losses resulting from unauthorized transactions if it does not follow reasonable
procedures designed to verify the identity of the caller. PIC will request
personalized security codes or other information, and may also record calls. You
should verify the accuracy of your confirmation statements immediately after you
receive them. If you do not want the liability to redeem or exchange by
telephone, call PIC for instructions.

THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period of
time. The Fund also reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Privilege." Purchase
orders may be refused if, in PIC's opinion, they would disrupt management of the
Fund. Please note this about purchases:

* All of your purchases must be made in U.S. dollars, and checks must be
drawn on U.S. banks.

* PIC does not accept cash or third party checks.

* When making a purchase with more than one check, each check must have
a value of at least $50.

* The Fund reserves the right to limit the number of checks processed at
one time.

* If your check does not clear, your purchase will be canceled and you
could be liable for any losses or fees the Fund or its transfer agent
has incurred.

17
<PAGE>
TO AVOID THE COLLECTION PERIOD associated with check purchases, consider buying
shares by bank wire, U.S. Postal money order, U.S. Treasury check, Federal
Reserve check, or direct deposit instead.

YOU MAY BUY SHARES OF THE FUND OR SELL THEM THROUGH A BROKER, who may charge you
a fee for this service. If you invest through a broker or other institution,
read its program materials for any additional service features or fees that may
apply.

CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with PIC
may enter confirmed purchase orders on behalf of customers by phone, with
payment to follow no later than the time when the Funds are priced on the
following business day. If payment is not received by that time, the financial
institution could be held liable for resulting fees or losses. These
institutions may charge you fees for their services.

Please note this about redemptions:

* Normally, redemption proceeds will be mailed to you on the next
business day, but if making immediate payment could adversely affect
the Fund, it may take up to seven days to pay you.

* Redemptions may be suspended or payment dates postponed beyond seven
days when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.

* PIC reserves the right to deduct an annual maintenance fee of $12.00
from accounts with a value of less than $1,000. It is expected that
accounts will be valued on the second Friday in November of each year.
Accounts opened after September 30 will not be subject to the fee for
that year. T fee, which is payable to the transfer agent, is designed
to offset in part the relatively higher cost of servicing smaller
accounts.

* PIC also reserves the right to redeem the shares and close your
account if it has been reduced to a value of less than $1,000 as a
result of a redemption or transfer. PIC will give you 30 days prior
notice of its intention to close your account.

Please note this about exchanges

As a shareholder, you have the privilege of exchanging shares of the Fund for
shares of other Funds A. However, you should note the following:

* The Fund you are exchanging into must be registered for sale in your
state.

* You may only exchange between accounts that are registered in the same
name, address, and taxpayer identification number.

* Before exchanging into a Fund, read its prospectus.

18
<PAGE>
* Exchanges are considered a sale and purchase of Fund shares for tax
purposes and may result in a capital gain or loss.

* You may exchange Fund A shares only for other Fund A shares.

* Because excessive trading can hurt fund performance and shareholders,
the Fund reserves the right to temporarily or permanently terminate
the exchange privilege of any investor who makes more than four
exchanges out of the Fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for the purposes of
the four exchange limit.

* The Fund reserves the right to refuse exchange purchases by any person
or group if, in PIC's judgment, the Portfolio would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.

19
<PAGE>
FINANCIAL HIGHLIGHTS

This table show the Fund's financial performance for the period shown. Certain
information reflects financial results for a single Fund share. "Total return"
shows how much your investment in the Fund would have increased or decreased
during the period, assuming you had reinvested all dividends and distributions.
The information has been audited by ___________________ Independent Certified
Public Accountants. Their reports and the Fund's financial statements are
included in the Annual Reports.

[To be supplied by Amendment.]

20
<PAGE>
PROVIDENT INVESTMENT COUNSEL

TECHNOLOGY FUND A

For investors who want more information about the Fund, the following documents
are available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Fund's investments
is available in the Fund's annual and semi-annual reports to shareholders. In
the Fund's annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund's performance
during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Fund and is incorporated by reference into this
Prospectus.

You can get free copies of the Fund's reports and SAI, request other information
and discuss your questions about the Fund by contacting the Fund at:

Provident Investment Counsel
P.O. Box 8943
Wilmington, DE 19899 Telephone: 1-800-618-7643

You can review and copy information including the Fund's reports and SAI at the
Public Reference Room of the Securities and Exchange Commission in Washington,
D.C. You can obtain information on the operation of the Public Reference Room by
calling the Commission at 1-202-942-8090. Reports and other information about
the Fund are available:

Free of charge from the Commission's EDGAR database on the Commission's Internet
website at http://www.sec.gov

For a fee, by writing to the Public Reference Room of the Commission,
Washington, DC 20549-0102 or by electronic request at the following e-mail
address: [email protected].

(The Trust's SEC Investment Company Act
File No. is 811-06498)
<PAGE>
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

Please read this prospectus before investing, and keep it on file for future
reference. It contains important information, including how the Funds invest and
the services available to shareholders.

PROVIDENT INVESTMENT COUNSEL FUNDS

BALANCED FUND A
GROWTH FUNDS A AND B
MID CAP FUNDS A, B AND C
SMALL COMPANY GROWTH FUNDS A, B AND C

PROSPECTUS
FEBRUARY __, 2001

<PAGE>
CONTENTS

Key Facts An Overview of the Funds
Risk/Return Summary
The Principal Goals, Strategies and Risks of the Funds
Who May Want to Invest
Performance
Fees and Expenses
Structure of the Funds and the Portfolios
More Information About the Funds' Investments,
Strategies and Risks Management
The Advisor's Historical Performance Data
Your Account Ways to Set Up Your Account
Calculation of Net Asset Value
Deciding Which Fee Structure is Best For You
Distribution (12b-1) Plans
Shareholder Services Plan
How to Buy Shares
How to Sell Shares
Important Redemption Information
Investor Services
Shareholder Account Dividends, Capital Gains and Taxes
Policies Distribution Options
Understanding Distributions
Transaction Details
Financial Highlights

2
<PAGE>
KEY FACTS

AN OVERVIEW OF THE FUNDS

MANAGEMENT: Provident Investment Counsel (PIC), located in Pasadena, California
since 1951, is the Funds' Advisor. At December 31, 1999, total assets under
PIC's management were over $23 billion.

STRUCTURE: Unlike most mutual funds, each Fund's investment in portfolio
securities is indirect. A Fund first invests all of its assets in a PIC
Portfolio. The PIC Portfolio, in turn, acquires and manages individual
securities. Each Fund has the same investment objective as the PIC Portfolio in
which it invests. This is often referred to as a master-feeder fund structure.
Investors should carefully consider this investment approach.

The Balanced Fund A (the "Balanced Fund") has the same investment objective and
invests in the PIC Balanced Portfolio. The Growth Fund A and Growth Fund B (the
"Growth Funds") have the same investment objective and invest in the PIC Growth
Portfolio. The Mid Cap Fund A, Mid Cap Fund B and Mid Cap Fund C (the "Mid Cap
Funds") have the same investment objective and invest in the PIC Mid Cap
Portfolio. The Small Company Growth Fund A, Small Company Growth Fund B and
Small Company Growth Fund C (the "Small Company Growth Funds") have the same
investment objective and invest in the PIC Small Cap Portfolio.

For reasons relating to costs or a change in investment goal, among others, each
Fund could switch to another pooled investment company or decide to manage its
assets itself. None of the Funds in this Prospectus is currently contemplating
such a move.

RISK/RETURN SUMMARY

THE PRINCIPAL GOALS, STRATEGIES AND RISKS OF THE FUNDS

BALANCED FUND

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

STRATEGY: The Balance Fund invests, through the PIC Balanced Portfolio, in a
combination of growth stocks and high quality bonds. Although the percentage of
assets allocated between equity and fixed-income securities is flexible,
depending on market conditions, PIC expects that between 25% and 75% of the
Portfolio's assets will be invested in either equity securities or fixed-income
securities. In selecting common stocks, PIC does an analysis of, and invests in,
individual companies which are currently experiencing a growth of earnings and
revenue which is above the average relative to its industry peers and the equity
market in general. Although PIC may invest in companies of any size, it may
choose to invest a significant portion of the Balanced Portfolio's assets in
small, medium and large companies. The Balanced Portfolio will invest only in
fixed- income securities that have been rated investment grade by a nationally
recognized statistical rating agency, or are the unrated equivalent. The
Balanced Portfolio does not stress investments in fixed-income securities of any
particular maturity. In selecting fixed-income securities, PIC examines the
relationship between long-term and short-term interest rates and the current
economic environment.

3
<PAGE>
RISKS: These primary investment risks apply to the Fund: market, bond, small and
medium company and high portfolio turnover. See page _ for these risks and
primary investment risks common to all the Funds.

GROWTH FUNDS

GOAL: Long term growth of capital.

STRATEGY: The Growth Funds invest in the PIC Growth Portfolio. The Growth
Portfolio invests at least 65% of its assets in growth stocks. PIC defines
growth stocks as the stocks of those companies with high rates of growth in
sales and earnings, strong financial characteristics, a proprietary product,
industry leadership, significant management ownership and well thought out
management goals, plans and controls. Although PIC may invest in companies of
any size, it may choose to invest a significant portion of the Growth
Portfolio's assets in small and medium companies. In selecting common stocks,
PIC does an analysis of, and invests in, individual companies which are
currently experiencing a growth of earnings and revenue which is above the
average relative to its industry peers and the domestic equity market in
general.

RISKS: These primary investments risks apply to the Funds: market and small and
medium company. See page _ for these risks and primary investment risks common
to all of the Funds.

MID CAP FUNDS

GOAL: Long term growth of capital.

STRATEGY: The Mid Cap Funds invest in the PIC Mid Cap Portfolio. The Mid Cap
Portfolio invests at least 65% of its assets primarily in the common stock of
medium-sized companies at time of initial purchase. Medium-sized companies are
those whose market capitalizations at the time of initial purchase are $1
billion to $10 billion and/or those securities included in the Russell Midcap
Growth Index. In selecting investments, PIC does an analysis of individual
companies and invests in those medium-capitalization companies which it believes
have the best prospects for future growth of earnings and revenue.

RISKS: These primary investment risks apply to the Funds: market, small and
medium company and high portfolio turnover. See page _ for these risks and
primary investment risks common to all of the Funds.

SMALL COMPANY GROWTH FUNDS

GOAL: Long term growth of capital.

4
<PAGE>
STRATEGY: The Small Company Growth Funds invest in the PIC Small Cap Portfolio.
The Small Cap Portfolio invests at least 65% of its assets primarily in the
common stock of small-capitalization companies. Small-capitalization companies
are those whose market capitalization or annual revenues at the time of initial
purchase are $50 million to $2 billion. In selecting investments, PIC does an
analysis of individual companies and invests in those small-capitalization
companies which it believes have the best prospects for future growth of
earnings and revenue.

THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS

By itself, no Fund is a complete, balanced investment plan. And no Fund can
guarantee that it will reach its goal. As with all mutual funds, there is the
risk that you could lose money on your investment in any of the Funds. For
example, the following risks could affect the value of your investment:

MARKET RISK: The value of each Fund's investments will vary from day to day. The
value of the Funds' investments generally reflects market conditions, interest
rates and other company, political and economic news. Stock prices can rise and
fall in response to these factors for short or extended periods of time.
Therefore, when you sell your shares, you may receive more or less money than
you originally invested.

SMALL AND MEDIUM COMPANY RISK: Each Fund may invest in the securities of small
and medium- sized companies. However, the Mid Cap Funds primarily invest in the
securities of medium-sized companies and the Small Company Growth Funds
primarily invest in the securities of small-sized companies. The securities of
medium and small, less well-known companies may be more volatile than those of
larger companies. Such companies may have limited product lines, markets or
financial resources and their securities may have limited market liquidity.
These risks are greater for small-sized companies.

BOND RISK: The Balanced Fund invests in bonds. A bond's market value is affected
significantly by changes in interest rates. Generally, when interest rates rise,
the bond's market value declines and when interest rates decline, its market
value rises. Generally, the longer a bond's maturity, the greater the risk and
the higher its yield. Conversely, the shorter a bond's maturity, the lower the
risk and the lower its yield. A bond's value can also be affected by changes in
the bond's credit quality rating or its issuer's financial condition. To the
extent the Funds invest in mortgage-backed securities, they will be subject to
prepayment risk. When interest rates decline, mortgagees often prepay the
principal on these securities which may significantly lower their yield.

PORTFOLIO TURNOVER RISK: With the exception of the Growth Funds, the Funds may
experience high portfolio turnover. A high portfolio turnover rate (100% or
more) has the potential to result in the realization and distribution to
shareholders of higher capital gains. This may mean that you would be likely to
have a higher tax liability. A high portfolio turnover rate also leads to higher
transactions costs, which could negatively affect a Fund's performance.

5
<PAGE>
WHO MAY WANT TO INVEST

The Balanced Fund may be appropriate for investors who seek long-term total
return, but hope to see less fluctuation in the value of their investment.

The Growth Funds may be appropriate for investors who are seeking capital
appreciation through a diversified portfolio of securities of companies of any
size, but are willing to accept the greater risk of investing in growth stocks.

The Mid Cap Funds may be appropriate for investors who are seeking capital
appreciation through a portfolio of medium-size companies and are willing to
accept the greater risk of investing in such companies.

The Small Company Growth Funds may be appropriate for investors who are seeking
capital appreciation through a portfolio of small-size companies and are willing
to accept the greater risk of investing in such companies.

Investments in the Funds are not bank deposits and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.

PERFORMANCE

The following performance information indicates some of the risks of investing
in the Funds A. The bar charts show how the Funds' total returns have varied
from year to year. The tables show the Funds' average returns over time compared
with broad-based market indices. The bar charts do not reflect sales charges,
which would lower the returns shown. In prior years, the Mid Cap Fund compared
its performance to the Russell Midcap Index. It now compares its performance to
the Russell Midcap Growth Index because this Index more accurately reflects the
investment policies and strategies of the Fund. This past performance will not
necessarily continue in the future. Because the Funds B and Funds C have been in
operation for less than a full calendar year, their total return bar chart and
performance table have not been included.

BALANCED FUND A

Calendar Year Total Returns (%)

93 - 2.69%
94 - -3.13%
95 - 22.31%
96 - 15.56%
97 - 22.32%
98 - 31.12%
99 - 21.39%

Best quarter: up 19.31%, 4th quarter 1999
Worst quarter: down -5.09%, 3rd quarter 1998

6
<PAGE>
AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1999

Since Inception
1 Year 5 Years (June 11, 1992)
------ ------- ---------------
Balanced Fund A+ 14.41% 21.00% 15.06%
Lipper Balanced Fund Index* 8.98 16.33 12.80
S&P 500 Index** 21.14 28.66 21.05
Lehman Brothers Government/
Corporate Bond Index*** -2.15 7.61 6.79
S&P 500 Index and Lehman Brothers
Government/Corporate Bond Index**** 11.45 20.09 15.22

----------
+ Includes maximum sales charge.
* The Lipper Balanced Fund Index measures the performance of those mutual
funds that Lipper Analytical Services, Inc. has classified as "balanced."
Balanced funds maintain a portfolio of both stocks and bonds, typically
with a stock ratio of approximately 60% of assets and a bond ratio of of
approximately 40% of assets. The funds in this index have a similar
investment objective as the Balanced Funds.
** The S&P 500 Index is an unmanaged index generally representative of the
market for stocks of large-sized companies.
*** The Lehman Brothers Government/Corporate Bond Index is an unmanaged
market-weighted index which is generally regarded as representative of the
market for domestic bonds.
**** These figures represent a blend of the performance of both the S&P 500
Index (60%) and the Lehman Brothers Government/Corporate Bond Index (40%)
rebalanced monthly. This combined index was created by PIC because it
reflects the asset allocation between equity and fixed-income securities
that PIC intends to maintain.

GROWTH FUND A

Calendar Year Total Returns (%)

98 - 39.16%
99 - 34.35%

Best quarter: up 28.97%, 4th quarter 1999
Worst quarter: down -8.78%, 3rd quarter 1998

AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1999

Since Inception
1 Year (February 3, 1997)
------ ------------------
Growth Fund A+ 26.63% 28.34%
S&P 500 Index* 21.14 25.87
Russell 1000 Growth Index** 33.16 32.22

----------
+ Includes maximum sales charge.
* The S&P 500 Index is an unmanaged index generally representative of the
market for the stocks of large-sized U.S. companies.
** The Russell 1000 Growth Index measures the performance of those Russell
1000 companies with higher price-to-book ratios and higher forecasted
growth values. The Russell 1000 Index is a recognized index of
large-capitalization companies.

7
<PAGE>
MID CAP FUND A

Calendar Year Total Returns (%)

98 - 26.30%
99 - 83.33%

Best quarter: up 56.66%, 4th quarter 1999
Worst quarter: down -15.72%, 3rd quarter 1998

AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1999

Since Inception
1 Year (December 31, 1997)
------ -------------------
Mid Cap Fund A+ 72.79% 47.73%
Russell Midcap Growth Index* 51.29 33.54

----------
+ Includes maximum sales charge.
* The Russell Midcap Growth Index measures the performance of those Russell
Midcap companies with lower price-to-book ratios and lower forecasted
growth values.

SMALL COMPANY GROWTH FUND A

Calendar Year Total Returns (%)

98 - 5.26%
99 - 90.87%

Best quarter: up 59.44%, 4th quarter 1999
Worst quarter: down -24.84%, 3rd quarter 1998

AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1999

Since Inception
1 Year (February 3, 1997)
------ ------------------
Small Company Growth Fund A+ 79.89% 24.05%
Russell 2000 Growth Index* 43.09 17.54

----------
+ Includes maximum sales charge.
* The Russell 2000 Growth Index measures the performance of those companies
in the Russell 2000 Index with higher price-to-book ratios and lower
forecasted growth values. The Russell 2000 Index is a recognized index of
small-capitalization companies.

8
<PAGE>
FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds.

<TABLE>
<CAPTION>
Provident Provident Provident
Investment Investment Investment
Counsel Counsel Counsel
Funds A Funds B Funds C
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER FEES
(Fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
(as a percentage of offering price) 5.75% None None
Maximum deferred sales (load) charge (as a
percentage of purchase or sale price whichever is less) None 5.00% 1.00%
Redemption fee None* None None
Exchange fee None None None
</TABLE>

----------
* Shareholders who buy $1 million of Fund A shares without paying a sales
charge will be charged a 1% fee on redemptions made within one year of
purchase.

ANNUAL FUND OPERATING EXPENSES**
(expenses that are deducted from Fund assets)

<TABLE>
<CAPTION>
Small
Company
Balanced Growth Mid Cap Growth
Fund A Fund A Fund A Fund A
------ ------ ------ ------
<S> <C> <C> <C> <C>
Management Fee (paid by the Portfolio) 0.60% 0.80% 0.70% 0.80%
Distribution and Service (12b-1) Fees
(paid by the Fund) 0.25% 0.25% 0.25% 0.25%
Other Expenses***
(paid by the Fund and the Portfolio) 0.60% 1.22% 1.11% 6.00%
Administration Fee to PIC
(paid by the Fund) 0.20% 0.20% 0.20% 0.20%
Shareholder Services Fee
(paid by the Fund) 0.15% 0.15% 0.15% 0.15%
----- ----- ----- -----
Total Annual Fund Operating Expenses 1.80% 2.62% 2.41% 7.40%
Expense Reimbursements **** (0.75%) (1.27%) (1.02%) (5.95%)
----- ----- ----- -----
Net Expenses 1.05% 1.35% 1.39% 1.45%
===== ===== ===== =====
</TABLE>
10
<PAGE>
Small
Company
Growth Mid Cap Growth
Fund B Fund B Fund A
------ ------ -------
Management Fee (paid by the Portfolio) 0.80% 0.70% 0.80%
Distribution and Service (12b-1) Fees
(paid by the Fund) 1.00% 1.00% 1.00%
Other Expenses*** (paid by the Fund
and the Portfolio) 24.68% 94.39% 204.41%
Administration Fee to PIC
(paid by the Fund) 0.20% 0.20% 0.20%
------ ------ -------
Total Annual Fund Operating Expenses 26.68% 96.29% 206.41%
Expense Reimbursements **** (24.58%) (94.25%) (204.11%)
------ ------ -------
Net Expenses 2.10% 2.14% 2.30%
====== ====== =======

Small
Company
Mid Cap Growth
Fund C Fund C
------ ------
Management Fee (paid by the Portfolio) 0.70% 0.80%
Distribution and Service (12b-1) Fees
(paid by the Fund) 1.00% 1.00%
Other Expenses** (paid by the Fund
and the Portfolio) 1.86% 3.00%
Administration Fee to PIC
(paid by the Fund) 0.20% 0.20%
----- -----
Total Annual Fund Operating Expenses 3.76% 5.00%
Expense Reimbursements *** (1.62%) (2.70%)
----- -----
Net Expenses 2.14% 2.30%
===== =====

----------
** The tables above and the Examples below reflect the expenses of the Funds
and the Portfolios.
*** Other Expenses are based on estimated amounts for the current fiscal year.
**** Pursuant to a contract with the Funds, PIC has agreed to reimburse each
Fund and Portfolio for investment advisory fees and other expenses for ten
years ending March 1, 2010. PIC reserves the right to be reimbursed for any
waiver of its fees or expenses paid on behalf of the Funds if, within three
subsequent years, a Fund's expenses are less than the limit agreed to by
PIC. Any reimbursements to PIC are subject to approval by the Board of
Trustees.

11
<PAGE>
EXAMPLES: These examples will help you compare the cost of investing in the
Funds with the cost of investing in other mutual funds. These examples are only
illustrations, and your actual costs may be higher or lower. Let's say,
hypothetically, that each Fund's annual return is 5% , that all dividends and
distributions are reinvested and that its operating expenses remain the same.
For every $10,000 you invest, here's how much you would pay in total expenses
for the time periods shown if you redeemed your shares at the end of the period:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Balanced Fund A $ 676 $ 890 $1,121 $1,784
Growth Fund A $ 705 $ 978 $1,272 $2,105
Growth Fund B $ 713 $ 958 $1,329 $2,431
Mid Cap Fund A $ 708 $ 990 $1,292 $2,148
Mid Cap Fund B $ 717 $ 970 $1,349 $2,472
Mid Cap Fund C $ 317 $ 670 N/A N/A
Small Company Growth Fund A $ 708 $ 990 $1,292 $2,148
Small Company Growth Fund B $ 733 $1,018 $1,433 $2,636
Small Company Growth Fund C $ 333 $ 718 N/A N/A

You would pay the following expenses if you did not redeem your shares:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Balanced Fund A $ 676 $ 890 $1,121 $1,784
Growth Fund A $ 705 $ 978 $1,272 $2,105
Growth Fund B $ 213 $ 658 $1,129 $2,431
Mid Cap Fund A $ 708 $ 990 $1,292 $2,148
Mid Cap Fund B $ 217 $ 670 $1,149 $2,472
Mid Cap Fund C $ 217 $ 670 N/A N/A
Small Company Growth Fund A $ 708 $ 990 $1,292 $2,148
Small Company Growth Fund B $ 233 $ 718 $1,230 $2,636
Small Company Growth Fund C $ 233 $ 718 N/A N/A

STRUCTURE OF THE FUNDS AND THE PORTFOLIOS

Each Fund seeks to achieve its investment objective by investing all of its
assets in a PIC Portfolio. Each Portfolio is a separate registered investment
company with the same investment objective as the Fund. Since a Fund will not
invest in any securities other than shares of a Portfolio, investors in the Fund
will acquire only an indirect interest in the Portfolio. Each Fund's and
Portfolio's investment objective cannot be changed without shareholder approval.

A Portfolio may sell its shares to other funds and institutions as well as to a
Fund. All who invest in a Portfolio do so on the same terms and conditions and
pay a proportionate share of the Portfolio's expenses. However, these other
funds may sell their shares to the public at prices different from the

12
<PAGE>
Funds' prices. This would be due to different sales charges or operating
expenses, and it might result in different investment returns to these other
funds' shareholders.

MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS, STRATEGIES AND RISKS

As described earlier, each Fund invests all of its assets in a PIC Portfolio.
This section gives more information about how the PIC Portfolios invest.

PIC supports its selection of individual securities through intensive research
and uses qualitative and quantitative disciplines to determine when securities
should be sold. PIC's research professionals meet personally with the majority
of the senior officers of the companies in the Portfolios to discuss their
abilities to generate strong revenue and earnings growth in the future.

PIC's investment professionals focus on individual companies rather than trying
to identify the best market sectors going forward. This is often referred to as
a "bottom-up" approach to investing. PIC seeks companies that have displayed
exceptional profitability, market share, return on equity, reinvestment rates
and sales and dividend growth. Companies with significant management ownership
of stock, strong management goals, plans and controls; and leading proprietary
positions in given market niches are especially attractive. Finally, the
valuation of each company is assessed relative to its industry, earnings growth
and the market in general.

Each Portfolio invests to a limited degree in foreign securities. Foreign
investments involve additional risks including currency fluctuations, political
and economic instability, differences in financial reporting standards, and less
stringent regulation of securities markets.

In determining whether to sell a security, PIC considers the following: (a) a
fundamental change in the future outlook of the company based on PIC's research;
(b) the company's performance compared to other companies in its peer group; and
(c) whether the security has reached the target price set by PIC. These
considerations are based on PIC's research, including analytical procedures,
market research and, although not always possible, meetings or discussions with
management of the company.

Each Portfolio seeks to spread investment risk by diversifying its holdings
among many companies and industries. PIC normally invests each Portfolio's
assets according to its investment strategy. However, each Portfolio may depart
from its principal investment strategies by making short-term investments in
high-quality cash equivalents for temporary, defensive purposes. At those times,
a Fund would not be seeking its investment objective.

PROVIDENT INVESTMENT COUNSEL BALANCED FUND

The Balanced Fund seeks total return while preserving capital by investing in
the PIC Balanced Portfolio. The Balanced Portfolio will attempt to achieve total
return through investments in equity and fixed-income securities. The
Portfolio's investments in equity securities will principally be in shares of
common stock. Although the Portfolio will invest a minimum of 25% of its total
assets in fixed-income securities, the percentage of assets allocated between
fixed-income and equity securities is flexible.

13
<PAGE>
In selecting investments for the Balanced Portfolio, PIC will include the common
stock of companies of various sizes which are currently experiencing a growth of
earnings and revenue which is above the average relative to its industry peers
and the equity market general. The Balanced Portfolio will invest in a range of
small, medium and large companies.

The Balanced Portfolio will also invest at least 25%, and may invest up to 70%,
of its total assets in fixed-income securities, both to earn current income and
to achieve gains from an increase in the value of the fixed-income securities.
The types of fixed-income securities in which the Balanced Portfolio will invest
include U.S. dollar denominated corporate debt securities and U.S. Government
securities. The Balanced Portfolio will invest only in fixed-income securities
that are rated investment grade by a nationally recognized statistical rating
agency, or are the unrated equivalent.
Lower-rated securities have higher credit risks. In selecting fixed-income
securities, PIC does not stress any particular target maturity. Rather, the
Balanced Portfolio will invest in any maturity PIC deems the most favorable at
the time.

Fixed-income securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term fixed-income securities
are generally more sensitive to interest rate changes than short-term
fixed-income securities. In general, prices of fixed-income securities rise when
interest rates fall, and vice versa.

In selecting fixed-income securities, PIC does not base its investment decisions
on forecasts of future interest rates or economic events. Rather, in selecting
fixed-income securities for the Balanced Portfolio, PIC examines the
relationship between long-term and short-term interest rates, taking into
account historical relationships and the current economic environment. PIC seeks
to identify sectors and individual securities within certain sectors, which it
has determined are undervalued. PIC's analysis takes into account historical
data and current market conditions.

PROVIDENT INVESTMENT COUNSEL GROWTH FUNDS

The Growth Funds seek long term growth of capital by investing in the PIC Growth
Portfolio, which in turn invests primarily in shares of common stock. Under
normal circumstances, the Growth Portfolio will invest at least 65% of its
assets in shares of common stock. In selecting investments for the Growth
Portfolio, PIC will include companies of various sizes which are currently
experiencing a growth of earnings and revenue which is above the average
relative to its industry peers and the stock market in general.

PROVIDENT INVESTMENT COUNSEL MID CAP FUNDS

The Mid Cap Funds seek long term growth of capital by investing in the PIC Mid
Cap Portfolio, which in turn invests primarily in the common stock of medium-
sized companies.

PIC will invest at least 65%, and normally at least 95%, of the Mid Cap
Portfolio's total assets in these securities. The Mid Cap Portfolio has
flexibility, however, to invest the balance in other market capitalizations and
security types. Investing in medium capitalization stocks may involve greater
risk than investing in large capitalization stocks, since they can be subject to
more abrupt or erratic movements in value. However they tend to involve less
risk than stocks of small companies.

14
<PAGE>
PROVIDENT INVESTMENT COUNSEL SMALL COMPANY GROWTH FUNDS

The Small Company Growth Funds seek long term growth of capital by investing in
the PIC Small Cap Portfolio, which in turn invests primarily in the common stock
of small companies.

PIC will invest at least 65%, and normally at least 95%, of the Portfolio's
total assets in these securities. The Small Cap Portfolio has flexibility,
however, to invest the balance in other market capitalizations and security
types. Investing in small capitalization stocks may involve greater risk than
investing in large or medium capitalization stocks, since they can be subject to
more abrupt or erratic movements in value. Small companies may have limited
product lines, markets or financial resources and their management may be
dependent on a limited number of key individuals. Securities of these companies
may have limited market liquidity and their prices tend to be more volatile.

MANAGEMENT

PIC is the advisor to the PIC Portfolios, in which the respective Funds invest.
PIC's address is 300 North Lake Avenue, Pasadena, CA 91101. PIC traces its
origins to an investment partnership formed in 1951. It is now an indirect,
wholly owned subsidiary of Old Mutual, plc. Old Mutual is a United Kingdom-based
financial services group with substantial asset management, insurance and
banking businesses. An investment committee of PIC formulates and implements an
investment program for each Portfolio, including determining which securities
should be bought and sold.

Each Portfolio pays an investment advisory fee to PIC for managing the
Portfolio's investments. Last year, as a percentage of net assets, net of
waiver, the Balanced Portfolio paid PIC 0.32%; the Growth Portfolio paid 0.80%
and the Small Cap Portfolio paid 0.80%. For the same period, PIC waived all
investment advisory fees due from the Mid Cap Portfolio.

THE ADVISOR'S HISTORICAL PERFORMANCE DATA

The investment results presented below are not the results of the Funds. They
are for composites of all accounts managed by PIC with substantially similar
investment objectives and strategies to the Funds.

Composite results have been prepared in accordance with the AIMR Performance
Presentation Standards for periods commencing January 1, 1993. Rates of return
for the periods prior to 1993 do not comply with the AIMR Standards as they are
calculated on an equal weighted basis rather than asset weighted basis. AIMR is
a non- profit membership and education organization with more than 60,000
members worldwide that, among other things, has formulated a set for performance
presentation standards for investment advisers. These AIMR performance
presentation standards are intended to (i) promote full and fair presentations
by investment advisers of their performance results, and (ii) ensure uniformity
in reporting so that performance results of investments advisors are directly
comparable.

15
<PAGE>
All returns presented were calculated on a total return basis and include all
dividends and interest, accrued income and realized and unrealized gains and
losses. All returns do not reflect investment management fees and other
operating expenses paid by the accounts in the composites. Securities
transactions are accounted for on the trade date and accrual accounting is
utilized. Cash and equivalents are included in performance returns. The
composites' returns are calculated on a time-weighted basis.

These composites are unaudited and are not intended to predict or suggest the
returns that might be expected for the Funds. Figures reflect average annual
returns. Average annual total returns show that cumulative total returns for a
stated time period (i.e., 3, 7 or 10 years) have been averaged over the period.
You should note that the Funds will compute and disclose average annual return
using the standard formula set forth in SEC rules, which differs in certain
respects from the methodology used below to calculate PIC's performance. The SEC
total return calculation method calls for computation and disclosure of an
average annual compounded rate of return for one, five and ten year periods or
shorter periods, from inception. The calculation provides a rate of return that
equates a hypothetical initial investment of $1,000 to an ending redeemable
value. The formula requires that returns to be shown for the Funds will be net
of advisory fees as well as any maximum applicable sales charges and all other
Fund operating expenses.

The accounts included in the composites are not mutual funds and are not subject
to the same rules and regulations imposed by the 1940 Act and the Internal
Revenue Code (for example, diversification and liquidity requirements and
restrictions on transactions with affiliates) as the Funds or to the same types
of expenses that the Funds pay. These differences might have adversely affected
the performance figures shown below. The Indices are not managed and do not pay
any fees or expenses.

PERFORMANCE ENDED DECEMBER 31, 1999

1 Year 3 Years 7 Years 10 Years
------ ------- ------- --------
PIC Balanced Composite 21.11% 25.86% 17.07% 17.80%
Lipper Balanced Fund Index(1) 8.98 14.69 12.89 12.26
S&P 500 Index(2) 21.14 27.66 21.59 18.25
Lehman Brothers Government/
Corporate Bond Index(3) (2.15) 5.55 6.42 7.65
S&P 500 Index/Lehman Brothers
Government/Corporate Bond Index(4) 11.45 18.73 15.51 14.11
PIC Large Cap Growth Equity Composite 35.53% 34.91% 21.72% 22.40%
S&P 500 Index(2) 21.14 27.66 21.59 18.25
Russell 1000 Growth Index(5) 33.16 34.07 23.17 20.32
PIC Mid Cap Growth Equity Composite 85.76% 37.24% 23.30% 24.11%
Russell Midcap Growth Index(6) 51.29 29.77 20.74 18.95
PIC Small Cap Growth Commingled Fund 86.41% 26.00% 24.63% 24.51%
Russell 2000 Growth Index(7) 43.09 17.83 14.87 13.51

16
<PAGE>
----------
(1) The Lipper Balanced Fund Index measures the performance of those mutual
funds that Lipper Analytical Services, Inc. has classified as "balanced."
Balanced funds maintain a portfolio of both stocks and bonds, typically
with a stock ratio of approximately 60% of assets and a bond ratio of
approximately 40% of assets. The funds in this index have a similar
investment objective as the Balanced Funds.
(2) The S&P 500 Index is an unmanaged index generally representative of the
market for stocks of large-sized companies.
(3) The Lehman Brothers Government/Corporate Bond Index is an unmanaged
market-weighted index which is generally regarded as representative of the
market for domestic bonds.
(4) These figures represent a blend of the performance of both the S&P 500
Index (60%) and the Lehman Brothers Government/Corporate Bond Index (40%)
rebalanced monthly. This combined index mirrors the composition of the PIC
Balanced Composite.
(5) The Russell 1000 Growth Index measures the performance of those Russell
1000 companies with higher price-to-book ratios and higher forecasted
growth values. The Russell 1000 Index is a recognized index of larger
capitalization companies.
(6) The Russell Midcap Growth Index measures the performance of those companies
in the Russell 1000 Growth Index with higher price-to-book ratios and
higher forecasted growth values. The Russell 1000 Growth Index is a
recognized index of larger capitalization companies.
(7) The Russell 2000 Growth Index measures the performance of those companies
in the Russell 2000 Index with higher price-to-book ratios and lower
forecasted growth values. The Russell 2000 Index is a recognized index of
small-capitalization companies.

YOUR ACCOUNT

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS

Individual accounts are owned by one person. Joint accounts can have two or more
owners (tenants).

RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES

17
<PAGE>
* INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal age and
under 70 1/2 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.

* ROLLOVER IRAS retain special tax advantages for certain distributions
from employer-sponsored retirement plans.

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

* 401(k) PROGRAMS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.

GIFTS OR TRANSFERS TO MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST
FOR MONEY BEING INVESTED BY A TRUST

The trust must be established before an account can be opened.

BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR OTHER GROUPS

Does not require a special application.

CALCULATION OF NET ASSET VALUE

Once each business day, each Fund calculates its net asset value (NAV). NAV is
calculated at the close of regular trading on the New York Stock Exchange
(NYSE), which is normally 4 p.m., Eastern time. NAV will not be calculated on
days that the NYSE is closed for trading.

18
<PAGE>
Each Fund's assets are valued primarily on the basis of market quotations. If
quotations are not readily available, assets are valued by a method that the
Board of Trustees believes accurately reflects fair value. The NAV for Fund A,
Fund B and Fund C shares will generally differ because they have different
expenses.

DECIDING WHICH FEE STRUCTURE IS BEST FOR YOUR

As mentioned earlier, there are Funds A, Funds B and Funds C. While all the
Funds invest in the same PIC Portfolio (for example, Mid Cap Fund A, Mid Cap
Fund B and Mid Cap Fund C invest in the PIC Mid Cap Portfolio), each Fund has
separate sales charge and expense structures. Because of the different expense
structures, Fund A, Fund B and Fund C will have different NAVs and dividends.

The principal advantages of Fund A shares are the lower overall expenses, the
availability of quantity discounts on volume purchases and certain account
privileges that are available only on Fund A shares. The principal advantage of
Fund B and Fund C shares is that all of your money is put to work from the
outset. The difference between Fund B and Fund C depends on how long you
anticipate having your money invested. Generally, if you have a short investment
horizon, you might consider purchasing Fund C shares as opposed to Fund B
shares.

FUND A SHARES

Fund A shares are sold at the public offering price, which includes a front-end
sales charge. Shares are purchased at the next NAV calculated after your
investment is received by the Transfer Agent with complete information and
meeting all the requirements discussed in this Prospectus, including the shares
charge. The sales charge declines with the size of your purchase, as shown
below:

----------
* Shareholders who buy $1 million of Fund A shares without paying a sales
charge will be charged a 1% fee on redemptions made within one year of
purchase.

FUND A SALES CHARGE WAIVERS

Shares of Fund A may be sold at net asset value (free of any sales charge) to:

19
<PAGE>
(1) shareholders investing $1 million or more; (2) current shareholders of the
Balanced, Growth and Small Company Growth Funds A as of June 30, 1998 and the
Mid Cap Fund A as of September 30, 1998, and shareholders of the Small Company
Growth Fund I who are now shareholders of the Small Company Growth Fund A as a
result of the merger; (3) current or retired directors, trustees, partners,
officers and employees of the Trust, the Distributor, PIC and its affiliates,
certain family members of the above persons, and trusts or plans primarily for
such persons; (4) current or retired registered representatives of broker-
dealers having sales agreements with the Distributor or full-time employees and
their spouses and minor children and plans of such persons; (5) investors who
redeem shares from an unaffiliated investment company which has a sales charge
and use the redemption proceeds to purchase Fund A shares within 60 days of the
redemption; (6) trustees or other fiduciaries purchasing shares for certain
retirement plans or organizations with 60 or more eligible employees; (7)
investment advisors and financial planners who place trades for their own
accounts or the accounts of their clients either individually or through a
master account and who charge a management, consulting or other fee for their
services; (8) employee-sponsored benefit plans in connection with purchases of
Fund A shares made as a result of participant-directed exchanges between options
in such a plan; (9) "fee based accounts" for the benefit of clients of
broker-dealers, financial institutions or financial planners having sales or
service agreements with the Distributor or another broker-dealer or financial
institution with respect to sales of Fund A shares; (10) investors making
purchases through retail fund "supermarkets"; and (11) such other persons as are
determined by the Board of Trustees (or by the Distributor pursuant to
guidelines established by the Board) to have acquired Fund A shares under
circumstances not involving any sales expense to the Trust or the Distributor.

FUND A SALES CHARGE REDUCTIONS

There are several ways you can combine multiples purchases of Fund A shares to
take advantage of the breakpoints in the sales charge schedule. These can be
combined in any manner.

ACCUMULATIVE PRIVILEGE -- This lets you add the value of shares of any of the
Funds A you and your family already own to the amount of your next purchase of
Fund A shares for purposes of calculating the sales charge.

LETTER OF INTENT -- This lets you purchase shares of one or more Funds A over a
13-month period and receive the same sales charge as if all the shares had been
purchased at one time.

COMBINATION PRIVILEGE -- This lets you combine shares of one or more Funds A for
the purpose of reducing the sales charge on the purchase of Fund A shares.

FUND B AND FUND C SHARES

The price you will pay to buy Fund B or Fund C shares is based on the Fund's
NAV. Shares are purchased at the next NAV calculated after your investment is
received by the Transfer Agent with complete information and meeting all the
requirements discussed in this Prospectus.

20
<PAGE>
You may be charged a contingent deferred sales charge ("CDSC") if you sell your
Fund B or Fund C shares within a certain time after you purchased them. There is
no CDSC imposed on shares which you acquire by reinvesting your dividends. The
CDSC is based on the original cost of your shares or the market value of them
when you sell, whichever is less. When you place an order to sell your shares,
we will first sell any shares in your account which are not subject to a CDSC.
Next we will sell shares subject to the lowest CDSC.

If you sell your Fund C shares within one full year of purchase, you may be
charged a 1.00% CDSC.

The CDSC for Fund B shares are as follows:

Years after
Purchase CDSC
-------- ----
1 5.00%
2 4.00%
3 3.00%
4 3.00%
5 2.00%
6 1.00%
Within the 7th Year None

After seven years, your Fund B shares automatically will convert to a class of
shares with the same investment objective and policies as your Fund. For
example, if you own shares of Mid Cap Fund B, they will be converted to a new
class of Mid Cap Fund shares to be established. The new class of shares will
have lower distribution fees. This will mean that your Fund account will be
subject to lower overall charges. The conversion will be a non-taxable event for
you.

The CDSC for Fund B and Fund C shares may be reduced or waived under certain
circumstances and for certain groups. Call (800) 618-7643 for details.

DISTRIBUTION (12B-1) PLANS

The Trust has adopted plans pursuant to Rule 12b-1 that allows each Fund to pay
distribution fees for the sale and distribution of its shares. The plan with
respect to Fund A shares provides for the payment of a distribution fee at the
annual rate of up to 0.25% of each Fund's average daily net assets. The plans
with respect to Fund B and Fund C shares provides for the payment of a
distribution fee at the annual rate of up to 0.75% of each Fund's average daily
net assets and a service fee at the annual rate of up to 0.25% of each Fund's
average daily net assets. Because these fees are paid out of a Fund's assets,
over time these fees will increase the cost of your investment and may cost you
more than paying other types of sales charges.

SHAREHOLDER SERVICES PLAN

In addition, the Trust, on behalf of each Fund A, has entered into a Shareholder
Services Plan with the Advisor. Under the Shareholder Services Plan, the Advisor
will provide, or arrange for others to provide, certain shareholder services to
shareholders of each Fund A. The Shareholder Services Plan provides for the
payment to the Advisor of a service fee at the annual rate of 0.15% of each Fund
A's average daily net assets.

21
<PAGE>
HOW TO BUY SHARES

If you buy shares by check and then sell those shares within two weeks, the
payment may be delayed for up to seven business days to ensure that your
purchase check has cleared.

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

MINIMUM INVESTMENTS

TO OPEN AN ACCOUNT $2,000

For retirement accounts $ 500
For automatic investment plans $ 250

TO ADD TO AN ACCOUNT $ 250

For retirement plans $ 250
Through automatic investment plans $ 100

MINIMUM BALANCE $1,000

For retirement accounts $ 500

FOR INFORMATION: (800) 618-7643

TO INVEST

BY MAIL:

Provident Investment Counsel Funds
P.O. Box 8943
Wilmington, DE 19899

BY WIRE:

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

BY OVERNIGHT DELIVERY:

Provident Investment Counsel Funds
400 Bellevue Parkway
Wilmington, DE 19809

22
<PAGE>
HOW TO SELL SHARES

Certain requests must include a signature guarantee. It is designed to protect
you and the Funds from fraud. Your request must be made in writing and include a
signature guarantee if any of the following situations apply:

* You wish to redeem more than $100,000 worth of shares,

* Your account registration has changed within the last 30 days,

* The check is being mailed to a different address from the one on your
account (record address), or

* The check is being made payable to someone other than the account
owner.

Shareholders redeeming their shares by mail should submit written instructions
with a guarantee of their signature(s) by an eligible institution acceptable to
the Funds' Transfer Agent, such as a domestic bank or trust company, broker,
dealer, clearing agency or savings association, who are participants in a
medallion program recognized by the Securities Transfer Association. The three
recognized medallion programs are Securities Transfer Agents Medallion Program
(STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange,
Inc. Medallion Signature Program (MSP). Signature guarantees that are not part
of these programs will not be accepted. A notary public cannot provide a
signature guarantee.

SELLING SHARES IN WRITING

Write a "letter of instruction" with:

* Your name,

* Your Fund account number,

* The dollar amount or number of shares to be redeemed, and

* Any other applicable requirements listed under "Important Redemption
Information."

* Unless otherwise instructed, PIC will send a check to the record
address.

MAIL YOUR LETTER TO:

Provident Investment Counsel Funds
P.O. Box 8943
Wilmington, DE 19899

<PAGE>
IMPORTANT REDEMPTION INFORMATION

Retirement Account * The account owner should complete a
retirement distribution form.
Call (800) 618-7643 to request one.

Business or * At least one person authorized by
Organization corporate resolutions to act on the
account must sign the letter.

* Include a corporate resolution with
corporate seal or a signature
guarantee.

Executor, * Call (800) 618-7643 for instructions.
Administrator,
Conservator,
Guardian

WIRE All account types * You must sign up for the wire feature
except retirement before using it. To verify that it is
in place, call (800) 618-7643.
Minimum redemption wire: $5,000.

* Your wire redemption request must be
received by the Fund before 4 p.m.
Eastern time for money to be wired
the next business day.

INVESTOR SERVICES

PIC provides a variety of services to help you manage your account.

INFORMATION SERVICES

PIC'S telephone representatives can be reached at (800) 618-7643.

Statements and reports that PIC sends to you include the following:

* Confirmation statements (after every transaction that affects your
account balance or your account registration)

* Annual and semi-annual shareholder reports (every six months)

24
<PAGE>
TRANSACTION SERVICES

EXCHANGE PRIVILEGE. You may sell your Fund A shares and buy shares of other
Funds A, sell your Fund B shares and buy shares of other Funds B or sell your
Fund C shares and buy shares of the other Fund C by telephone or in writing.
Note that exchanges into each Fund are limited to four per calendar year, and
that they may have tax consequences for you. Also see "Shareholder Account
Policies."

REGULAR INVESTMENT PLANS

REINVESTMENT AFTER REDEMPTION

If you redeem shares in your Fund A account, you can reinvest within 90 days
from the date of redemption all or any part of the proceeds in shares of the
same Fund or any other Fund A, at net asset value, on the date the Transfer
Agent receives your purchase request. To take advantage of this option, send
your reinvestment check along with a written request to the Transfer Agent
within ninety days from the date of your redemption. Include your account number
and a statement that you are taking advantage of the "Reinvestment Privilege."
If your reinvestment is into a new account, it must meet the minimum investment
and other requirements of the fund into which the reinvestment is being made.

SHAREHOLDER ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS AND TAXES

The Funds distribute substantially all of their net income and capital gains, if
any, to shareholders each year in December.

DISTRIBUTION OPTIONS

2. INCOME-EARNED OPTION. Your capital gain distributions will be automatically
reinvested, but you will be sent a check for each dividend distribution.

3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.

For retirement accounts, all distributions are automatically reinvested. When
you are over 59 1/2 years old, you can receive distributions in cash.

When a Fund deducts a distribution from its NAV, the reinvestment price is the
Fund's NAV at the close of business that day. Cash distribution checks will be
mailed within seven days.

25
<PAGE>
UNDERSTANDING DISTRIBUTIONS

TAXES ON DISTRIBUTIONS. Your redemptions -- including exchanges -- are subject
to capital gains tax. A capital gain or loss is the difference between the cost
of your shares and the price you receive when you sell or exchange them.

Whenever you sell shares of a Fund, PIC will send you a confirmation statement
showing how many shares you sold and at what price. You will also receive a
consolidated transaction statement every January. However, it is up to you or
your tax preparer to determine whether the sale resulted in a capital gain and,
if so, the amount of the tax to be paid. Be sure to keep your regular account
statements; the information they contain will be essential in calculating the
amount of your capital gains.

TRANSACTIONS DETAILS

When you sign your account application, you will be asked to certify that your
Social Security or taxpayer identification number is correct and that you are
not subject to 31% withholding for failing to report income to the IRS. If you
violate IRS regulations, the IRS can require a Fund to withhold 31% of your
taxable distributions and redemptions.

You may initiate many transactions by telephone. PIC may only be liable for
losses resulting from unauthorized transactions if it does not follow reasonable
procedures designed to verify the identity of the caller. PIC will request
personalized security codes or other information, and may also record calls. You
should verify the accuracy of your confirmation statements immediately after you
receive them. If you do not want the liability to redeem or exchange by
telephone, call PIC for instructions.

Each Fund reserves the right to suspend the offering of shares for a period of
time. Each Fund also reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Privilege." Purchase
orders may be refused if, in PIC's opinion, they would disrupt management of the
Fund.

Please note this about purchases:

* All of your purchases must be made in U.S. dollars, and checks must be
drawn on U.S. banks.

* PIC does not accept cash or third party checks.

* When making a purchase with more than one check, each check must have
a value of at least $50.

* Each Fund reserves the right to limit the number of checks processed
at one time.

* If your check does not clear, your purchase will be canceled and you
could be liable for any losses or fees the Fund or its transfer agent
has incurred.

26
<PAGE>
To avoid the collection period associated with check purchases, consider buying
shares by bank wire, U.S. Postal money order, U.S. Treasury check, Federal
Reserve check, or direct deposit instead.

You may buy shares of a Fund or sell them through a broker that has executed an
agreement with the Funds to sell its shares. When you place your order with such
a broker or its authorized agent, your order is treated as if you had placed it
directly with the Fund's Transfer Agent, and you will pay or receive the next
price calculated by the Fund. The broker (or agent) holds your shares in an
omnibus account in the broker's (or agent's) name, and the broker (or agent)
maintains your individual ownership records. The Advisor may pay the broker (or
its agent) for maintaining these records as well as providing other shareholder
services. The broker (or its agent) may charge you a fee for handling your
order. The broker (or its agent) is responsible for processing your order
correctly and promptly, keeping you advised regarding the status of your
individual account, confirming your transactions and ensuring that you receive
copies of the Fund's prospectus.

Certain financial institutions that have entered into sales agreements with PIC
may enter confirmed purchase orders on behalf of customers by phone, with
payment to follow no later than the time when the Funds are priced on the
following business day. If payment is not received by that time, the financial
institution could be held liable for resulting fees or losses.

Please note this about redemptions:

* Normally, redemption proceeds will be mailed to you on the next
business day, but if making immediate payment could adversely affect
the Fund, it may take up to seven days to pay you.

* PIC reserves the right to deduct an annual maintenance fee of $12.00
from accounts with a value of less than $1,000. It is expected that
accounts will be valued on the second Friday in November of each year.
Accounts opened after September 30 will not be subject to the fee for
that year. The fee, which is payable to the transfer agent, is
designed to offset in part the relatively higher cost of servicing
smaller accounts.

27
<PAGE>
Please note this about exchanges

As a shareholder, you have the privilege of exchanging shares of Fund A for
shares of other Funds A, shares of Fund B for shares of other Funds B and shares
of Fund C for shares of the other Fund C. However, you should note the
following:

* The Fund you are exchanging into must be registered for sale in your
state.

* You may only exchange between accounts that are registered in the same
name, address, and taxpayer identification number.

* Before exchanging into a Fund, read its prospectus.

* Exchanges are considered a sale and purchase of Fund shares for tax
purposes and may result in a capital gain or loss.

* You may exchange Fund A shares only for other Fund A shares.

* You may exchange Fund B shares only for other Fund B shares.

* You may exchange Fund C shares only for the other Fund C shares.

* Because excessive trading can hurt fund performance and shareholders,
each Fund reserves the right to temporarily or permanently terminate
the exchange privilege of any investor who makes more than four
exchanges out of a Fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for the purposes of
the four exchange limit.

* Each Fund reserves the right to refuse exchange purchases by any
person or group if, in PIC's judgment, a Portfolio would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.

28
<PAGE>
FINANCIAL HIGHLIGHTS

These tables show the financial performance for Funds A and Funds B for up to
the periods shown. The Funds C are new series of the Trust for which financial
highlights are not available. Certain information reflects financial results for
a single Fund share. "Total return" shows how much your investment in a Fund
would have increased or decreased during each period, assuming you had
reinvested all dividends and distributions. The information for the years ended
October 31, 1999 and 2000 has been audited by __________________, Independent
Certified Public Accountants. Their reports and the Funds' financial statements
are included in the Annual Reports. The information for periods prior to the
year ended October 31, 1999 has been audited by other accountants.

[To be supplied by amendment.]

29
<PAGE>
PROVIDENT INVESTMENT COUNSEL FUNDS

BALANCED FUND A
GROWTH FUNDS A AND B
MID CAP FUNDS A, B AND C
SMALL COMPANY GROWTH FUNDS A, B AND C

For investors who want more information about the Funds, the following documents
are available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Funds' investments
is available in the Funds' annual and semi-annual reports to shareholders. In
the Funds' annual reports, you will find a discussion of the market conditions
and investment strategies that significantly affected the Funds' performance
during their last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Funds and is incorporated by reference into this
Prospectus.

You can get free copies of the Funds' reports and SAI, request other information
and discuss your questions about the Funds by contacting the Funds at:

Provident Investment Counsel
P.O. Box 8943
Wilmington, DE 19899
Telephone: 1-800-618-7643

You can review and copy information including the Funds' reports and SAI at the
Public Reference Room of the Securities and Exchange Commission in Washington,
D.C. You can obtain information on the operation of the Public Reference Room by
calling the Commission at 1-202-942-8090. Reports and other information about
the Fund' are available:

Free of charge from the Commission's EDGAR database on the Commission's Internet
website at http://www.sec.gov

For a fee, by writing to the Public Reference Room of the Commission,
Washington, DC 20549- 0102 or by electronic request at the following e-mail
address: [email protected].

(The Trust's SEC Investment Company Act
File No. is 811-06498)
<PAGE>
PROVIDENT INVESTMENT COUNSEL MUTUAL FUNDS

GROWTH FUND I

PROSPECTUS
FEBRUARY __, 2001

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

Key Facts An Overview of the Fund
Risk/Return Summary
The Principal Goals, Strategies and Risks of the Fund
Who May Want to Invest
Performance
Fees and Expenses
Structure of the Fund and the Portfolio
More Information About the Fund's Investments,
Strategies and Risks Management
Your Account Ways to Set Up Your Account
Calculation of Net Asset Value
How to Buy Shares
How to Sell Shares
Important Redemption Information
Investor Services
Shareholder Account Dividends, Capital Gains and Taxes
Policies Distribution Options
Understanding Distributions
Transaction Details
Financial Highlights

2
<PAGE>
AN OVERVIEW OF THE FUND

MANAGEMENT: Provident Investment Counsel (PIC), located in Pasadena, California
since 1951, is the Fund's Advisor. At December 31, 1999, total assets under
PIC's management were over $24 billion.

STRUCTURE: Unlike most mutual funds, the Fund's investment in portfolio
securities is indirect. The Fund first invests all of its assets in the PIC
Growth Portfolio (the "Portfolio"). The Portfolio, in turn, acquires and manages
individual securities. The Fund has the same investment objective as the
Portfolio. This is often referred to as a master-feeder fund structure.
Investors should carefully consider this investment approach.

RISK/RETURN SUMMARY

THE PRINCIPAL GOALS, STRATEGIES AND RISKS OF THE FUND

GOAL: Long term growth of capital.

STRATEGY: The Fund invests in the Portfolio. The Portfolio invests at least 65%
of its assets in growth stocks. PIC defines growth stocks as the stocks of those
companies with high rates of growth in sales and earnings, strong financial
characteristics, a proprietary product, industry leadership, significant
management ownership and well thought out management goals, plans and controls.
Although PIC may invest in companies of any size, it may choose to invest a
significant portion of the Portfolio's assets in small and medium companies. In
selecting common stocks, PIC does an analysis of, and invests in, individual
companies which are currently experiencing a growth of earnings and revenue
which is above the average relative to its industry peers and the domestic
equity market in general.

RISKS: These primary investments risks apply to the Fund: market and small and
medium company. See page __ for these risks and primary investment risks of the
Fund.

THE PRINCIPAL RISKS OF INVESTING IN THE FUND

3
<PAGE>
SMALL AND MEDIUM COMPANY RISK: The Fund may invest in the securities of small
and medium- sized companies. The securities of medium and small, less well-known
companies may be more volatile than those of larger companies. Such companies
may have limited product lines, markets or financial resources and their
securities may have limited market liquidity. These risks are greater for
small-sized companies.

WHO MAY WANT TO INVEST

The Fund may be appropriate for investors who are seeking capital appreciation
through a diversified portfolio of securities of companies of any size, but are
willing to accept the greater risk of investing in growth stocks.

Investments in the Fund are not bank deposits and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.

PERFORMANCE

The following performance information indicates some of the risks of investing
in the Fund. The bar chart shows how the Fund's total returns have varied from
year to year. The table shows the Fund's average returns over time compared with
broad-based market indexes. This past performance will not necessarily continue
in the future.

GROWTH FUND I

Calendar Year Total Returns (%)

93 - 0.80%
94 - -2.55%
95 - 23.53%
96 - 20.69%
97 - 27.35%
98 - 39.10%
99 - 34.36%

Best quarter: up 28.78%, fourth quarter 1999
Worst quarter: down -8.74%, third quarter 1998

AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1999

Since Inception
1 Year 5 Years (June 11, 1992)
------ ------- ---------------
Growth Fund 34.46% 28.83% 19.88%
S&P 500 Index* 21.04% 28.53% 21.05%
Russell 1000 Growth Index** 33.15% 32.29% 23.14%

----------
* The S&P 500 Index is an unmanaged index generally representative of the
market for the stocks of large-sized U.S. companies. **The Russell 1000
Growth Index measures the performance of those Russell 1000 companies with
higher price-to-book ratios and higher forecasted growth values. The
Russell 1000 Index is a recognized index of large-capitalization companies.

4
<PAGE>
FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
(as a percentage of offering price) None
Maximum deferred sales (load) charge (as a
percentage of purchase or sale price whichever is less) None
Redemption fee None
Exchange fee None

ANNUAL FUND OPERATING EXPENSES*
(expenses that are deducted from Fund and/or Portfolio assets)

Management Fee (paid by the Portfolio) 0.80%
Administration Fee to PIC (paid by the Fund) 0.20%
Other Expenses (paid by both) 0.36%
-----
Total Annual Fund Operating Expenses 1.36%
Expense Reimbursements ** (0.11%)
-----
Net Expenses 1.25%
=====

----------
* The table above and the Example below reflect the expenses of the Fund and
the Portfolio.
** Pursuant to a contract with the Fund, PIC has agreed to reimburse the Fund
and Portfolio for investment advisory fees and other expenses for ten years
ending March 1, 2010. PIC reserves the right to be reimbursed for any
waiver of its fees or expenses paid on behalf of the Fund if, within three
subsequent years, the Fund's expenses are less than the limit agreed to by
PIC. Any reimbursements to PIC are subject to approval by the Board of
Trustees.

EXAMPLE: These examples will help you compare the cost of investing in the Fund
with the cost of investing in other mutual Fund. These examples are only
illustrations, and your actual costs may be higher or lower. Let's say,
hypothetically, that the Fund's annual return is 5% , that all dividends and
distributions are reinvested and that its operating expenses remain the same.
For every $10,000 you invest, here's how much you would pay in total expenses
for the time periods shown if you redeemed your shares at the end of the period:

After 1 year $ 127
After 3 years $ 397
After 5 years $ 686
After 10 years $1,511

STRUCTURE OF THE FUND AND THE PORTFOLIO

The Fund seeks to achieve its investment objective by investing all of its
assets in the Portfolio. The Portfolio is a separate registered investment
company with the same investment objective as the Fund. Since the Fund will not
invest in any securities other than shares of the Portfolio, investors in the
Fund will acquire only an indirect interest in the Portfolio. The Fund's and
Portfolio's investment objective cannot be changed without shareholder approval.

5
<PAGE>
The Portfolio may sell its shares to other funds and institutions as well as to
the Fund. All who invest in the Portfolio do so on the same terms and conditions
and pay a proportionate share of the Portfolio's expenses. However, these other
funds may sell their shares to the public at prices different from the Fund's
prices. This would be due to different sales charges or operating expenses, and
it might result in different investment returns to these other funds'
shareholders.

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS, STRATEGIES AND RISKS

As described earlier, the Fund invests all of its assets in the Portfolio. This
section gives more information about how the Portfolio invests.

The Portfolio invests to a limited degree in foreign securities. Foreign
investments involve additional risks including currency fluctuations, political
and economic instability, differences in financial reporting standards, and less
stringent regulation of securities markets.

The Portfolio seeks to spread investment risk by diversifying its holdings among
many companies and industries. PIC normally invests the Portfolio's assets
according to its investment strategy. However, the Portfolio may depart from its
principal investment strategies by making short-term investments in high-quality
cash equivalents for temporary, defensive purposes. At those times, the Fund
would not be seeking its investment objective.

The Fund seeks long term growth of capital by investing in the Portfolio, which
in turn invests primarily in shares of common stock. Under normal circumstances,
the Portfolio will invest at least 65% of its assets in shares of common stock.
In selecting investments for the Portfolio, PIC will include companies of
various sizes which are currently experiencing a growth of earnings and revenue
which is above the average relative to its industry peers and the stock market
in general. The minimum market capitalization of a portfolio security is
expected to be $1 billion, and the average market capitalization is currently
approximately $__ billion. Equity securities in which the Portfolio invests
typically average less than a 1% dividend. Currently, approximately __% of the
shares of common stock in which the Portfolio invests are listed on the New York
or American Stock Exchanges, and the remainder are traded on the NASDAQ system
or are otherwise traded ove- counter.

6
<PAGE>
MANAGEMENT

PIC is the advisor to the Portfolio, in which the Fund invests. PIC's address is
300 North Lake Avenue, Pasadena, CA 91101. PIC traces its origins to an
investment partnership formed in 1951. It is now an indirect, wholly owned
subsidiary of Old Mutual, plc. Old Mutual is a United Kingdom-based financial
services group with substantial asset management, insurance and banking
businesses. An investment committee of PIC formulates and implements an
investment program for the Portfolio, including determining which securities
should be bought and sold.

The Portfolio pays an investment advisory fee to PIC for managing the
Portfolio's investments. Last year, as a percentage of net assets the Portfolio
paid 0.80%.

YOUR ACCOUNT

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS

Individual accounts are owned by one person. Joint accounts can have two or more
owners (tenants).

RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES

* ROLLOVER IRAS retain special tax advantages for certain distributions
from employer-sponsored retirement plans.

7
<PAGE>
* 403(b) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals and other
charitable organizations.

* 401(k) PROGRAMS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.

GIFTS OR TRANSFERS TO MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST
FOR MONEY BEING INVESTED BY A TRUST

The trust must be established before an account can be opened.

BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR OTHER GROUPS

Does not require a special application.

CALCULATION OF NET ASSET VALUE

HOW TO BUY SHARES

The price you will pay to buy Fund shares is based on the Fund's NAV. Shares are
purchased at the next NAV calculated after the investment is received and
accepted.

8
<PAGE>
If you buy shares by check and then sell those shares within two weeks, the
payment may be delayed for up to seven business days to ensure that your
purchase check has cleared.

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

MINIMUM INVESTMENTS

TO OPEN AN ACCOUNT $1 MILLION

The Fund may, at its discretion, waive the minimum investment for employees and
affiliates, of PIC or any other person or organization deemed appropriate

For retirement accounts $ 250

TO ADD TO AN ACCOUNT $ 250

For retirement plans $ 250

Through automatic investment plans $ 100

MINIMUM BALANCE $1,000

For retirement accounts $ 500

FOR INFORMATION: (800) 618-7643

TO INVEST

BY MAIL:

Provident Investment Counsel Funds
P.O. Box 8943
Wilmington, DE 19899

BY WIRE:

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

BY OVERNIGHT DELIVERY:

Provident Investment Counsel Funds
400 Bellevue Parkway
Wilmington, DE 19809

9
<PAGE>
HOW TO SELL SHARES

* You wish to redeem more than $100,000 worth of shares,

* Your account registration has changed within the last 30 days,

* The check is being mailed to a different address from the one on your
account (record address), or

* The check is being made payable to someone other than the account
owner.

SELLING SHARES IN WRITING

Write a "letter of instruction" with:

* Your name,

* Your Fund Account number,

* The dollar amount or number of shares to be redeemed, and

* Any other applicable requirements listed under "Important Redemption
Information."

* Unless otherwise instructed, PIC will send a check to the record
address.

MAIL YOUR LETTER TO:

Provident Investment Counsel Funds
P.O. Box 8943
Wilmington, DE 19899

10
<PAGE>
IMPORTANT REDEMPTION INFORMATION

ACCOUNT TYPE SPECIAL REQUIREMENTS

PHONE All account types * Your telephone call must be received
(800) 618-7643 except retirement by 4 p.m. Eastern time to be redeemed
on that day (maximum check request
$100,000).

Retirement Account * The account owner should complete a
retirement distribution form.
Call (800) 618-7643 to request one.

Business or * At least one person authorized by
Organization corporate resolutions to act on the
account must sign the letter.

* Include a corporate resolution with
corporate seal or a signature
guarantee.

Executor, * Call (800) 618-7643 for instructions.
Administrator,
Conservator,
Guardian

WIRE All account types * You must sign up for the wire feature
except retirement before using it. To verify that it is
in place, call (800) 618-7643.
Minimum redemption wire: $5,000.

* Your wire redemption request must be
received by the Fund before 4 p.m.
Eastern time for money to be wired
the next business day.

11
<PAGE>
INVESTOR SERVICES

PIC provides a variety of services to help you manage your account.

INFORMATION SERVICES

PIC's telephone representatives can be reached at (800) 618-7643.

Statements and reports that PIC sends to you include the following:

* Confirmation statements (after every transaction that affects your
account balance or your account registration)

* Annual and semi-annual shareholder reports (every six months)

TRANSACTION SERVICES

EXCHANGE PRIVILEGE. You may sell your Provident Investment Counsel Fund I shares
and buy shares of any other Provident Investment Counsel Fund I by telephone or
in writing. You may not exchange your Fund shares for shares of Provident
Investment Counsel Small Cap Growth Fund I. Note that exchanges into the Fund
are limited to four per calendar year, and that they may have tax consequences
for you. Also see "Shareholder Account Policies."

REGULAR INVESTMENT PLANS

SHAREHOLDER ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS AND TAXES

The Fund distributes substantially all of its income and capital gains, if any,
to shareholders each year in December.

12
<PAGE>
DISTRIBUTION OPTIONS

2. INCOME-EARNED OPTION. Your capital gain distributions will be automatically
reinvested, but you will be sent a check for each dividend distribution.

3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.

For retirement accounts, all distributions are automatically reinvested. When
you are over 59 1/2 years old, you can receive distributions in cash.

When the Fund deducts a distribution from its NAV, the reinvestment price is the
Fund's NAV at the close of business that day. Cash distribution checks will be
mailed within seven days.

UNDERSTANDING DISTRIBUTIONS

TAXES ON TRANSACTIONS. Your redemptions--including exchanges--are subject to
capital gains tax. A capital gain or loss is the difference between the cost of
your shares and the price you receive when you sell or exchange them.

TRANSACTION DETAILS

When you sign your account application, you will be asked to certify that your
Social Security or taxpayer identification number is correct and that you are
not subject to 31% withholding for failing to report income to the IRS. If you
violate IRS regulations, the IRS can require the Fund to withhold
31% of your taxable distributions and redemptions.

13
<PAGE>
The Fund reserves the right to suspend the offering of shares for a period of
time. The Fund also reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Privilege." Purchase
orders may be refused if, in PIC's opinion, they would disrupt management of the
Fund.

Please note this about purchases:

* All of your purchases must be made in U.S. dollars, and checks must be
drawn on U.S. banks.

* PIC does not accept cash or third party checks.

* When making a purchase with more than one check, each check must have
a value of at least $50.

* The Fund reserves the right to limit the number of checks processed at
one time.

* If your check does not clear, your purchase will be canceled and you
could be liable for any losses or fees the Fund or its transfer agent
has incurred.

To avoid the collection period associated with check purchases, consider buying
shares by bank wire, U.S. Postal money order, U.S. Treasury check, Federal
Reserve check, or direct deposit instead.

You may buy shares of the Fund or sell them through a broker, who may charge you
a fee for this service. If you invest through a broker or other institution,
read its program materials for any additional service features or fees that may
apply.

Certain financial institutions that have entered into sales agreements with PIC
may enter confirmed purchase orders on behalf of customers by phone, with
payment to follow no later than the time when the Fund is priced on the
following business day. If payment is not received by that time, the financial
institution could be held liable for resulting fees or losses.

Please note this about redemptions:

* Normally, redemption proceeds will be mailed to you on the next
business day, but if making immediate payment could adversely affect
the Fund, it may take up to seven days to pay you.

* PIC reserves the right to deduct an annual maintenance fee of $12.00
from accounts with a value of less than $1,000. It is expected that
accounts will be valued on the second Friday in November of each year.
Accounts opened after September 30 will not be subject to the fee for
that year. The fee, which is payable to the transfer agent, is
designed to offset in part the relatively higher cost of servicing
smaller accounts.

14
<PAGE>
* PIC also reserves the right to redeem the shares and close your
account if it has been reduced to a value of less than $1,000 as a
result of a redemption or transfer. PIC will give you 30 days prior
notice of its intention to close your account.

PLEASE NOTE THIS ABOUT EXCHANGES

As a shareholder, you have the privilege of exchanging shares of Provident
Investment Counsel Fund I for shares of any other Provident Investment Counsel
Fund I, other than Provident Investment Counsel Small Cap Growth Fund I.
However, you should note the following:

* The Fund you are exchanging into must be registered for sale in your
state.

* You may only exchange between accounts that are registered in the same
name, address, and taxpayer identification number.

* Before exchanging into a Fund, read its prospectus.

* Exchanges are considered a sale and purchase of Fund shares for tax
purposes and may result in a capital gain or loss.

* You may exchange Provident Investment Counsel Fund I shares only for
other Provident Investment Counsel Fund I shares.

15
<PAGE>
FINANCIAL HIGHLIGHTS

These tables show the Fund's financial performance for up to the past five
years. Certain information reflects financial results for a single Fund share.
"Total return" shows how much your investment in the Fund would have increased
or decreased during each period, assuming you had reinvested all dividends and
distributions. The information for the years ended October 31, 1999 and 2000 has
been audited by_____________, Independent Certified Public Accountants. Their
reports and the Fund's financial statements are included in the Annual Reports.
The information for periods prior to the year ended October 31, 1999 has been
audited by other accountants.

[To be supplied by amendment.]

16
<PAGE>
PROVIDENT INVESTMENT COUNSEL

GROWTH FUND I

For investors who want more information about the Fund, the following documents
are available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Fund and is incorporated by reference into this
Prospectus.

You can get free copies of the Fund's reports and SAI, request other information
and discuss your questions about the Fund by contacting the Fund at:

Provident Investment Counsel
P.O. Box 8943
Wilmington, DE 19899 Telephone:
1-800-618-7643

Free of charge from the Commission's EDGAR database on the Commission's Internet
website at http://www.sec.gov

For a fee, by writing to the Public Reference Room of the Commission,
Washington, DC 20549- 0102 or by electronic request at the following e-mail
address: [email protected].

(The Trust's SEC Investment Company Act
File No. is 811-06498)
<PAGE>
PROVIDENT INVESTMENT COUNSEL MUTUAL FUNDS

SMALL CAP GROWTH FUND I

PROSPECTUS
FEBRUARY __, 2001

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

Key Facts An Overview of the Fund
Risk/Return Summary
The Principal Goal, Strategies and Risks of the Fund
Who May Want to Invest
Performance
Fees and Expenses
Structure of the Fund and the Portfolio
More Information About the Fund's Investments, Strategies
and Risks
Management
Your Account Ways to Set Up Your Account
Calculation of Net Asset Value
How to Buy Shares
How to Sell Shares
Important Redemption Information
Investor Services
Shareholder Account Dividends, Capital Gains and Taxes
Policies Distribution Options
Understanding Distributions
Transaction Details
Financial Highlights

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KEY FACTS

MANAGEMENT: Provident Investment Counsel (PIC), located in Pasadena, California
since 1951, is the Fund's Advisor. At December 31, 1999, total assets under
PIC's management were over $23 billion.

STRUCTURE: Unlike most mutual funds, the Fund's investment in portfolio
securities is indirect. The Fund first invests all of its assets in the PIC
Small Cap Portfolio (the "Portfolio"). The Portfolio, in turn, acquires and
manages individual securities. The Fund has the same investment objective as the
Portfolio. This is often referred to as a master-feeder fund structure.
Investors should carefully consider this investment approach.

RISK/RETURN SUMMARY

THE PRINCIPAL GOAL, STRATEGIES AND RISKS OF THE FUND

GOAL: Long term growth of capital.

STRATEGY: The Fund invests in the Portfolio. The Portfolio invests at least 65%
of its assets primarily in the common stock of small-capitalization companies.
Small-capitalization companies are those whose market capitalization or annual
revenues at the time of initial purchase are $50 million to $2 billion. In
selecting investments, PIC does an analysis of individual companies and invests
in those small-capitalization companies which it believes have the best
prospects for future growth of earnings and revenue.

THE PRINCIPAL RISKS OF INVESTING IN THE FUND

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<PAGE>
PORTFOLIO TURNOVER RISK: A high portfolio turnover rate (100% or more) has the
potential to result in the realization and distribution to shareholders of
higher capital gains. This may mean that you would be likely to have a higher
tax liability. A high portfolio turnover rate also leads to higher transactions
costs, which could negatively affect the Fund's performance.

WHO MAY WANT TO INVEST

The Fund may be appropriate for investors who are seeking capital appreciation
through a portfolio of small-size companies and are willing to accept the
greater risk of investing in such companies.

Investments in the Fund are not bank deposits and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.

PERFORMANCE

The following performance information indicates some of the risks of investing
in the Fund. The bar chart shows how the Fund's total return has varied from
year to year. The table shows the Fund's average returns over time compared with
a broad-based market index. This past performance will not necessarily continue
in the future.

SMALL CAP GROWTH FUND I

Calendar Year Total Returns (%)

94 - -2.51%
95 - 58.73%
96 - 18.20%
97 - -0.75%
98 - 5.82%
99 - 88.72%

Best quarter: up 57.76%, fourth quarter 1999
Worst quarter: down -24.62%, third quarter 1998

AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1999

Since Inception
1 Year 5 Years (September 30, 1992)
------ ------- --------------------
Small Cap Growth Fund 88.72% 30.04% 22.73%
Russell 2000 Growth Index* 43.09 18.99 14.87

----------
* The Russell 2000 Growth Index measures the performance of those companies
in the Russell 2000 Index with higher price-to-book ratios and lower
forecasted growth values. The Russell 2000 Index is a recognized index of
small-capitalization companies.

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<PAGE>
FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)

ANNUAL FUND OPERATING EXPENSES*
(expenses that are deducted from Fund and/or Portfolio assets)

Management Fee (paid by the Portfolio) 0.80%
Administration Fee to PIC (paid by the Fund) 0.20%
Other Expenses (paid by both) 0.27%
-----
Total Annual Fund Operating Expenses 1.27%
Expense Reimbursements ** (0.27%)
-----
Net Expenses 1.00%
=====
----------
* The table above and the Example below reflect the expenses of the Fund and
the Portfolio.
** Pursuant to a contract with the Funds, PIC has agreed to reimburse the Fund
and Portfolio for investment advisory fees and other expenses for ten years
ending March 1, 2010. PIC reserves the right to be reimbursed for any
waiver of its fees or expenses paid on behalf of the Fund if, within three
subsequent years, the Fund's expenses are less than the limit agreed to by
PIC. Any reimbursements to PIC are subject to approval by the Board of
Trustees.

After 1 year $ 102
After 3 years $ 318
After 5 years $ 552
After 10 years $1,225

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<PAGE>
STRUCTURE OF THE FUND AND THE PORTFOLIO

The Portfolio may sell its shares to other funds and institutions as well as to
the Fund. All who invest in the Portfolio do so on the same terms and conditions
and pay a proportionate share of the Portfolio's expenses. However, these other
funds may sell their shares to the public at prices different from the Fund's
prices. This would be due to different sales charges or operating expenses, and
it might result in different investment returns to these other funds'
shareholders.

MORE INFORMATION ABOUT THE FUND'S INVESTMENTS, STRATEGIES AND RISKS

As described earlier, the Fund invests all of its assets in the Portfolio. This
section gives more information about how the Portfolio invests.

The Fund seeks long term growth of capital by investing in the Portfolio, which
in turn invests primarily in the common stock of small companies. PIC will
invest at least 65%, and normally at least 95%, of the Portfolio's total assets
in these securities. The Portfolio has flexibility, however, to invest the
balance in other market capitalizations and security types. Investing in small
capitalization stocks may involve greater risk than investing in large or medium
capitalization stocks, since they can be subject to more abrupt or erratic
movements in value. Small companies may have limited product lines, markets or
financial resources and their management may be dependent on a limited number of
key individuals. Securities of these companies may have limited market liquidity
and their prices tend to be more volatile.

6
<PAGE>
The Portfolio invests to a limited degree in foreign securities. Foreign
investments involve additional risks including currency fluctuations, political
and economic instability, differences in financial reporting standards, and less
stringent regulation of securities markets.

MANAGEMENT

PIC is the advisor to the Portfolio in which the Fund invests. PIC's address is
300 North Lake Avenue, Pasadena, CA 91101. PIC traces its origins to an
investment partnership formed in 1951. It is now an indirect, wholly owned
subsidiary of Old Mutual, plc. Old Mutual is a United Kingdom-based financial
services group with substantial asset management, insurance and banking
businesses. An investment committee of PIC formulates and implements an
investment program for the Portfolio, including determining which securities
should be bought and sold.

The Portfolio pays an investment advisory fee to PIC for managing the
Portfolio's investments. Last year, as a percentage of net assets the Portfolio
paid 0.80%.

YOUR ACCOUNT

CALCULATION OF NET ASSET VALUE

7
<PAGE>
HOW TO BUY SHARES

The price you will pay to buy Fund shares is based on the Fund's NAV. Shares are
purchased at the next NAV calculated after the investment is received and
accepted.

You may buy shares of the Fund only through certain eligible institutions, such
as financial institutions and broker-dealers who have entered into an agreement
with the Fund to sell its shares. Such eligible institutions may charge you a
fee for this service. Before investing, read its program materials for any
additional service features or fees that may apply.

The minimum initial investment in the Fund is $1 million. This minimum may be
waived for certain investors. This includes investors who make investments for a
group of clients, such as financial or investment advisors or trust companies.
There is no minimum subsequent investment.

If you are making an initial investment in the Fund, the Eligible Institution
should call the Fund's Transfer Agent at 800-618-7643 to obtain an account
number. The Eligible Institution may then purchase shares of the Fund by wiring
the amount to be invested to the following address:

PNPC Bank
Philadelphia, PA
ABA #031-0000-53
DDA #86-0172-6604
For credit to Provident Investment Counsel
Small Cap Growth Fund I
[Shareholder name and account number]

At the same time, you should mail an application form to the Fund's Transfer
Agent, Provident Financial Processing Corp., at the following address:

Provident Investment Counsel
Small Cap Growth Fund I
P.O. Box 8943
Wilmington, DE 19899

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

If you buy shares by check then sell those shares within two weeks, the payment
may be delayed for up to seven business days to ensure that your purchase check
has cleared.

HOW TO SELL SHARES

When you open your Fund account, the person or persons who are authorized to
give instructions to the Fund on your behalf will be identified.

8
<PAGE>
Written instructions signed by an authorized person may be mailed to the
Transfer Agent at P.O. Box 8943, Wilmington, DE 19899. The instructions may be
delivered to the Transfer Agent at 400 Bellevue Parkway, Wilmington, DE 19809.
The authorized person may send the written instructions by facsimile to
302-427-4511.

The redemption request should give the Fund's name, your account number and
specify the amount of shares to be redeemed.

Redemptions may be suspended or payment dates postponed when the NYSE is closed
(other than weekends or holidays), when trading on the NYSE is restricted, or as
permitted by the SEC.

You should make sure that the Transfer Agent and Administrator have a current
list of persons authorized to give instructions to the Fund on your behalf.

SHAREHOLDER ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS AND TAXES

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

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

UNDERSTANDING DISTRIBUTIONS

TAXES ON TRANSACTIONS. Your redemptions are subject to capital gains tax. A
capital gain or loss is the difference between the cost of your shares and the
price you receive when you sell them.

TRANSACTION DETAILS

The Fund is open for business each day the NYSE is open.

WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that your
Social Security or taxpayer identification number is correct and that you are
not subject to 31% withholding for failing to report income to the IRS. If you
violate IRS regulations, the IRS can require the Fund to withhold 31% of your
taxable distributions and redemptions.

The Fund reserves the right to suspend the offering of its shares for a period
of time. The Fund also reserves the right to reject any specific purchase order.
Purchase orders may be refused if, in PIC's opinion, they would disrupt
management of the Fund.

9
<PAGE>
FINANCIAL HIGHLIGHTS

This table show the Fund's financial performance for the past five years.
Certain information reflects financial results for a single Fund share. "Total
return" shows how much your investment in the Fund would have increased or
decreased during each period, assuming you had reinvested all dividends and
distributions. The information for the years ended October 31, 1999 and 2000 has
been audited by ___________________ Independent Certified Public Accountants.
Their reports and the Fund's financial statements are included in the Annual
Reports. The information for years prior to the year ended October 31, 1999 has
been audited by other accountants.

[To be supplied by Amendment.]

10
<PAGE>
PROVIDENT INVESTMENT COUNSEL

SMALL CAP GROWTH FUND I

For investors who want more information about the Fund, the following documents
are available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Fund and is incorporated by reference into this
Prospectus.

You can get free copies of the Fund's reports and SAI, request other information
and discuss your questions about the Fund by contacting the Fund at:

Provident Investment Counsel
P.O. Box 8943
Wilmington, DE 19899 Telephone:
1-800-618-7643

Free of charge from the Commission's EDGAR database on the Commission's Internet
website at http://www.sec.gov

For a fee, by writing to the Public Reference Room of the Commission,
Washington, DC 20549- 0102 or by electronic request at the following e-mail
address: [email protected].

(The Trust's SEC Investment Company Act
File No. is 811-06498)
<PAGE>
PIC INVESTMENT TRUST

PROVIDENT INVESTMENT COUNSEL
TECHNOLOGY FUND A

STATEMENT OF ADDITIONAL INFORMATION

DATED FEBRUARY __, 2001

This Statement of Additional Information ("SAI") is not a prospectus, and it
should be read in conjunction with the prospectus of the Provident Investment
Counsel Technology Fund A, a series of PIC Investment Trust (the "Trust"). There
are eleven other series of the Trust: Provident Investment Counsel Growth Fund
I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment
Counsel Balanced Fund A, Provident Investment Counsel Growth Fund A, Provident
Investment Counsel Mid Cap Fund A, Provident Investment Counsel Small Company
Growth Fund A, Provident Investment Counsel Growth Fund B, Provident Investment
Counsel Mid Cap Fund B, Provident Investment Counsel Small Company Growth Fund
B, Provident Investment Counsel Mid Cap Fund C and Provident Investment Counsel
Small Company Growth Fund C. The Provident Investment Counsel Technology Fund A
(the "Fund") invests in the PIC Technology Portfolio (the "Portfolio").
Provident Investment Counsel (the "Advisor") is the Advisor to the Portfolio. A
copy of the Fund's prospectus may be obtained from the Trust at 300 North Lake
Avenue, Pasadena, CA 911014106, telephone (818) 4498500.

TABLE OF CONTENTS

Investment Objective and Policies...................................... B-2
Investment Restrictions................................................ B-8
Management ............................................................ B-10
Custodian and Auditors................................................. B-13
Portfolio Transactions and Brokerage................................... B-14
Portfolio Turnover..................................................... B-14
Additional Purchase and Redemption Information......................... B-15
Net Asset Value........................................................ B-15
Taxation .............................................................. B-15
Dividends and Distributions............................................ B-16
Performance Information................................................ B-17
General Information.................................................... B-17
Appendix .............................................................. B-19

B-1
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES

INTRODUCTION. The investment objective of the Fund is to provide capital
appreciation. There is no assurance that the Fund will achieve its objective.
The Fund will attempt to achieve its objective by investing all of its assets in
shares of the Portfolio. The Portfolio is a non-diversified open-end management
investment company having the same investment objective as the Fund. Since the
Fund will not invest in any securities other than shares of the Portfolio,
investors in the Fund will acquire only an indirect interest in the Portfolio.
The Fund's and the Portfolio's investment objective cannot be changed without
shareholder approval.

In addition to selling its shares to the Fund, the Portfolio may sell its
shares to other mutual funds or institutional investors. All investors in the
Portfolio invest on the same terms and conditions and pay a proportionate share
of the Portfolio's expenses. However, other investors in the Portfolio may sell
their shares to the public at prices different from those of the Fund as a
result of the imposition of sales charges or different operating expenses. You
should be aware that these differences may result in different returns from
those of investors in other entities investing in the Portfolio. Information
concerning other holders of interests in the Portfolio is available by calling
(800) 6187643.

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

Whenever the Fund is requested to vote on matters pertaining to the
Portfolio, the Fund will hold a meeting of its shareholders, and the Fund's
votes with respect to the Portfolio will be cast in the same proportion as the
shares of the Fund for which voting instructions are received.

SECURITIES AND INVESTMENT PRACTICES

The discussion below supplements information contained in the prospectus as
to policies of the Fund and the Portfolio. Because the investment
characteristics of the Fund will correspond directly to those of the Portfolio,
the discussion refers to those investments and techniques employed by the
Portfolio. PIC may not buy all of these instruments or use all of these
techniques to the full extent permitted unless it believes that doing so will
help the Portfolio achieve its goals.

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

B-2
<PAGE>
SHORT-TERM INVESTMENTS. Short-term investments are debt securities that
mature within a year of the date they are purchased by the Portfolio. Some
specific examples of short-term investments are commercial paper, bankers'
acceptances, certificates of deposit and repurchase agreements. The Portfolio
will only purchase short-term investments which are "high quality," meaning the
investments have been rated A1 by Standard & Poor=s Rating Group ("S&P") or
Prime1 by Moody's Investors Service, Inc. ("Moody's"), or have an issue of debt
securities outstanding rated at least A by S&P or Moody's. The term also applies
to short-term investments that PIC believes are comparable in quality to those
with an A1 or Prime1 rating. U.S. Government securities are always considered to
be high quality.

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

Although repurchase agreements carry certain risks not associated with
direct investments in securities, the Portfolio intends to enter into repurchase
agreements only with banks and dealers believed by the Advisor to present
minimum credit risks in accordance with guidelines established by the Boards of
Trustees. The Advisor will review and monitor the creditworthiness of such
institutions under the Boards' general supervision. To the extent that the
proceeds from any sale of collateral upon a default in the obligation to
repurchase were less than the repurchase price, the purchaser would suffer a
loss. If the other party to the repurchase agreement petitions for bankruptcy or
otherwise becomes subject to bankruptcy or other liquidation proceedings, there
might be restrictions on the purchaser's ability to sell the collateral and the
purchaser could suffer a loss. However, with respect to financial institutions
whose bankruptcy or liquidation proceedings are subject to the U.S. Bankruptcy
Code, the Portfolio intends to comply with provisions under such Code that would
allow them immediately to resell the collateral

OPTIONS ACTIVITIES. The Portfolio may write call options on stocks and
stock indices, if the calls are "covered" throughout the life of the option. A
call is "covered" if the Portfolio owns the optioned securities. When the
Portfolio writes a call, it receives a premium and gives the purchaser the right
to buy the underlying security at any time during the call period at a fixed
exercise price regardless of market price changes during the call period. If the
call is exercised, the Portfolio will forgo any gain from an increase in the
market price of the underlying security over the exercise price.

The Portfolio may purchase a call on securities to effect a "closing
purchase transaction," which is the purchase of a call covering the same
underlying security and having the same exercise price and expiration date as a
call previously written by the Portfolio on which it wishes to terminate its
obligation. If the Portfolio is unable to effect a closing purchase transaction,
it will not be able to sell the underlying security until the call previously
written by the Portfolio expires (or until the call is exercised and the
Portfolio delivers the underlying security).

The Portfolio also may write and purchase put options ("puts"). When the
Portfolio writes a put, it gives the purchaser of the put the right to sell the
underlying security to the Portfolio at the exercise price at any time during
the option period. When the Portfolio purchases a put, it pays a premium in
return for the right to sell the underlying security at the exercise price at
any time during the option period. If any put is not exercised or sold, it will
become worthless on its expiration date.

B-3
<PAGE>
The Portfolio's option positions may be closed out only on an exchange
which provides a secondary market for options of the same series, but there can
be no assurance that a liquid secondary market will exist at a given time for
any particular option.

In the event of a shortage of the underlying securities deliverable on
exercise of an option, the Options Clearing Corporation has the authority to
permit other, generally comparable securities to be delivered in fulfillment of
option exercise obligations. If the Options Clearing Corporation exercises its
discretionary authority to allow such other securities to be delivered, it may
also adjust the exercise prices of the affected options by setting different
prices at which otherwise ineligible securities may be delivered. As an
alternative to permitting such substitute deliveries, the Options Clearing
Corporation may impose special exercise settlement procedures.

FUTURES CONTRACTS AND RELATED OPTIONS. The Portfolio may buy and sell stock
index futures contracts and options on futures contracts. The Portfolio will not
engage in transactions in futures contracts or related options for speculation,
but may enter into futures contracts and related options for hedging purposes,
for the purpose of remaining fully invested or maintaining liquidity to meet
shareholder redemptions, to minimize trading costs, or to invest cash balances.

A futures contract is an agreement between two parties to buy and sell a
security or an index for a set price on a future date. Futures contracts are
traded on designated "contract markets" which, through their clearing
corporations, guarantee performance of the contracts. Entering into a futures
contract for the sale of securities has an effect similar to the actual sale of
securities, although sale of the futures contract might be accomplished more
easily and quickly. Entering into futures contracts for the purchase of
securities has an effect similar to the actual purchase of the underlying
securities, but permits the continued holding of securities other than the
underlying securities.

A stock index futures contract does not require the physical delivery of
securities, but merely provides for profits and losses resulting from changes in
the market value of the contract to be credited or debited at the close of each
trading day to the respective accounts of the parties to the contract. On the
contract's expiration date, a final cash settlement occurs. Changes in the
market value of a particular stock index futures contract reflects changes in
the specified index of equity securities on which the future is based.

A futures option gives the holder, in return for the premium paid, the
right to buy (call) or sell (put) to the writer of the option a futures contract
at a specified price at any time during the term of the option. Upon exercise,
the writer of the option is obligated to pay the difference between the cash
value of the futures contract and the exercise price.

There are several risks in connection with the use of futures contracts. In
the event of an imperfect correlation between the futures contract and the
portfolio position which is intended to be protected, the desired protection may
not be obtained and the Portfolio may be exposed to risk of loss. Further,
unanticipated changes in interest rates or stock price movements may result in a
poorer overall performance for the Portfolio than if it had not entered into any
futures on stock indices.

In addition, the market prices of futures contracts may be affected by
certain factors. First, all participants in the futures market are subject to
margin deposit and maintenance requirements. Rather than meeting additional
margin deposit requirements, investors may close futures contracts through
offsetting transactions which could distort the normal relationship between the
securities and futures markets. Second, from the point of view of speculators,
the deposit requirements in the futures market are less onerous than margin
requirements in the securities market. Therefore, increased participation by
speculators in the futures market may also cause temporary price distortions.

B-4
<PAGE>
Finally, positions in futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market for such futures.
There is no assurance that a liquid secondary market on an exchange or board of
trade will exist for any particular contract or at any particular time.

Investments in futures options involve some of the same risks as
investments in futures contracts (for example, the existence of a liquid
secondary market). In addition, the purchase of an option also entails the risk
that changes in the value of the underlying futures contract will not be fully
reflected in the value of the option, and an option may be more risky than
ownership of the futures contract. In general, the market prices of options are
more volatile than the market prices of the underlying futures contracts.
However, the purchase of options on futures contracts may involve less potential
risk to the Portfolio because the maximum amount at risk is limited to the
premium paid for the option plus transaction costs.

The Portfolio will not purchase or sell futures contracts or options on
futures contracts if, as a result, the sum of the amount of margin deposit on
the Portfolio=s futures positions and premiums paid for such options would
exceed 5% of the market value of the Portfolio=s net assets.

FOREIGN SECURITIES. The Portfolio may invest in foreign issuers in foreign
markets. In addition, the Portfolio may invest in American Depositary Receipts
("ADRs"), which are receipts, usually issued by a U.S. bank or trust company,
evidencing ownership of the underlying securities. Generally, ADRs are issued in
registered form, denominated in U.S. dollars, and are designed for use in the
U.S. securities markets. A depositary may issue unsponsored ADRs without the
consent of the foreign issuer of securities, in which case the holder of the ADR
may incur higher costs and receive less information about the foreign issuer
than the holder of a sponsored ADR. The Portfolio may invest no more than 25% of
its total assets in foreign securities, and it will only purchase foreign
securities or American Depositary Receipts which are listed on a national
securities exchange or included in the NASDAQ system.

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

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The Portfolio may enter into
forward contracts with respect to specific transactions. For example, when the
Portfolio enters into a contract for the purchase or sale of a security
denominated in a foreign currency, or when it anticipates the receipt in a
foreign currency of dividend or interest payments on a security that it holds,
the Portfolio may desire to "lock in" the U.S. dollar price of the security or
the U.S. dollar equivalent of the payment, by entering into a forward contract
for the purchase or sale, for a fixed amount of U.S. dollars or foreign
currency, of the amount of foreign currency involved in the underlying
transaction. The Portfolio will thereby be to protect itself against a possible
loss resulting from an adverse change in the relationship between the currency
exchange rates during the period between the date on which the security is
purchased or sold, or on which the payment is declared, and the date on which
such payments are made or received.

B-5
<PAGE>
the foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security if
its market value exceeds the amount of foreign currency the Portfolio is
obligated to deliver. The projection of short-term currency market movements is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Forward contracts involve the risk that
anticipated currency movements will not be accurately predicted, causing the
Portfolio to sustain losses on these contracts and transaction costs. The
Portfolio may enter into forward contracts or maintain a net exposure to such
contracts only if (1) the consummation of the contracts would not obligate the
Portfolio to deliver an amount of foreign currency in excess of the value of the
Portfolio's securities or other assets denominated in that currency or (2) the
Portfolio maintains a segregated account as described below. Under normal
circumstances, consideration of the prospect for currency parities will be
incorporated into the longer term investment decisions made with regard to
overall diversification strategies. However, the Advisor believes it is
important to have the flexibility to enter into such forward contracts when it
determines that the best interests of the Portfolio will be served.

At or before the maturity date of a forward contract that requires the
Portfolio to sell a currency, the Portfolio may either sell a security and use
the sale proceeds to make delivery of the currency or retain the security and
offset its contractual obligation to deliver the currency by purchasing a second
contract pursuant to which the Portfolio will obtain, on the same maturity date,
the same amount of the currency that it is obligated to deliver. Similarly, the
Portfolio may close out a forward contract requiring it to purchase a specified
currency by entering into a second contract entitling it to sell the same amount
of the same currency on the maturity date of the first contract. The Portfolio
would realize a gain or loss as a result of entering into such an offsetting
forward contract under either circumstance to the extent the exchange rate
between the currencies involved moved between the execution dates of the first
and second contracts.

The cost to the Portfolio of engaging in forward contracts varies with
factors such as the currencies involved, the length of the contract period and
the market conditions then prevailing. Because forward contracts are usually
entered into on a principal basis, no fees or commissions are involved. The use
of forward contracts does not eliminate fluctuations in the prices of the
underlying securities the Portfolio owns or intends to acquire, but it does fix
a rate of exchange in advance. In addition, although forward contracts limit the
risk of loss due to a decline in the value of the hedged currencies, at the same
time they limit any potential gain that might result should the value of the
currencies increase.

SHORT SALES. The Portfolio is authorized to make short sales of securities
in an amount not exceeding 15% of the Portfolio's net assets.

In a short sale, the Portfolio sells a security which it does not own, in
anticipation of a decline in the market value of the security. To complete the
sale, the Portfolio must borrow the security (generally from the broker through
which the short sale is made) in order to make delivery to the buyer. The
Portfolio is then obligated to replace the security borrowed by purchasing it at
the market price at the time of replacement. The Portfolio is said to have a
"short position" in the securities sold until it delivers them to the broker.
The period during which the Portfolio has a short position can range from one
day to more than a year. Until the security is replaced, the proceeds of the
short sale are retained by the broker, and the Portfolio is required to pay to
the broker a negotiated portion of any dividends or interest which accrue during
the period of the loan. To meet current margin requirements, the Portfolio is
also required to deposit with the broker additional cash or securities so that
the total deposit with the broker is maintained daily at 150% of the current
market value of the securities sold short (100% of the current market value if a
security is held in the account that is convertible or exchangeable into the
security sold short within 90 days without restriction other than the payment of
money).

B-6
<PAGE>
Short sales by the Portfolio create opportunities to increase the
Portfolio's return but, at the same time, involve specific risk considerations
and may be considered a speculative technique. Since the Portfolio in effect
profits from a decline in the price of the securities sold short without the
need to invest the full purchase price of the securities on the date of the
short sale, the Portfolio's net asset value per share will tend to increase more
when the securities it has sold short decrease in value, and to decrease more
when the securities it has sold short increase in value, than would otherwise be
the case if it had not engaged in such short sales. The amount of any gain will
be decreased, and the amount of any loss increased, by the amount of any
premium, dividends or interest the Portfolio may be required to pay in
connection with the short sale. Furthermore, under adverse market conditions,
the Portfolio might have difficulty purchasing securities to meet its short sale
delivery obligations, and might have to sell portfolio securities to raise the
capital necessary to meet its short sale obligations at a time when fundamental
investment considerations would not favor such sales.

REVERSE REPURCHASE AGREEMENTS. The Portfolio may enter into reverse
repurchase agreements, which involve the sale of a security by the Portfolio and
its agreement to repurchase the security at a specified time and price. The
Portfolio will maintain in a segregated account with the Custodian cash, U.S.
Government securities or other appropriate liquid securities in an amount
sufficient to cover its obligations under these agreements with broker-dealers
(no such collateral is required on such agreements with banks). Under the 1940
Act, these agreements are considered borrowings by the Portfolio and are subject
to the percentage limitations on borrowings described below. The agreements are
subject to the same types of risks as borrowings.

BORROWING. The Fund and the Portfolio each may borrow up to 10% of its
total assets from banks for temporary or emergency purposes, and may increase
its borrowings to up to one-third of its total assets (less its liabilities
other than borrowings) to meet redemption requests.

The use of borrowing by the Fund or Portfolio involves special risk
considerations. Since substantially all of the Fund's or Portfolio=s assets
fluctuate in value, whereas the interest obligation resulting from a borrowing
remains fixed by the terms of the Fund's or Portfolio=s agreement with its
lender, the asset value per share of the Fund or Portfolio tends to increase
more when its portfolio securities increase in value and to decrease more when
its portfolio assets decrease in value than would otherwise be the case if the
Fund or Portfolio did not borrow funds. In addition, interest costs on
borrowings may fluctuate with changing market rates of interest and may
partially offset or exceed the return earned on borrowed funds. Under adverse
market conditions, the Fund or Portfolio might have to sell portfolio securities
to meet interest or principal payments at a time when fundamental investment
considerations would not favor such sales.

LENDING FUND SECURITIES. To increase its income, the Portfolio may lend its
portfolio securities to financial institutions such as banks and brokers if the
loan is collateralized in accordance with applicable regulatory requirements.
The Portfolio has adopted an operating policy that limits the amount of loans to
not more than 25% of the value of the total assets of the Portfolio. During the
time portfolio securities are on loan, the borrower pays the Portfolio an amount
equivalent to any dividends or interest paid on such securities, and the
Portfolio may invest the cash collateral and earn additional income, or it may
receive an agreed-upon amount of interest income from the borrower who has
delivered equivalent collateral or secured a letter of credit. The amounts
received by the Portfolio will be reduced by any fees and administrative
expenses associated with such loans. In addition, such loans involve risks of
delay in receiving additional collateral or in recovering the securities loaned
or even loss of rights in the collateral should the borrower of the securities
fail financially However, such securities lending will be made only when, in
PIC=s judgment, the income to be earned from the loans justifies the attendant
risks. Loans are subject to termination at the option of the Portfolio or the
borrower.

B-7
<PAGE>
SEGREGATED ACCOUNTS. When the Portfolio writes an option on securities or
futures, sells a futures contract or enters into a forward foreign currency
exchange contract, it will establish a segregated account with its custodian
bank, or a securities depository acting for it, to hold assets of the Portfolio
in order to insure that the Portfolio will be able to meet its obligations. In
the case of a futures contract, liquid securities will be maintained in the
segregated account equal in value to the current value of the underlying
contract, less the margin deposits. The margin deposits are also held, in cash
or U.S. Government securities, in the segregated account. In the case of a call
that has been written on securities or futures contracts, the securities or
futures contracts covering the option will be maintained in the segregated
account and cannot be sold by the Portfolio until released. In the case of a put
that has been written on securities or futures contracts or a forward foreign
currency contract that has been entered into, liquid securities will be
maintained in the segregated account in an amount sufficient to meet the
Portfolio's obligations pursuant to the put or forward contract.

DEBT SECURITIES AND RATINGS. Ratings of debt securities represent the
rating agencies' opinions regarding their quality, are not a guarantee of
quality and may be reduced after the Portfolio has acquired the security. The
Advisor will consider whether the Portfolio should continue to hold the security
but is not required to dispose of it. Credit ratings attempt to evaluate the
safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit ratings in response to subsequent events, so that an issuer's
current financial condition may be better or worse than the rating indicates.

INVESTMENT RESTRICTIONS

The Trust (on behalf of the Fund) and the Portfolio have adopted the
following restrictions as fundamental policies, which may not be changed without
the favorable vote of the holders of a "majority," as defined in the Investment
Company Act of 1940 (the "1940 Act"), of the outstanding voting securities of
the Fund or the Portfolio. Under the 1940 Act, the "vote of the holders of a
majority of the outstanding voting securities" means the vote of the holders of
the lesser of (i) 67% of the shares of the Fund or the Portfolio represented at
a meeting at which the holders of more than 50% of its outstanding shares are
represented or (ii) more than 50% of the outstanding shares of the Fund or the
Portfolio. Except with respect to borrowing, changes in values of assets of the
Fund or Portfolio will not cause a violation of the investment restrictions so
long as percentage restrictions are observed by the Fund or Portfolio at the
time it purchases any security.

Although the Fund is classified as a "diversified" fund, the Portfolio is
classified as a "non-diversified" fund. As provided in the 1940 Act, a
diversified fund has, with respect to at least 75% of its total assets, no more
than 5% of its total assets invested in the securities of one issuer, plus cash,
U.S. Government securities and securities of other investment companies.
However, the Portfolio intends to qualify as a "regulated investment company"
under the Internal Revenue Code, and therefore is subject to diversification
limits requiring that, as of the close of each fiscal quarter, (i) no more than
25% of the Portfolio=s total assets may be invested in the securities of a
single issuer (other than U.S. Government securities), and (ii) with respect to
50% of the Portfolio=s total assets, no more than 5% of such assets may be
invested in the securities of a single issuer (other than U.S. Government
securities) or invested in more than 10% of the outstanding voting securities of
a single issuer.

B-8
<PAGE>
In addition, neither the Fund nor the Portfolio may:

1. Issue senior securities, borrow money or pledge its assets, except that
(a) the Fund or the Portfolio may borrow on an unsecured basis from banks for
temporary or emergency purposes or for the clearance of transactions in amounts
not exceeding 10% of its total assets (not including the amount borrowed); (b)
the Fund or the Portfolio may borrow on an unsecured basis from banks to meet
redemption requests, provided that such borrowings will be made only to the
extent that the value of the Fund's total assets, less its liabilities other
than borrowings (including borrowings pursuant to item (a) or otherwise), is
equal at all times to at least 300% of all borrowings (including the proposed
borrowing); and (c) the Fund will not make investments while borrowings in
excess of 5% of the value of its total assets are outstanding;

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

3. Act as underwriter (except to the extent the Fund or Portfolio may be
deemed to be an underwriter in connection with the sale of securities in its
investment portfolio);

4. Invest 25% or more of its total assets, calculated at the time of
purchase and taken at market value, in any one industry (other than U.S.
Government securities), except that the Fund may invest more than 25% of its
assets in shares of the Portfolio;

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

6. Purchase or sell commodities or commodity futures contracts, except that
the Portfolio may purchase and sell stock index futures contracts and options on
such futures contracts;

7. Invest in oil and gas limited partnerships or oil, gas or mineral
leases;

8. Make loans (except for purchases of debt securities consistent with the
investment policies of the Fund and the Portfolio, repurchase agreements and
loans of portfolio securities); or

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

The Fund and the Portfolio observe the following restrictions as a matter
of operating but not fundamental policy. Neither the Fund nor the Portfolio may:

1. Invest more than 10% of its assets in the securities of other investment
companies or purchase more than 3% of any other investment company=s voting
securities or make any other investment in other investment companies except as
permitted by federal and state law; or

2. Invest more than 15% of its net assets in securities which are
restricted as to disposition or otherwise are illiquid or have no readily
available market (except for securities issued under Rule 144A which are
determined by the Board of Trustees to be liquid).

B-9
<PAGE>
MANAGEMENT

The overall management of the business and affairs of the Trust is vested
with its Board of Trustees. The Board approves all significant agreements
between the Trust and persons or companies furnishing services to it, including
the agreements with the Advisor, Administrator, Custodian and
Transfer Agent. Likewise, the Portfolio has a Board of Trustees which has
comparable responsibilities, including approving agreements with the Advisor.
The day to day operations of the Trust and the Portfolio are delegated to their
officers, subject to their investment objectives and policies and to general
supervision by their Boards of Trustees.

The following table lists the Trustees and officers of the Trust, their
business addresses and principal occupations during the past five years. Unless
otherwise noted, each individual has held the position listed for more than five
years.

<TABLE>
<CAPTION>
Position(s) Held
Name, Address and Age With the Trust Principal Occupation(s) During Past 5 Years
--------------------- -------------- -------------------------------------------
<S> <C> <C>
Thomas M. Mitchell* (age 56) Trustee and Managing Director of the Advisor since May 1995.
300 North Lake Avenue President Executive Vice President of the Advisor from May
Pasadena, CA 91101 1983 to May 1999

Jettie M. Edwards (age 54) Trustee Consulting principal of Syrus Associates
76 Seaview Drive (consulting firm); Director of the PBHG Funds,
Santa Barbara, CA 93108 Inc.; Director of PBHG Insurance Series Fund, Inc.;
Trustee of EQ Advisors Trust

Richard N. Frank (age 76) Trustee Chief Executive Officer, Lawry's Restaurants, Inc.
234 E. Colorado Blvd. (restaurant company); formerly, Chairman of Lawry's
Pasadena, CA 91101 Foods, Inc. (restaurants and food seasoning)

James Clayburn LaForce (age 76) Trustee Dean Emeritus, John E. Anderson Graduate School of
P.O. Box 1585 Management, University of California, Los Angeles.
Pauma Valley, CA 92061 Director of The BlackRock Funds and Trustee of The
Payden & Rygel Investment Trust and Trust for
Investment Managers (registered investment
companies). Director of the Timken Co. (bearings
and alloy steel manufacturing firm) and Jacobs
Engineering Group (engineering firm).

Angelo R. Mozilo (age 61) Trustee Chairman, CEO and President of Countrywide Credit
155 N. Lake Avenue Industries (mortgage banking)(mortgage banking)
Pasadena, CA 91101

Wayne H. Smith (age 58) Trustee Dennison Corporation (pressure sensitive material
150 N. Orange Grove Blvd. and office products manufacturer)
Pasadena, CA 91103

Thomas J. Condon* (age 61) Trustee Managing Director of the Advisor.
300 North Lake Avenue
Pasadena, CA 91101

Aaron W.L. Eubanks, Sr. (age 37) Vice President Chief Operating Officer of the Advisor since August
300 North Lake Avenue and Secretary 1999; formerly, Director of Operations of the
Pasadena, CA 91101 Advisor

William T. Warnick (age 31) Vice President Chief Financial Officer of the Advisor since August
300 North Lake Avenue and Treasurer 1999; formerly, Controller of the Advisor
Pasadena, CA 91101
</TABLE>

B-10
<PAGE>
The following table lists the Trustees and officers of the Portfolio, their
business addresses and principal occupations during the past five years. Unless
otherwise noted, each individual has held the position listed for more than five
years.

<TABLE>
<CAPTION>
Position(s) Held
Name, Address and Age With the Portfolios Principal Occupation(s) During Past 5 Years
--------------------- ------------------- -------------------------------------------
<S> <C> <C>
Thomas M. Mitchell* (age 56) Trustee and Managing Director of the Advisor since May 1995.
300 North Lake Avenue President Executive Vice President of the Advisor from May
Pasadena, CA 91101 1983 to May 1999

Angelo R. Mozilo (age 61) Trustee Chairman, CEO and President of Countrywide Credit
155 N. Lake Avenue Industries (mortgage banking)
Pasadena, CA 91101

Wayne H. Smith (age 58) Trustee Vice President and Treasurer of Avery Dennison
150 N. Orange Grove Blvd. Corporation (pressure sensitive material and office
Pasadena, CA 91103 products manufacturer)

Thomas J. Condon* (age 61) Trustee Managing Director of the Advisor.
300 North Lake Avenue
Pasadena, CA 91101

William T. Warnick (age 31) Vice President
300 North Lake Avenue and Treasurer Chief Financial Officer of the Advisor since August
Pasadena, CA 91101 1999; formerly, Controller of the Advisor
</TABLE>

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

B-11
<PAGE>
The following compensation was paid to each of the following Trustees during the
Trust's last fiscal year. No other compensation or retirement benefits were
received by any Trustee or officer from the Registrant or other registered
investment company in the "Fund Complex."

<TABLE>
<CAPTION>
Deferred Deferred Total
Compensation Compensation Compensation
Aggregate Aggregate Accrued as Part Accrued as Part From Trust and
Compensation Compensation of Trust of Portfolios Portfolios paid to
Name of Trustee from Trust from Portfolios Expenses Expenses Trustee
--------------- ---------- --------------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Jettie M. Edwards $10,000 $ 0 $ 0 $ 0 $10,000
Wayne H. Smith $ 0 $ 0 $15,500 $ 1,158 $16,658
Richard N. Frank $ 0 $ 0 $ 658 $12,000 $12,658
James Clayburn LaForce $ 2,500 $12,000 $ 0 $ 0 $14,500
Angelo R. Mozilo $ 0 $ 0 $ 1,158 $ 0 $ 1,158
</TABLE>

All of the outstanding shares of the Fund as of September 29, 2000 are
owned by Larry D. Tashjiam, La Canada, CA 91011, an affiliate of the Advisor.

THE ADVISOR

The Trust does not have an investment advisor, although the Advisor
performs certain administrative services for it, including providing certain
officers and office space.

The following information is provided about the Advisor and the Portfolio.
Subject to the supervision of the Board of Trustees of the Portfolio, investment
management and services will be provided to the Portfolio by the Advisor,
pursuant to an Investment Advisory Agreement (the "Advisory Agreement"). Under
the Advisory Agreement, the Advisor will provide a continuous investment program
for the Portfolio and make decisions and place orders to buy, sell or hold
particular securities. In addition to the fees payable to the Advisor and the
Administrator, the Portfolio and the Trust are responsible for their operating
expenses, including: (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums; (iv) compensation and expenses of Trustees other than those
affiliated with the Advisor or the Administrator; (v) legal and audit expenses;
(vi) fees and expenses of the custodian, shareholder service and transfer
agents; (vii) fees and expenses for registration or qualification of the Trust
and its shares under federal or state securities laws; (viii) expenses of
preparing, printing and mailing reports and notices and proxy material to
shareholders; (ix) other expenses incidental to holding any shareholder
meetings; (x) dues or assessments of or contributions to the Investment Company
Institute or any successor; (xi) such nonrecurring expenses as may arise,
including litigation affecting the Trust or the Portfolio and the legal
obligations with respect to which the Trust or the Portfolio may have to
indemnify their officers and Trustees; and (xii) amortization of organization
costs.

The Advisor is an indirect, wholly owned subsidiary of Old Mutual, plc, a
public limited company based in the United Kingdom. Old Mutual is a financial
services group with a substantial life assurance business in South Africa and
other southern African countries and an integrated, international portfolio of
activities in asset management, banking and general insurance. On _________,
2000, Old Mutual acquired the assets of United Asset Management Corporation, the
Advisor's parent company; on that date the Advisor entered into a new Advisory
Agreement having the same terms as the previous Advisory Agreement with the
Portfolio. The term "Advisor" also refers to the Advisor's predecessor.

B-12
<PAGE>
For its services, the Advisor receives a fee from the Portfolio at an
annual rate of 0.80% of its average net assets. However, the Advisor has agreed
to limit the aggregate expenses of the Portfolio to 1.60% of its average net
assets.

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

The Advisory Agreement will remain in effect for two years from its
execution. Thereafter, if not terminated, the Advisory Agreement will continue
automatically for successive annual periods, provided that such continuance is
specifically approved at least annually (i) by a majority vote of the
Independent Trustees cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by the Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

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

THE ADMINISTRATOR

The Fund and the Portfolio each pay a monthly administration fee to
Investment Company Administration, LLC for managing some of their business
affairs.

THE DISTRIBUTOR

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

CUSTODIAN AND AUDITORS

The Trust's custodian, Provident National Bank, 200 Stevens Drive, Lester,
PA 19113 is responsible for holding the Fund's assets. Provident Financial
Processing Corporation, 400 Bellevue Parkway, Wilmington, DE 19809, acts as the
Fund's transfer agent; its mailing address is P.O. Box 8943, Wilmington, DE
19899. The Trust's independent accountants, ____________________, assist in the
preparation of certain reports to the Securities and Exchange Commission and the
Fund's tax returns.

B-13
<PAGE>
PORTFOLIO TRANSACTIONS AND BROKERAGE

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

The Advisory Agreement states that the commissions paid to brokers may be
higher than another broker would have charged if a good faith determination is
made by the Advisor that the commission is reasonable in relation to the
services provided, viewed in terms of either that particular transaction or the
Advisor's overall responsibilities as to the accounts as to which it exercises
investment discretion and that the Advisor shall use its judgment in determining
that the amount of commissions paid are reasonable in relation to the value of
brokerage and research services provided and need not place or attempt to place
a specific dollar value on such services or on the portion of commission rates
reflecting such services. The Advisory Agreement provides that to demonstrate
that such determinations were in good faith, and to show the overall
reasonableness of commissions paid, the Advisor shall be prepared to show that
commissions paid (i) were for purposes contemplated by the Advisory Agreement;
(ii) were for products or services which provide lawful and appropriate
assistance to its decision-making process; and (iii) were within a reasonable
range as compared to the rates charged by brokers to other institutional
investors as such rates may become known from available information.

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

The debt securities are generally traded on a "net" basis with dealers
acting as principal for their own accounts without a stated commission although
the price of the security usually includes a profit to the dealer. Money market
instruments usually trade on a "net" basis as well. On occasion, certain money
market instruments may be purchased by the Portfolio directly from an issuer in
which case no commissions or discounts are paid. In underwritten offerings,
securities are purchased at a fixed price which includes an amount of
compensation to the underwriter, generally referred to as the underwriter's
concession or discount.

PORTFOLIO TURNOVER

Although the Portfolio generally will not invest for short-term trading
purposes, portfolio securities may be sold without regard to the length of time
they have been held when, in the opinion of the Advisor, investment
considerations warrant such action. Portfolio turnover rate is calculated by
dividing (1) the lesser of purchases or sales of portfolio securities for the
fiscal year by (2) the monthly average of the value of portfolio securities
owned during the fiscal year. A 100% turnover rate would occur if all the
securities in the Portfolio's portfolio, with the exception of securities whose
maturities at the time of acquisition were one year or less, were sold and
either repurchased or replaced within one year. A high rate of portfolio
turnover (100% or more) generally leads to higher transaction costs and may
result in a greater number of taxable transactions. See "Portfolio Transactions
and Brokerage." The Portfolio=s portfolio turnover rate is not expected to
exceed 200%.

B-14
<PAGE>
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Reference is made to "Ways to Set Up Your Account How to Buy Shares How To
Sell Shares" in the prospectus for additional information about purchase and
redemption of shares. You may purchase and redeem shares of the Fund on each day
on which the New York Stock Exchange ("Exchange") is open for trading. The
Exchange annually announces the days on which it will not be open for trading.
The most recent announcement indicates that it will not be open on the following
days: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
However, the Exchange may close on days not included in that announcement.

NET ASSET VALUE

The net asset value of the Fund's shares will fluctuate and is determined
as of the close of trading on the Exchange (normally 4:00 p.m. Eastern time)
each business day.

The net asset value per share is computed by dividing the value of the
securities held by the Fund, plus any cash or other assets held by the Fund,
minus all liabilities (including accrued expenses), by the total number of
shares of the Fund outstanding at such time. Substantially all of the assets of
the Fund are invested in shares of the PIC Technology Portfolio, and the value
of the securities held by the Fund will be the Fund's proportionate share of the
value of the securities held by the Portfolio, plus any cash or other assets
held by the Portfolio (including interest and dividends accrued but not yet
received), minus any liabilities of the Portfolio (including accrued expenses).

Equity securities listed on a national securities exchange or traded on the
NASDAQ system are valued on their last sale price. Other equity securities and
debt securities for which market quotations are readily available are valued at
the mean between their bid and asked price, except that debt securities maturing
within 60 days are valued on an amortized cost basis. Securities for which
market quotations are not readily available are valued at fair value as
determined in good faith by the Board of Trustees.

TAXATION

The Fund will be taxed as a separate entity under the Internal Revenue Code
(the "Code"), and intends to elect to qualify for treatment as a regulated
investment company ("RIC") under Subchapter M of the Code. In each taxable year
that the Fund qualifies, the Fund (but not its shareholders) will be relieved of
federal income tax on its investment company taxable income (consisting
generally of interest and dividend income, net short-term capital gain and net
realized gains from currency transactions) and net capital gain that is
distributed to shareholders

In order to qualify for treatment as a RIC, the Fund must distribute
annually to shareholders at least 90% of its investment company taxable income
and must meet several additional requirements. Among these requirements are the
following: (1) at least 90% of the Fund's gross income each taxable year must be
derived from dividends, interest, payments with respect to securities loans and
gains from the sale or other disposition of securities or foreign currencies, or
other income derived with respect to its business of investing in securities or
currencies; (2) at the close of each quarter of the Fund's taxable year, at
least 50% of the value of its total assets must be represented by cash and cash
items, U.S. Government securities, securities of other RICs and other
securities, limited in respect of any one issuer, to an amount that does not
exceed 5% of the value of the Fund and that does not represent more than 10% of
the outstanding voting securities of such issuer; and (3) at the close of each
quarter of the Fund's taxable year, not more than 25% of the value of its assets
may be invested in securities (other than U.S. Government securities or the
securities of other RICs) of any one issuer.

B-15
<PAGE>
The Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and capital gain net income for the one-year
period ending on October 31 of that year, plus certain other amounts.

DIVIDENDS AND DISTRIBUTIONS

Dividends from the Fund's investment company taxable income (whether paid
in cash or invested in additional shares) will be taxable to shareholders as to
the extent of the Fund's earnings and profits. Distributions of the Fund's net
capital gain (whether paid in cash or invested in additional shares) will be
taxable to shareholders as long-term capital gain, regardless of how long they
have held their Fund shares.

Dividends declared by the Fund in October, November or December of any year
and payable to shareholders of record on a date in one of such months will be
deemed to have been paid by the Fund and received by the shareholders on the
record date if the dividends are paid by the Fund during the following January.
Accordingly, such dividends will be taxed to shareholders for the year in which
the record date falls.

The Fund is required to withhold 31% of all dividends, capital gain
distributions and repurchase proceeds payable to any individuals and certain
other non-corporate shareholders who do not provide the Fund with a correct
taxpayer identification number. The Fund also is required to withhold 31% of all
dividends and capital gain distributions paid to such shareholders who otherwise
are subject to backup withholding.

PERFORMANCE INFORMATION

TOTAL RETURN

Average annual total return quotations used in the Fund's advertising and
promotional materials are calculated according to the following formula:

n
P(1 + T) = ERV

where P equals a hypothetical initial payment of $1000; T equals average annual
total return; n equals the number of years; and ERV equals the ending redeemable
value at the end of the period of a hypothetical $1000 payment made at the
beginning of the period.

Under the foregoing formula, the time periods used in advertising will be
based on rolling calendar quarters, updated to the last day of the most recent
quarter prior to submission of the advertising for publication. Average annual
total return, or "T" in the above formula, is computed by finding the average
annual compounded rates of return over the period that would equate the initial
amount invested to the ending redeemable value. Average annual total return
assumes the reinvestment of all dividends and distributions.

B-16
<PAGE>
YIELD

Annualized yield quotations used in the Fund's advertising and promotional
materials are calculated by dividing the Fund's interest income for a specified
thirtyday period, net of expenses, by the average number of shares outstanding
during the period, and expressing the result as an annualized percentage
(assuming semiannual compounding) of the net asset value per share at the end of
the period. Yield quotations are calculated according to the following formula:

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

where a equals dividends and interest earned during the period; b equals
expenses accrued for the period, net of reimbursements; c equals the average
daily number of shares outstanding during the period that are entitled to
receive dividends; and d equals the maximum offering price per share on the last
day of the period.

Except as noted below, in determining net investment income earned during
the period ("a" in the above formula), the Fund calculates interest earned on
each debt obligation held by it during the period by (1) computing the
obligation's yield to maturity, based on the market value of the obligation
(including actual accrued interest) on the last business day of the period or,
if the obligation was purchased during the period, the purchase price plus
accrued interest; (2) dividing the yield to maturity by 360 and multiplying the
resulting quotient by the market value of the obligation (including actual
accrued interest). Once interest earned is calculated in this fashion for each
debt obligation held by the Fund, net investment income is then determined by
totaling all such interest earned.

For purposes of these calculations, the maturity of an obligation with one
or more call provisions is assumed to be the next date on which the obligation
reasonably can be expected to be called or, if none, the maturity date.

OTHER INFORMATION

Performance data of the Fund quoted in advertising and other promotional
materials represents past performance and is not intended to predict or indicate
future results. The return and principal value of an investment in the Fund will
fluctuate, and an investor's redemption proceeds may be more or less than the
original investment amount. In advertising and promotional materials the Fund
may compare its performance with data published by Lipper Analytical Services,
Inc. ("Lipper") or CDA Investment Technologies, Inc. ("CDA"). The Fund also may
refer in such materials to mutual fund performance rankings and other data, such
as comparative asset, expense and fee levels, published by Lipper or CDA.
Advertising and promotional materials also may refer to discussions of the Fund
and comparative mutual fund data and ratings reported in independent periodicals
including, but not limited to, The Wall Street Journal, Money Magazine, Forbes,
Business Week, Financial World and Barron's.

GENERAL INFORMATION

B-17
<PAGE>
advisable and in the best interest of shareholders, the Board of Trustees may
create additional series of shares which differ from each other only as to
dividends. The Board of Trustees has created twelve series of shares, and may
create additional series in the future, which have separate assets and
liabilities. Income and operating expenses not specifically attributable to the
Fund are allocated fairly among the Funds by the Trustees, generally on the
basis of the relative net assets of each Fund.

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

The Declaration of Trust further provides the Trustees will not be liable
for errors of judgment or mistakes of fact or law, but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office. Shareholders are entitled to one vote for each full share held (and
fractional votes for fractional shares) and may vote in the election of Trustees
and on other matters submitted to meetings of shareholders. It is not
contemplated that regular annual meetings of shareholders will be held.

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

Rule 18f2 under the 1940 Act provides that as to any investment company
which has two or more series outstanding and as to any matter required to be
submitted to shareholder vote, such matter is not deemed to have been
effectively acted upon unless approved by the holders of a "majority" (as
defined in the Rule) of the voting securities of each series affected by the
matter. Such separate voting requirements do not apply to the election of
Trustees or the ratification of the selection of accountants. The Rule contains
special provisions for cases in which an advisory contract is approved by one or
more, but not all, series. A change in investment policy may go into effect as
to one or more series whose holders so approve the change even though the
required vote is not obtained as to the holders of other affected series.

The Boards of the Trust, the Portfolio, the Advisor and the Distributor
have adopted Codes of Ethics under Rule 17j-1 of the 1940 Act. These Codes
permit, subject to certain conditions, personnel of the Advisor and Distributor
to invest in securities that may be purchased or held by the Portfolio.

B-18
<PAGE>
APPENDIX
DESCRIPTION OF RATINGS

MOODY'S INVESTORS SERVICE, INC.: CORPORATE BOND RATINGS

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

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

Moody's applies numerical modifiers "1", "2" and "3" to both the Aaa and Aa
rating classifications. The modifier "1" indicates that the security ranks in
the higher end of its generic rating category; the modifier "2" indicates a
midrange ranking; and the modifier "3" indicates that the issue ranks in the
lower end of its generic rating category.

A-Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa-Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
period of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

STANDARD & POOR'S RATINGS GROUP: CORPORATE BOND RATINGS

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

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

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

BBB-Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

B-19
<PAGE>
COMMERCIAL PAPER RATINGS

Moody's commercial paper ratings are assessments of the issuer's ability to
repay punctually promissory obligations. Moody's employs the following three
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers: Prime 1-highest quality; Prime 2-higher
quality; Prime 3-high quality.

An S&P commercial paper rating is a current assessment of the likelihood of
timely payment. Ratings are graded into four categories, ranging from "A" for
the highest quality obligations to "D" for the lowest.

Issues assigned the highest rating, A, are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers "1", "2" and "3" to indicate the relative degree of safety. The
designation A1 indicates that the degree of safety regarding timely payment is
either overwhelming or very strong. A "+" designation is applied to those issues
rated "A1" which possess extremely strong safety characteristics. Capacity for
timely payment on issues with the designation "A2" is strong. However, the
relative degree of safety is not as high as for issues designated A1. Issues
carrying the designation "A3" have a satisfactory capacity for timely payment.
They are, however, somewhat more vulnerable to the adverse effect of changes in
circumstances than obligations carrying the higher designations.

B-20
<PAGE>
PIC INVESTMENT TRUST

STATEMENT OF ADDITIONAL INFORMATION
DATED FEBRUARY __, 2001

This Statement of Additional Information ("SAI") is not a prospectus, and it
should be read in conjunction with the prospectus of the Provident Investment
Counsel Balanced Fund A, Provident Investment Counsel Growth Fund A, Provident
Investment Counsel Mid Cap Fund A, Provident Investment Counsel Small Company
Growth Fund A, Provident Investment Counsel Growth Fund B, Provident Investment
Counsel Mid Cap Fund B, Provident Investment Counsel Small Company Growth Fund
B, Provident Investment Counsel Mid Cap Fund C, and Provident Investment Counsel
Small Company Growth Fund C, series of PIC Investment Trust (the "Trust"), which
share a common prospectus dated _________________, 2001. There are two other
series of the Trust: Provident Investment Counsel Growth Fund I and Provident
Investment Counsel Small Cap Growth Fund I. The Provident Investment Counsel
Balanced Fund A (the "Balanced Fund") invests in the PIC Balanced Portfolio; the
Provident Investment Counsel Growth Fund A and the Provident Investment Counsel
Growth Fund B (the "Growth Funds") invest in the PIC Growth Portfolio; the
Provident Investment Counsel Mid Cap Fund A, the Provident Investment Counsel
Mid Cap Fund B and the Provident Investment Counsel Mid Cap Fund C (the "Mid Cap
Funds") invest in the PIC Mid Cap Portfolio; the Provident Investment Counsel
Small Company Growth Fund A, the Provident Investment Counsel Small Company
Growth Fund B and the Provident Investment Counsel Small Company Growth Fund C
(the "Small Company Growth Funds") invest in the PIC Small Cap Portfolio. (In
this SAI, the Balanced Fund, the Growth Funds, the Mid Cap Funds and the Small
Company Growth Funds may be referred to as the "Funds," and the PIC Balanced
Portfolio, PIC Growth Portfolio, PIC Mid Cap Portfolio and PIC Small Cap
Portfolio may be referred to as the "Portfolios.") Provident Investment Counsel
(the "Advisor") is the Advisor to the Portfolios. A copy of the Funds'
prospectus may be obtained from the Trust at 300 North Lake Avenue, Pasadena, CA
91101-4106, telephone (818) 449-8500.

TABLE OF CONTENTS

Investment Objectives and Policies....................................... B-2
Investment Restrictions.................................................. B-9
Management............................................................... B-10
Custodian and Auditors................................................... B-20
Portfolio Transactions and Brokerage..................................... B-20
Portfolio Turnover....................................................... B-21
Additional Purchase and Redemption Information........................... B-22
Net Asset Value.......................................................... B-22
Taxation ................................................................ B-23
Dividends and Distributions.............................................. B-23
Performance Information.................................................. B-24
General Information...................................................... B-26
Financial Statements..................................................... B-27
Appendix ................................................................ B-28

B-1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

INTRODUCTION

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

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

Whenever a Fund is requested to vote on matters pertaining to a Portfolio,
the Fund will hold a meeting of its shareholders, and the Fund's votes with
respect to the Portfolio will be cast in the same proportion as the shares of
the Fund for which voting instructions are received.

THE BALANCED FUND. The investment objective of the Balanced Fund is to
provide high total return while reducing risk. The Balanced Fund may also
attempt to earn current income and reduce the variability of the net asset value
of their shares by investing a portion of their assets in short-term
investments. Normally, these investments will range from 0 to 20% of their
assets. There is no assurance that the Balanced Fund will achieve its objective.
The Balanced Fund will attempt to achieve its objective by investing all of its
assets in shares of the PIC Balanced Portfolio (the "Balanced Portfolio"). The
Balanced Portfolio is a diversified open-end management investment company
having the same investment objective as the Balanced Fund. The discussion below
supplements information contained in the prospectus as to investment policies of
the Balanced Fund and the Balanced Portfolio. Because the investment
characteristics of the Balanced Fund will correspond directly to those of the
Balanced Portfolio, the discussion refers to those investments and techniques
employed by the Balanced Portfolio.

B-2
<PAGE>
THE GROWTH FUNDS. The investment objective of the Growth Funds is to
provide long-term growth of capital. There is no assurance that the Growth Funds
will achieve their objective. The Growth Funds will attempt to achieve their
objective by investing all of their assets in shares of the PIC Growth Portfolio
(the "Growth Portfolio"). The Growth Portfolio is a diversified open-end
management investment company having the same investment objective as the Growth
Funds. The discussion below supplements information contained in the prospectus
as to investment policies of the Growth Funds and the Growth Portfolio. Because
the investment characteristics of the Growth Funds will correspond directly to
those of the Growth Portfolio, the discussion refers to those investments and
techniques employed by the Growth Portfolio.

THE MID CAP FUNDS. The investment objective of the Mid Cap Funds is to
provide long-term growth of capital. There is no assurance that the Mid Cap
Funds will achieve their objective. The Mid Cap Funds will attempt to achieve
their objective by investing all of their assets in shares of the PIC Mid Cap
Portfolio (the "Mid Cap Portfolio"). The Mid Cap Portfolio is a diversified
open-end management investment company having the same investment objective as
the Mid Cap Funds. The discussion below supplements information contained in the
prospectus as to investment policies of the Mid Cap Funds and the Mid Cap
Portfolio. Because the investment characteristics of the Mid Cap Funds will
correspond directly to those of the Mid Cap Portfolio, the discussion refers to
those investments and techniques employed by the Mid Cap Portfolio.

THE SMALL COMPANY GROWTH FUNDS. The investment objective of the Small
Company Growth Funds is to provide capital appreciation. There is no assurance
that the Small Company Growth Funds will achieve their objective. The Small
Company Growth Funds will attempt to achieve their objective by investing all of
their assets in shares of the PIC Small Cap Portfolio (the "Small Cap
Portfolio"). The Small Cap Portfolio is a diversified open-end management
investment company having the same investment objective as the Small Company
Growth Funds. The discussion below supplements information contained in the
prospectus as to investment policies of the Small Company Growth Funds and the
Small Cap Portfolio. Because the investment characteristics of the Small Company
Growth Funds will correspond directly to those of the Small Cap Portfolio, the
discussion refers to those investments and techniques employed by the Small Cap
Portfolio.

SECURITIES AND INVESTMENT PRACTICES

The discussion below supplements information contained in the prospectus as
to investment policies of the Portfolios. PIC may not buy all of these
instruments or use all of these techniques to the full extent permitted unless
it believes that doing so will help a Portfolio achieve its goals.

SHORT-TERM INVESTMENTS. Short-term investments are debt securities that
mature within a year of the date they are purchased by a Portfolio. Some
specific examples of short-term investments are commercial paper, bankers'
acceptances, certificates of deposit and repurchase agreements. A Portfolio will
only purchase short-term investments which are "high quality," meaning the
investments have been rated A-1 by Standard & Poor's Ratings Group ("S&P") or

B-3
<PAGE>
Prime-1 by Moody's Investors Service, Inc. ("Moody's"), or have an issue of debt
securities outstanding rated at least A by S&P or Moody's. The term also applies
to short-term investments that PIC believes are comparable in quality to those
with an A-1 or Prime-1 rating. U.S. Government securities are always considered
to be high quality.

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

Although repurchase agreements carry certain risks not associated with
direct investments in securities, the Funds and the Portfolios intend to enter
into repurchase agreements only with banks and dealers believed by the Advisor
to present minimum credit risks in accordance with guidelines established by the
Boards of Trustees. The Advisor will review and monitor the creditworthiness of
such institutions under the Boards' general supervision. To the extent that the
proceeds from any sale of collateral upon a default in the obligation to
repurchase were less than the repurchase price, the purchaser would suffer a
loss. If the other party to the repurchase agreement petitions for bankruptcy or
otherwise becomes subject to bankruptcy or other liquidation proceedings, there
might be restrictions on the purchaser's ability to sell the collateral and the
purchaser could suffer a loss. However, with respect to financial institutions
whose bankruptcy or liquidation proceedings are subject to the U.S. Bankruptcy
Code, the Funds and the Portfolios intend to comply with provisions under such
Code that would allow them immediately to resell the collateral.

OPTIONS ACTIVITIES. The Balanced Portfolio may write (i.e., sell) call
options ("calls") on debt securities, and the Small Cap Portfolio may write call
options on stocks and stock indices, if the calls are "covered" throughout the
life of the option. A call is "covered" if the Portfolio owns the optioned
securities. When the Balanced or Small Cap Portfolio writes a call, it receives
a premium and gives the purchaser the right to buy the underlying security at
any time during the call period at a fixed exercise price regardless of market
price changes during the call period. If the call is exercised, the Portfolio
will forgo any gain from an increase in the market price of the underlying
security over the exercise price.

The Balanced and Small Cap Portfolios may purchase a call on securities to
effect a "closing purchase transaction," which is the purchase of a call
covering the same underlying security and having the same exercise price and
expiration date as a call previously written by the Portfolio on which it wishes
to terminate its obligation. If the Portfolio is unable to effect a closing
purchase transaction, it will not be able to sell the underlying security until
the call previously written by the Portfolio expires (or until the call is
exercised and the Portfolio delivers the underlying security).

B-4
<PAGE>
The Balanced and Small Cap Portfolios also may write and purchase put
options ("puts"). When the Portfolio writes a put, it receives a premium and
gives the purchaser of the put the right to sell the underlying security to the
Portfolio at the exercise price at any time during the option period. When the
Portfolio purchases a put, it pays a premium in return for the right to sell the
underlying security at the exercise price at any time during the option period.
If any put is not exercised or sold, it will become worthless on its expiration
date.

A Portfolio's option positions may be closed out only on an exchange which
provides a secondary market for options of the same series, but there can be no
assurance that a liquid secondary market will exist at a given time for any
particular option.

FUTURES CONTRACTS. The Balanced Portfolio may buy and sell interest rate
futures contracts, and all the Portfolios may buy and sell stock index futures
contracts. A futures contract is an agreement between two parties to buy and
sell a security or an index for a set price on a future date. Futures contracts
are traded on designated "contract markets" which, through their clearing
corporations, guarantee performance of the contracts.

Entering into a futures contract for the sale of securities has an effect
similar to the actual sale of securities, although sale of the futures contract
might be accomplished more easily and quickly. Entering into futures contracts
for the purchase of securities has an effect similar to the actual purchase of
the underlying securities, but permits the continued holding of securities other
than the underlying securities.

A stock index futures contract may be used as a hedge by any of the
Portfolios with regard to market risk as distinguished from risk relating to a
specific security. A stock index futures contract does not require the physical
delivery of securities, but merely provides for profits and losses resulting
from changes in the market value of the contract to be credited or debited at
the close of each trading day to the respective accounts of the parties to the
contract. On the contract's expiration date, a final cash settlement occurs.
Changes in the market value of a particular stock index futures contract
reflects changes in the specified index of equity securities on which the future
is based.

B-5
<PAGE>
There are several risks in connection with the use of futures contracts. In
the event of an imperfect correlation between the futures contract and the
portfolio position which is intended to be protected, the desired protection may
not be obtained and a Portfolio may be exposed to risk of loss. Further,
unanticipated changes in interest rates or stock price movements may result in a
poorer overall performance for a Portfolio than if it had not entered into any
futures on stock indices.

Finally, positions in futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market for such futures.
There is no assurance that a liquid secondary market on an exchange or board of
trade will exist for any particular contract or at any particular time.

FOREIGN SECURITIES. The Portfolios may invest in securities of foreign
issuers in foreign markets. In addition, the Portfolios may invest in American
Depositary Receipts ("ADRs"), which are receipts, usually issued by a U.S. bank
or trust company, evidencing ownership of the underlying securities. Generally,
ADRs are issued in registered form, denominated in U.S. dollars, and are
designed for use in the U.S. securities markets. A depositary may issue
unsponsored ADRs without the consent of the foreign issuer of securities, in
which case the holder of the ADR may incur higher costs and receive less
information about the foreign issuer than the holder of a sponsored ADR. A
Portfolio may invest no more than 20% of its total assets in foreign securities,
and it will only purchase foreign securities or ADRs which are listed on a
national securities exchange or included in the NASDAQ system.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The Portfolios may enter into
forward contracts with respect to specific transactions. For example, when a
Portfolio enters into a contract for the purchase or sale of a security
denominated in a foreign currency, or when it anticipates the receipt in a
foreign currency of dividend or interest payments on a security that it holds,
the Portfolio may desire to "lock in" the U.S. dollar price of the security or
the U.S. dollar equivalent of the payment, by entering into a forward contract
for the purchase or sale, for a fixed amount of U.S. dollars or foreign
currency, of the amount of foreign currency involved in the underlying
transaction. The Portfolio will thereby be able to protect itself against a
possible loss resulting from an adverse change in the relationship between the
currency exchange rates during the period between the date on which the security
is purchased or sold, or on which the payment is declared, and the date on which
such payments are made or received.

B-6
<PAGE>
The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. Accordingly, it may be necessary for a
Portfolio to purchase additional foreign currency on the spot (i.e., cash)
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the Portfolio is obligated
to deliver and if a decision is made to sell the security and make delivery of
the foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security if
its market value exceeds the amount of foreign currency a Portfolio is obligated
to deliver. The projection of short-term currency market movements is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Forward contracts involve the risk that anticipated currency
movements will not be accurately predicted, causing a Portfolio to sustain
losses on these contracts and transaction costs. The Portfolios may enter into
forward contracts or maintain a net exposure to such contracts only if (1) the
consummation of the contracts would not obligate the Portfolio to deliver an
amount of foreign currency in excess of the value of the Portfolio's securities
or other assets denominated in that currency or (2) the Portfolio maintains a
segregated account as described below. Under normal circumstances, consideration
of the prospect for currency parities will be incorporated into the longer term
investment decisions made with regard to overall diversification strategies.
However, the Advisor believes it is important to have the flexibility to enter
into such forward contracts when it determines that the best interests of a
Portfolio will be served.

At or before the maturity date of a forward contract that requires a
Portfolio to sell a currency, the Portfolio may either sell a security and use
the sale proceeds to make delivery of the currency or retain the security and
offset its contractual obligation to deliver the currency by purchasing a second
contract pursuant to which the Portfolio will obtain, on the same maturity date,
the same amount of the currency that it is obligated to deliver. Similarly, a
Portfolio may close out a forward contract requiring it to purchase a specified
currency by entering into a second contract entitling it to sell the same amount
of the same currency on the maturity date of the first contract. The Portfolio
would realize a gain or loss as a result of entering into such an offsetting
forward contract under either circumstance to the extent the exchange rate
between the currencies involved moved between the execution dates of the first
and second contracts.

The cost to a Portfolio of engaging in forward contracts varies with
factors such as the currencies involved, the length of the contract period and
the market conditions then prevailing. Because forward contracts are usually
entered into on a principal basis, no fees or commissions are involved. The use
of forward contracts does not eliminate fluctuations in the prices of the
underlying securities a Portfolio owns or intends to acquire, but it does fix a
rate of exchange in advance. In addition, although forward contracts limit the
risk of loss due to a decline in the value of the hedged currencies, at the same
time they limit any potential gain that might result should the value of the
currencies increase.

B-7
<PAGE>
LENDING FUND SECURITIES. To increase its income, the Mid Cap Portfolio may
lend its portfolio securities to financial institutions such as banks and
brokers if the loan is collateralized in accordance with applicable regulatory
requirements. The Portfolio has adopted an operating policy that limits the
amount of loans to not more than 25% of the value of the total assets of the
Portfolio. During the time portfolio securities are on loan, the borrower pays
the Portfolio an amount equivalent to any dividends or interest paid on such
securities, and the Portfolio may invest the cash collateral and earn additional
income, or it may receive an agreed-upon amount of interest income from the
borrower who has delivered equivalent collateral or secured a letter of credit.
The amounts received by the Portfolio will be reduced by any fees and
administrative expenses associated with such loans. In addition, such loans
involve risks of delay in receiving additional collateral or in recovering the
securities loaned or even loss of rights in the collateral should the borrower
of the securities fail financially However, such securities lending will be made
only when, in PIC=s judgment, the income to be earned from the loans justifies
the attendant risks. Loans are subject to termination at the option of the
Portfolio or the borrower.

SEGREGATED ACCOUNTS. When a Portfolio writes an option, sells a futures
contract or enters into a forward foreign currency exchange contract, it will
establish a segregated account with its custodian bank, or a securities
depository acting for it, to hold assets of the Portfolio in order to insure
that the Portfolio will be able to meet its obligations. In the case of a call
that has been written, the securities covering the option will be maintained in
the segregated account and cannot be sold by a Portfolio until released. In the
case of a put that has been written or a forward foreign currency contract that
has been entered into, liquid securities will be maintained in the segregated
account in an amount sufficient to meet a Portfolio's obligations pursuant to
the put or forward contract. In the case of a futures contract, liquid
securities will be maintained in the segregated account equal in value to the
current value of the underlying contract, less the margin deposits. The margin
deposits are also held, in cash or U.S. Government securities, in the segregated
account.

DEBT SECURITIES AND RATINGS. Ratings of debt securities represent the
rating agencies' opinions regarding their quality, are not a guarantee of
quality and may be reduced after a Portfolio has acquired the security. The
Advisor will consider whether the Portfolio should continue to hold the security
but is not required to dispose of it. Credit ratings attempt to evaluate the
safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit ratings in response to subsequent events, so that an issuer's
current financial condition may be better or worse than the rating indicates.

B-8
<PAGE>
INVESTMENT RESTRICTIONS

The Trust (on behalf of the Funds) and the Portfolios have adopted the
following restrictions as fundamental policies, which may not be changed without
the favorable vote of the holders of a "majority," as defined in the Investment
Company Act of 1940 (the "1940 Act"), of the outstanding voting securities of a
Fund or a Portfolio. Under the 1940 Act, the "vote of the holders of a majority
of the outstanding voting securities" means the vote of the holders of the
lesser of (i) 67% of the shares of a Fund or a Portfolio represented at a
meeting at which the holders of more than 50% of its outstanding shares are
represented or (ii) more than 50% of the outstanding shares of a Fund or a
Portfolio. Except with respect to borrowing, changes in values of assets of a
particular Fund or Portfolio will not cause a violation of the investment
restrictions so long as percentage restrictions are observed by such Fund or
Portfolio at the time it purchases any security.

As a matter of fundamental policy, the Portfolios are diversified; i.e., as
to 75% of the value of a Portfolio's total assets, no more than 5% of the value
of its total assets may be invested in the securities of any one issuer (other
than U.S. Government securities). The Funds invest all of their assets in shares
of the Portfolios. Each Fund's and each Portfolio's investment objective is
fundamental.

In addition, no Fund or Portfolio may:

1. Issue senior securities, borrow money or pledge its assets, except that
a Fund or a Portfolio may borrow on an unsecured basis from banks for temporary
or emergency purposes or for the clearance of transactions in amounts not
exceeding 10% of its total assets (not including the amount borrowed), provided
that it will not make investments while borrowings in excess of 5% of the value
of its total assets are outstanding;

2. Make short sales of securities or maintain a short position;

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

4. Write put or call options, except that the Balanced Portfolio may write
covered call and cash secured put options on debt securities, and the Small Cap
Portfolio may write covered call and cash secured put options and purchase call
and put options on stocks and stock indices;

5. Act as underwriter (except to the extent a Fund or Portfolio may be
deemed to be an underwriter in connection with the sale of securities in its
investment portfolio);

6. Invest 25% or more of its total assets, calculated at the time of
purchase and taken at market value, in any one industry (other than U.S.
Government securities), except that any of the Funds may invest more than 25% of
their assets in shares of a Portfolio;

B-9
<PAGE>
7. Purchase or sell real estate or interests in real estate or real estate
limited partnerships (although any Portfolio may purchase and sell securities
which are secured by real estate and securities of companies which invest or
deal in real estate);

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

9. Invest in oil and gas limited partnerships or oil, gas or mineral
leases;

10. Make loans (except for purchases of debt securities consistent with the
investment policies of the Funds and the Portfolios and except for repurchase
agreements); except that the Mid Cap Portfolio may make loans of portfolio
securities;

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

The Portfolios observe the following restrictions as a matter of operating
but not fundamental policy.

No Portfolio may:

1. Invest more than 10% of its assets in the securities of other investment
companies or purchase more than 3% of any other investment company's voting
securities or make any other investment in other investment companies except as
permitted by federal and state law; or

MANAGEMENT

The overall management of the business and affairs of the Trust is vested
with its Board of Trustees. The Board approves all significant agreements
between the Trust and persons or companies furnishing services to it, including
the agreements with the Advisor, Administrator, Custodian and Transfer Agent.
Likewise, the Portfolios each have a Board of Trustees which have comparable
responsibilities, including approving agreements with the Advisor. The day to
day operations of the Trust and the Portfolios are delegated to their officers,
subject to their investment objectives and policies and to general supervision
by their Boards of Trustees.

B-10
<PAGE>

Angelo R. Mozilo (age 61) Trustee Chairman, CEO and President of Countrywide Credit
155 N. Lake Avenue Industries (mortgage banking)(mortgage banking)
Pasadena, CA 91101

Wayne H. Smith (age 58) Trustee Dennison Corporation (pressure sensitive material
150 N. Orange Grove Blvd. and office products manufacturer)
Pasadena, CA 91103

Thomas J. Condon* (age 61) Trustee Managing Director of the Advisor.
300 North Lake Avenue
Pasadena, CA 91101

B-11
<PAGE>
The following table lists the Trustees and officers of the Portfolio, their
business addresses and principal occupations during the past five years. Unless
otherwise noted, each individual has held the position listed for more than five
years.

Angelo R. Mozilo (age 61) Trustee Chairman, CEO and President of Countrywide Credit
155 N. Lake Avenue Industries (mortgage banking)
Pasadena, CA 91101

Wayne H. Smith (age 58) Trustee Vice President and Treasurer of Avery Dennison
150 N. Orange Grove Blvd. Corporation (pressure sensitive material and office
Pasadena, CA 91103 products manufacturer)

Thomas J. Condon* (age 61) Trustee Managing Director of the Advisor.
300 North Lake Avenue
Pasadena, CA 91101

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

B-12
<PAGE>
The following compensation was paid to each of the following Trustees. No
other compensation or retirement benefits were received by any Trustee or
officer from the Registrant or other registered investment company in the "Fund
Complex."

The following persons, to the knowledge of the Trust, owned more than 5% of
the outstanding shares of the Balanced Fund A as of January 31, 2000:

Gilbert Papazian - 14.48%
Hillsborough, CA 94010

Sanwa Bank California, Trustee - 5.44%
Los Angeles, CA 90060

Straffe & Co. FBO - 9.46%
Safelite Glass
Westerville, OH 43086

UMBSC & Co, Trustee - 49.34%
Kansas City, MO 64141

The following persons, to the knowledge of the Trust, owned more than 5% of
the outstanding shares of the Growth Fund A as of January 31, 2000:

Wilmington Trust Co. FBO
Mustang Employee 401K - 75.02%
Wilmington, DE 19899

William A Eddy and
Joan D. Eddy, Trustees - 14.89%
Long Beach, CA 90815

B-13
<PAGE>
The following persons, to the knowledge of the Trust, owned more than 5% of
the outstanding shares of the Mid Cap Fund A as of January 31, 2000:

Larry D. Tashjian and
Karen D. Tashjian, Trustees - 9.78%
La Canada, CA 91011

George E. Handtmann III, Trustee - 10.84%
Carpinteria, CA 93013

Jeffrey J. Miller and
Paula J. Miller, Trustees - 5.86%
La Canada, CA 91011

Robert M. Kommerstad and
Lila M. Kommerstad, Trustees - 5.86%
Bradbury, CA 91010

Thomas J and Julie H. Condon, Trustees - 9.81%
San Marina, CA 91108

Merrill Lynch - 15.14%
Jacksonville, FL 32246

Donald H. Neu - 5.22%
San Marino, CA 91108

Donaldson Lufkin & Jenrette
Secs. Corp. - 9.65%
Jersey City, NJ 07303

The following persons, to the knowledge of the Trust, owned more than 5% of
the outstanding shares of the Small Company Growth Fund A as of January 31,
2000:

Merrill Lynch, for benefit of
Building One Fund Admin Team A - 53.49%
Jacksonville, FL 32246

IITC - 5.66%
Boulder, CO 80503

To the knowledge of the Trust, as of January 31, 2000, Merrill Lynch, for
sole benefit of its customers, Jacksonville, FL 32246 and Robert Baird Co.,
Inc., Milwaukee, WI 53202, owned 99.43% and 13.98%, respectively, of the
outstanding shares of the Growth Fund B.

To the knowledge of the Trust, as of January 31, 2000, Merrill Lynch, for
sole benefit of its customers, Jacksonville, FL 32246 owned 99.03% of the
outstanding shares of the Mid Cap Fund B.

B-14
<PAGE>
To the knowledge of the Trust, as of January 31, 2000, Merrill Lynch, for
sole benefit of its customers, Jacksonville, FL 32246 owned 99.61% of the
outstanding shares of the Small Company Growth Fund B.

As of January 30, 2000, shares of the Funds owned by the Trustee and
officers as a group were less than 1%.

THE ADVISOR

The Trust does not have an investment advisor, although the Advisor
performs certain administrative services for it, including providing certain
officers and office space.

The following information is provided about the Advisor and the Portfolios.
Subject to the supervision of the Boards of Trustees of the Portfolios,
investment management and services will be provided to the Portfolios by the
Advisor, pursuant to separate Investment Advisory Agreements (the "Advisory
Agreements"). Under the Advisory Agreements, the Advisor will provide a
continuous investment program for the Portfolios and make decisions and place
orders to buy, sell or hold particular securities. In addition to the fees
payable to the Advisor and the Administrator, the Portfolios and the Trust are
responsible for their operating expenses, including: (i) interest and taxes;
(ii) brokerage commissions; (iii) insurance premiums; (iv) compensation and
expenses of Trustees other than those affiliated with the Advisor or the
Administrator; (v) legal and audit expenses; (vi) fees and expenses of the
custodian, shareholder service and transfer agents; (vii) fees and expenses for
registration or qualification of the Trust and its shares under federal or state
securities laws; (viii) expenses of preparing, printing and mailing reports and
notices and proxy material to shareholders; (ix) other expenses incidental to
holding any shareholder meetings; (x) dues or assessments of or contributions to
the Investment Company Institute or any successor; (xi) such non-recurring
expenses as may arise, including litigation affecting the Trust or the
Portfolios and the legal obligations with respect to which the Trust or the
Portfolios may have to indemnify their officers and Trustees; and (xii)
amortization of organization costs.

The Advisor is an indirect, wholly owned subsidiary of Old Mutual, plc, a
public limited company based in the United Kingdom. Old Mutual is a financial
services group with a substantial life assurance business in South Africa and
other southern African countries and an integrated, international portfolio of
activities in asset management, banking and general insurance. On _________,
2000, Old Mutual acquired the assets of United Asset Management Corporation, the
Advisor's parent company; on that date the Advisor entered into new Advisory
Agreements having the same terms as the previous Advisory Agreements with the
Portfolios. The term "Advisor" also refers to the Advisor's predecessor.

B-15
<PAGE>
For its services, the Advisor receives a fee from the Balanced Portfolio at
an annual rate of 0.60% of its average net assets, 0.80% of the Growth
Portfolio's average net assets, 0.80% of the Small Cap Portfolio's average net
assets and 0.70% of the Mid Cap Portfolio's average net a

For the fiscal year ended October 31, 1999, the Balanced Portfolio paid the
Advisor fees of $101,317, net of a waiver of $90,404. For the same period, the
Growth Portfolio paid the Advisor fees of $1,329,942, net of a waiver of $7,147.
For the same period, the Mid Cap Portfolio accrued advisory fees of $58,869, all
of which were waived. For the same period the Small Cap Portfolio paid the
Advisor fees of $1,789,614, net of a waiver of $3,878.

During the fiscal years ended October 31, 1998 and 1997, the Advisor earned
fees pursuant to the Advisory Agreements as follows: from the Balanced
Portfolio, $236,672 and $153,518, respectively; from the Growth Portfolio,
$1,045,893 and $838,058, respectively; and from the Small Cap Portfolio,
$1,418,731 and $1,525,768, respectively. During the period December 31, 1997
through October 31, 1998, the Advisor earned fees pursuant to the Advisory
Agreement from the Mid Cap Portfolio of $29,031. However, the Advisor has agreed
to limit the aggregate expenses of the Balanced Portfolio to 0.80% of average
net assets, the aggregate expenses of the Mid Cap Portfolio to 0.90% of average
net assets, and the aggregate expenses of the Growth and Small Cap Portfolios to
1.00% of average net assets . As a result, the Advisor paid expenses of the
Balanced Portfolio that exceeded these expense limits in the amounts of $71,076
and $91,689 during the fiscal years ended October 31, 1998 and 1997,
respectively. The Advisor paid expenses of the Growth Portfolio that exceeded
these expense limits in the amounts of $22,176 and $48,003 during the fiscal
years ended October 31, 1998 and 1997, respectively. The Advisor paid expenses
of the Small Cap Portfolio that exceeded these expense limits in the amounts of
$24,020 and $24,879 during the fiscal years ended October 31, 1998 and 1997,
respectively. The Advisor waived advisory fees in the amount of $85,951 for the
period December 31, 1997 through October 31, 1998.

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

The Advisory Agreements will remain in effect for two years from their
execution. Thereafter, if not terminated, each Advisory Agreement will continue
automatically for successive annual periods, provided that such continuance is
specifically approved at least annually (i) by a majority vote of the
Independent Trustees cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by the Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

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

B-16
<PAGE>
The Advisor also provides certain administrative services to the Trust
pursuant to Administration Agreements, including assisting shareholders of the
Trust, furnishing office space and permitting certain employees to serve as
officers and Trustees of the Trust. For its services, it earns a fee at the rate
of 0.20% of the average net assets of each series of the Trust.

During the fiscal years ended October 31, 1999, 1998 and 1997, the Advisor
earned fees from the Balanced Fund A of $63,395, $78,802 and $51,137,
respectively; from the Growth Fund A of $11,251, $6,338 and $1,029,
respectively; from the Small Company Growth Fund A of $2,263, $6,173 and $1,993,
respectively. For fiscal year ended October 31, 1999 and for the period December
31, 1997 through October 31, 1998, the Adviser earned fees from the Mid Cap Fund
A of $16,589 and $8,219, respectively. The Advisor has agreed to limit the
aggregate expenses of the Balanced Fund A, Growth Fund A, Mid Cap Fund A and
Small Company Growth Fund A to 1.05%, 1.35%, 1.39% and 1.45% (effective May 1,
2000), respectively, of each Fund's average daily net assets. As a result, for
the fiscal year ended October 31, 1999, the Advisor waived fees and reimbursed
expenses of the Funds as follows:

Waived Reimbursed
Fees Expenses
---- --------
Balanced Fund A $63,395 $172,739
Growth Fund A 11,251 60,119
Mid Cap Fund A 16,589 68,247
Small Company Growth Fund A 2,263 63,968

During the period March 31, 1999 through October 31, 1999, the Advisor
earned fees from the Growth Fund B, Small Company Growth Fund B and Mid Cap Fund
B in the amounts of $458, $59 and $124, respectively. The Advisor has agreed to
limit the aggregate expenses of the Growth Fund B, Mid Cap Fund B and Small
Company Growth Fund B to 2.10%, 2.14% and 2.30%, respectively, of each Fund's
average daily net assets. As a result, for the period March 31, 1999 through
October 31, 1999, the Advisor waived fees and reimbursed expenses of the Funds
as follows:

Waived Reimbursed
Fees Expenses
---- --------
Growth Fund B 458 55,850
Mid Cap Fund B 124 58,374
Small Company Growth Fund B 59 60,035

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

THE ADMINISTRATOR

The Funds and the Portfolios each pay a monthly administration fee to
Investment Company Administration, LLC for managing some of their business
affairs. Each Fund pays an annual fee of $15,000. Each Portfolio pays an annual
administration fee of 0.10% of its average net assets. Each Portfolio, other
than the Balanced Portfolio, is subject to an annual minimum administration fee

B-17
<PAGE>
of $45,000. For the fiscal year ended October 31, 1999, the Balanced Portfolio,
Growth Portfolio, Mid Cap Portfolio and Small Cap Portfolio paid $31,954,
$167,136, $45,625 and $224,187, respectively, in administration fees. For the
fiscal year ended October 31, 1998, the Balanced Portfolio, Growth Portfolio,
Mid Cap Portfolio and Small Cap Portfolio paid $39,445, $130,737, $37,835 and
$177,341, respectively, in administration fees.

THE DISTRIBUTOR

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

DISTRIBUTION PLANS

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

The Trustees of the Trust have adopted, on behalf of each Fund B, a
Distribution Plan (the "B Plan") pursuant to Rule 12b-1 under the 1940 Act. The
B Plan provides for the payment of a distribution fee at the annual rate of up
to 0.75% of each Fund B's average daily net assets for expenses incurred in
marketing its shares and a service fee at the annual rate of up to 0.25% of each
Fund B's average daily net assets.

The Trustees of the Trust have adopted, on behalf of each Fund C, a
Distribution Plan (the "C Plan") pursuant to Rule 12b-1 under the 1940 Act. The
C Plan provides for the payment of a distribution fee at the annual rate of up
to 0.75% of each Fund C's average daily net assets for expenses incurred in
marketing its shares and a service fee at the annual rate of up to 0.25% of each
Fund C's average daily net assets.

For the fiscal year ended October 31, 1999, the Balanced Fund A paid
$79,244 under its Plan, of which $4,189 was paid as compensation to
broker-dealers, $29,690 was compensation to the Distributor, $29,302 was
compensation to sales personnel, $3,714 was for reimbursement of advertising and
marketing materials expenses, $2,158 was for reimbursement of printing and
postage expenses and $10,191 was for miscellaneous other expenses. During the
same period, the Growth Fund A paid $14,063 under its Plan, of which $2,077 was
paid as compensation to broker-d $4,205 was compensation to the Distributor,
$4,071 was compensation to sales personnel, $455 was for reimbursement of
advertising and marketing materials expenses, $706 was for reimbursement of
printing and postage expenses and $2,549 was for miscellaneous other expenses.
During the same period, the Mid Cap Fund A paid $20,737 under its Plan, of which
$75 was paid as compensation to broker-dealers, $8,044 was compensation to the
Distributor, $7,755 was compensation to sales personnel, $802 was for
reimbursement of advertising and marketing materials expenses, $1,137 was for
reimbursement of printing and postage expenses and $2,924 was for miscellaneous
other expenses. During the same period, the Small Company Growth Fund A paid
$2,828 under its Plan, of which $343 was paid as compensation to broker-dealers,
$585 was compensation to the Distributor, $536 was compensation to sales
personnel, $288 was for reimbursement of advertising and marketing materials
expenses, $647 was for reimbursement of printing and postage expenses and $429
was for miscellaneous other expenses.

B-18
<PAGE>
For the period March 31, 1999 through October 31, 1999, the Growth Fund B
paid $1,718 under its Plan, of which $588 was compensation to the Distributor,
$573 was compensation to sales personnel, $14 was for reimbursement of
advertising and marketing materials expenses, $246 was for reimbursement of
printing and postage expenses and $297 was for miscellaneous other expenses.
During the same period, the Mid Cap Fund B paid $466 under its Plan, of which
$85 was compensation to the Distributor, $82 was compensation to sales
personnel, $6 was for reimbursement of advertising and marketing materials
expenses, $207 was for reimbursement of printing and postage expenses and $86
was for miscellaneous other expenses. During the same period, the Small Company
Growth Fund B paid $221 under its Plan, of which $32 was compensation to the
Distributor, $31 was compensation to sales personnel, $5 was for reimbursement
of advertising and marketing materials expenses, $88 was for reimbursement of
printing and postage expenses and $65 was for miscellaneous other expenses.

SHAREHOLDER SERVICES PLAN

On May 15, 1998, the Board of Trustees approved the implementation of a
Shareholder Services Plan (the "Services Plan") under which the Advisor will
provide, or arrange for others to provide, certain specified shareholder
services. As compensation for the provision of shareholder services, each Fund A
will pay the Advisor a monthly fee at an annual rate of 0.15% of the Fund's
average daily net assets. The Advisor will pay certain banks, trust companies,
broker-dealers and other financial intermediaries (each, a "Participating
Organization") out of the fees the Advisor receives from the Funds under the
Services Plan to the extent that the Participating Organization performs
shareholder servicing functions for Fund A shares owned by its customers.

During the fiscal year ended October 31, 1999, Balanced Fund A, Growth Fund
A, Mid Cap Fund A and Small Company Growth Fund A paid $47,547, $8,438, $12,442
and $1,697, respectively, in shareholder servicing fees. During the fiscal year
ended October 31, 1999, Growth Fund B, Mid Cap Fund B and Small Company Growth
Fund B paid $573, $156 and $74, respectively, in shareholder servicing fees.

DEALER COMMISSIONS

The Distributor pays a portion of the sales charges imposed on purchases of
the Fund A shares to retail dealers, as follows:

Dealer Commission
as a % of
Your investment offering price
--------------- --------------
Up to $49,000 5.00%
$50,000-$99,999 3.75
$100,000-$249,999 2.75
$250,000-$499,999 2.00
$500,000-$999,999 1.60
$1,000,000 and over *

----------
* The Distributor pays a commission of up to 1.00% to financial institutions
that initiate purchases of $1 million or more.

B-19
<PAGE>
CUSTODIAN AND AUDITORS

The Trust's custodian, Provident National Bank, 200 Stevens Drive, Lester,
PA 19113 is responsible for holding the Funds' assets. Provident Financial
Processing Corporation, 400 Bellevue Parkway, Wilmington, DE 19809, acts as each
Fund's transfer agent; its mailing address is P.O. Box 8943, Wilmington, DE
19899. The Trust's independent accountants,___________________, assist in the
preparation of certain reports to the Securities and Exchange Commission and the
Funds' tax returns.

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

The Advisory Agreements state that the commissions paid to brokers may be
higher than another broker would have charged if a good faith determination is
made by the Advisor that the commission is reasonable in relation to the
services provided, viewed in terms of either that particular transaction or the
Advisor's overall responsibilities as to the accounts as to which it exercises
investment discretion and that the Advisor shall use its judgment in determining
that the amount of commissions paid are reasonable in relation to the value of
brokerage and research services provided and need not place or attempt to place
a specific dollar value on such services or on the portion of commission rates
reflecting such services. The Advisory Agreements provide that to demonstrate
that such determinations were in good faith, and to show the overall
reasonableness of commissions paid, the Advisor shall be prepared to show that
commissions paid (i) were for purposes contemplated by the Advisory Agreements;
(ii) were for products or services which provide lawful and appropriate
assistance to its decision-making process; and (iii) were within a reasonable
range as compared to the rates charged by brokers to other institutional
investors as such rates may become known from available information. During the
fiscal year ended October 31, 1999, the Balanced Portfolio paid $33,433 in
brokerage commissions, of which $2,372 was paid to brokers who furnished
research services. During the fiscal year ended October 31, 1998, the Balanced
Portfolio paid $34,286 in brokerage commissions, of which $319 was paid to
brokers who furnished research services. During the fiscal year ended October
31, 1999, the Growth Portfolio paid $214,042 in brokerage commissions, of which
$17,604 was paid to brokers who furnished research services. During the fiscal
year ended October 31, 1998, the Growth Portfolio paid $165,841 in brokerage
commissions, of which $2,255 was paid to brokers who furnished research
services. During the fiscal year ended December 31, 1999, the Small Cap
Portfolio paid $341,189 in brokerage commissions, of which $25,493 was paid to
brokers who furnished research services. During the fiscal year ended December
31, 1998, the Small Cap Portfolio paid $208,083 in brokerage commissions, of
which $10,766 was paid to brokers who furnished research services. During the
fiscal year ended December 31, 1999, the Mid Cap Portfolio paid $22,029 in
brokerage commissions, of which $234 was paid to brokers who furnished research
services. During the period December 31, 1997 through October 31, 1998, the Mid
Cap Portfolio paid $15,377 in brokerage commissions, of which $921 was paid to
brokers who furnished research services. During the fiscal year ended October
31, 1997, the Balanced Portfolio, Growth Portfolio and Small Cap Portfolio paid
brokerage commissions in the amounts of $24,471, $110, 376 and $218,0897,
respectively.

B-20
<PAGE>
The research services discussed above may be in written form or through
direct contact with individuals and may include information as to particular
companies and securities as well as market, economic or institutional areas and
information assisting the Portfolios in the valuation of the Portfolios'
investments. The research which the Advisor receives for the Portfolios'
brokerage commissions, whether or not useful to the Portfolios, may be useful to
it in managing the accounts of its other advisory clients. Similarly, the
research received for the commissions of such accounts may be useful to the
Portfolios.

The debt securities which will be a major component of the Balanced
Portfolio's portfolio are generally traded on a "net" basis with dealers acting
as principal for their own accounts without a stated commission although the
price of the security usually includes a profit to the dealer. Money market
instruments usually trade on a "net" basis as well. On occasion, certain money
market instruments may be purchased by the Portfolios directly from an issuer in
which case no commissions or discounts are paid. In underwritten offerings,
securities are purchased at a fixed price which includes an amount of
compensation to the underwriter, generally referred to as the underwriter's
concession or discount.

PORTFOLIO TURNOVER

Although the Funds generally will not invest for short-term trading
purposes, portfolio securities may be sold without regard to the length of time
they have been held when, in the opinion of the Advisor, investment
considerations warrant such action. Portfolio turnover rate is calculated by
dividing (1) the lesser of purchases or sales of portfolio securities for the
fiscal year by (2) the monthly average of the value of portfolio securities
owned during the fiscal year. A 100% turnover rate would occur if all the
securities in a Portfolio's portfolio, with the exception of securities whose
maturities at the time of acquisition were one year or less, were sold and
either repurchased or replaced within one year. A high rate of portfolio
turnover (100% or more) generally leads to higher transaction costs and may
result in a greater number of taxable transactions. See "Portfolio Transactions
and Brokerage." Growth Portfolio's portfolio turnover rate for the fiscal years
ended October 31, 1999 and 1998 was 80.34% and 81.06%, respectively. Balanced
Portfolio's portfolio turnover rate for the fiscal years ended October 31, 1999
and 1998 was 174.19% and 111.47%, respectively. During the fiscal year ended
October 31, 1999, the Balanced Portfolio changed its asset allocation between
fixed-income and equity securities, which resulted in a higher rate of portfolio
turnover than for the prior fiscal year. Small Cap Portfolio's portfolio
turnover rate for the fiscal years ended October 31, 1999 and1998 was 133.24%
and 81.75%, respectively. As a result of volatility in the equity markets during
the fiscal year ended October 31, 1999, the Small Cap Portfolio had a higher
rate of portfolio turnover than in the prior fiscal year. Mid Cap Portfolio's
portfolio turnover rate for the fiscal year ended December 31, 1999 and for the
period December 31, 1997 through October 31, 1998 was 144.64% and 166.89%,
respectively.

B-21
<PAGE>
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Reference is made to "Ways to Set Up Your Account - How to Buy Shares - How
To Sell Shares" in the prospectus for additional information about purchase and
redemption of shares. You may purchase and redeem shares of each Fund on each
day on which the New York Stock Exchange ("Exchange") is open for trading. The
Exchange annually announces the days on which it will not be open for trading.
The most recent announcement indicates that it will not be open on the following
days: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
However, the Exchange may close on days not included in that announcement.

The contingent deferred sales charge imposed on Fund B and Fund C shares
does not apply to (a) any redemption pursuant to a tax-free return of an excess
contribution to an individual retirement account or other qualified retirement
plan if the Fund is notified at the time of such request; (b) any redemption of
a lump-sum or other distribution from qualified retirement plans or accounts
provided the shareholder has attained the minimum age of 70 1/2 years and has
held the Fund shares for a minimum period of three years; (c) any redemption by
advisory accounts managed by the Advisor or its affiliates; (d) any redemption
made by employees, officers or directors of the Advisor or its affiliates; (e)
any redemption by a tax-exempt employee benefit plan if continuation of the
investment would be improper under applicable laws or regulations; and (f) any
redemption or transfer of ownership of shares following the death or disability,
as defined in Section 72(m)(7) of the Internal Revenue Code (the "Code"), of a
shareholder if the Fund is provided with proof of death or disability and with
all documents required by the Transfer Agent within one year after the death or
disability.

NET ASSET VALUE

The net asset value of the Portfolios' shares will fluctuate and is
determined as of the close of trading on the Exchange (normally 4:00 p.m.
Eastern time) each business day. Each Portfolio's net asset value is calculated
separately.

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

B-22
<PAGE>
TAXATION

The Funds will each be taxed as separate entities under the Code and each
intends to elect to qualify for treatment as a regulated investment company
("RIC") under Subchapter M of the Code. In each taxable year that the Funds
qualify, the Funds (but not their shareholders) will be relieved of federal
income tax on that part of their investment company taxable income (consisting
generally of interest and dividend income, net short-term capital gain and net
realized gains from currency transactions) and net capital gain that is
distributed to shareholders.

In order to qualify for treatment as a RIC, the Funds must distribute
annually to shareholders at least 90% of their investment company taxable income
and must meet several additional requirements. Among these requirements are the
following: (1) at least 90% of each Fund's gross income each taxable year must
be derived from dividends, interest, payments with respect to securities loans
and gains from the sale or other disposition of securities or foreign
currencies, or other income derived with respect to its business of investing in
securities or currencies; (2) at the close of each quarter of each Fund's
taxable year, at least 50% of the value of its total assets must be represented
by cash and cash items, U.S. Government securities, securities of other RICs and
other securities, limited in respect of any one issuer, to an amount that does
not exceed 5% of the value of the Fund and that does not represent more than 10%
of the outstanding voting securities of such issuer; and (3) at the close of
each quarter of each Fund's taxable year, not more than 25% of the value of its
assets may be invested in securities (other than U.S. Government securities or
the securities of other RICs) of any one issuer.

Each Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and capital gain net income for the one-year
period ending on October 31 of that year, plus certain other amounts.

DIVIDENDS AND DISTRIBUTIONS

Dividends from a Fund's investment company taxable income (whether paid in
cash or invested in additional shares) will be taxable to shareholders as
ordinary income to the extent of the Fund's earnings and profits. Distributions
of a Fund's net capital gain (whether paid in cash or invested in additional
shares) will be taxable to shareholders as long-term capital gain, regardless of
how long they have held their Fund shares.

Dividends declared by a Fund in October, November or December of any year
and payable to shareholders of record on a date in one of such months will be
deemed to have been paid by the Fund and received by the shareholders on the
record date if the dividends are paid by a Fund during the following January.
Accordingly, such dividends will be taxed to shareholders for the year in which
the record date falls.

B-23
<PAGE>
Each Fund is required to withhold 31% of all dividends, capital gain
distributions and repurchase proceeds payable to any individuals and certain
other noncorporate shareholders who do not provide the Fund with a correct
taxpayer identification number. Each Fund also is required to withhold 31% of
all dividends and capital gain distributions paid to such shareholders who
otherwise are subject to backup withholding.

PERFORMANCE INFORMATION

TOTAL RETURN

Average annual total return quotations used in a Fund's advertising and
promotional materials are calculated according to the following formula:

n
P(1 + T) = ERV

The Funds' return computed at the public offering price (using the maximum
sales charge for Fund A shares and the applicable CDSC for Fund B shares) for
the periods ended October 31, 1999 are set forth below:

AVERAGE ANNUAL TOTAL RETURN

One Year Five Years Life of Fund*
-------- ---------- -------------
Balanced Fund A 12.35% 16.59% 13.20%
Growth Fund A 23.55% N/A 21.08%
Mid Cap Fund A 42.05% N/A 24.57%
Small Company Growth Fund A 50.25% N/A 9.34%

----------
* The inception dates for the Funds are as follows: Balanced Fund A - June
11, 1992 ; Growth Fund A - February 3, 1997; Mid Cap Fund A - December 31,
1997; and Small Company Growth Fund A - February 3, 1997.

ANNUAL TOTAL RETURN

Life of Fund*
-------------
Growth Fund B (2.51)%
Mid Cap Fund B 14.72%
Small Company Growth Fund B 32.66%

----------
* The inception dates for the Funds B are March 31, 1999.

B-24
<PAGE>
YIELD

Annualized yield quotations used in a Fund's advertising and promotional
materials are calculated by dividing the Fund's interest income for a specified
thirty-day period, net of expenses, by the average number of shares outstanding
during the period, and expressing the result as an annualized percentage
(assuming semi-annual compounding) of the net asset value per share at the end
of the period. Yield quotations are calculated according to the following
formula:

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

Except as noted below, in determining net investment income earned during
the period ("a" in the above formula), a Fund calculates interest earned on each
debt obligation held by it during the period by (1) computing the obligation's
yield to maturity, based on the market value of the obligation (including actual
accrued interest) on the last business day of the period or, if the obligation
was purchased during the period, the purchase price plus accrued interest; (2)
dividing the yield to maturity by 360 and multiplying the resulting quotient by
the market value of the obligation (including actual accrued interest). Once
interest earned is calculated in this fashion for each debt obligation held by a
Fund, net investment income is then determined by totaling all such interest
earned.

OTHER INFORMATION

Performance data of a Fund quoted in advertising and other promotional
materials represents past performance and is not intended to predict or indicate
future results. The return and principal value of an investment in a Fund will
fluctuate, and an investor's redemption proceeds may be more or less than the
original investment amount. In advertising and promotional materials a Fund may
compare its performance with data published by Lipper Analytical Services, Inc.
("Lipper") or CDA Investment Technologies, Inc. ("CDA"). A Fund also may refer
in such materials to mutual fund performance rankings and other data, such as
comparative asset, expense and fee levels, published by Lipper or CDA.
Advertising and promotional materials also may refer to discussions of a Fund
and comparative mutual fund data and ratings reported in independent periodicals
including, but not limited to, The Wall Street Journal, Money Magazine, Forbes,
Business Week, Financial World and Barron's.

B-25
<PAGE>
GENERAL INFORMATION

Each Fund is a diversified series of the Trust, which is an open-end
investment management company, organized as a Delaware business trust on
December 11, 1991. The Declaration of Trust permits the Trustees to issue an
unlimited number of full and fractional shares of beneficial interest and to
divide or combine the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interest in a Fund. Each share
represents an interest in a Fund proportionately equal to the interest of each
other share. Upon the Trust's liquidation, all shareholders would share pro rata
in the net assets of the Fund in question available for distribution to
shareholders. If they deem it advisable and in the best interest of
shareholders, the Board of Trustees may create additional series of shares which
differ from each other only as to dividends. The Board of Trustees has created
twelve series of shares, and may create additional series in the future, which
have separate assets and liabilities. Income and operating expenses not
specifically attributable to a particular Fund are allocated fairly among the
Funds by the Trustees, generally on the basis of the relative net assets of each
Fund.

Prior to October 31, 1999, the Provident Investment Counsel Funds A were
called Provident Investment Counsel Pinnacle Balanced Fund, Provident Investment
Counsel Pinnacle Growth Fund, Provident Investment Counsel Pinnacle Mid Cap Fund
and Provident Investment Counsel Pinnacle Small Company Growth Fund.

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

Shareholders are entitled to one vote for each full share held (and
fractional votes for fractional shares) and may vote in the election of Trustees
and on other matters submitted to meetings of shareholders. It is not
contemplated that regular annual meetings of shareholders will be held. Rule
18f-2 under the 1940 Act provides that matters submitted to shareholders be
approved by a majority of the outstanding securities of each series, unless it
is clear that the interests of each series in the matter are identical or the
matter does not affect a series. However, the rule exempts the selection of
accountants and the election of Trustees from the separate voting requirements.
Income, direct liabilities and direct operating expenses of each series will be
allocated directly to each series, and general liabilities and expenses of the
Trust will be allocated among the series in proportion to the total net assets
of each series by the Board of Trustees.

B-26
<PAGE>
The Declaration of Trust provides that the shareholders have the right,
upon the declaration in writing or vote of more than two-thirds of its
outstanding shares, to remove a Trustee. The Trustees will call a meeting of
shareholders to vote on the removal of a Trustee upon the written request of the
record holders of ten per cent of its shares. In addition, ten shareholders
holding the lesser of $25,000 worth or one per cent of the shares may advise the
Trustees in writing that they wish to communicate with other shareholders for
the purpose of requesting a meeting to remove a Trustee. The Trustees will then,
if requested by the applicants, mail at the applicants' expense the applicants'
communication to all other shareholders. Except for a change in the name of the
Trust, no amendment may be made to the Declaration of Trust without the
affirmative vote of the holders of more than 50% of its outstanding shares. The
holders of shares have no pre-emptive or conversion rights. Shares when issued
are fully paid and non-assessable, except as set forth above. The Trust may be
terminated upon the sale of its assets to another issuer, if such sale is
approved by the vote of the holders of more than 50% of its outstanding shares,
or upon liquidation and distribution of its assets, if approved by the vote of
the holders of more than 50% of its outstanding shares. If not so terminated,
the Trust will continue indefinitely.

Rule 18f-2 under the 1940 Act provides that as to any investment company
which has two or more series outstanding and as to any matter required to be
submitted to shareholder vote, such matter is not deemed to have been
effectively acted upon unless approved by the holders of a "majority" (as
defined in the Rule) of the voting securities of each series affected by the
matter. Such separate voting requirements do not apply to the election of
Trustees or the ratification of the selection of accountants. The Rule contains
special provisions for cases in which an advisory contract is approved by one or
more, but not all, series. A change in investment policy may go into effect as
to one or more series whose holders so approve the change even though the
required vote is not obtained as to the holders of other affected series.

The Boards of the Trust, the Portfolios, the Advisor and the Distributor
have adopted Codes of Ethics under Rule 17j-1 of the 1940 Act. These Codes
permit, subject to certain conditions, personnel of the Advisor and Distributor
to invest in securities that may be purchased or held by the Portfolios.

FINANCIAL STATEMENTS

The annual report to shareholders for the Funds A and Funds B for the
fiscal year ended October 31, 1999 is a separate document supplied with this
SAI, and the financial statements, accompanying notes and report of independent
accountants appearing therein are incorporated by reference into this SAI.

B-27
<PAGE>
APPENDIX
DESCRIPTION OF RATINGS

MOODY'S INVESTORS SERVICE, INC.: CORPORATE BOND RATINGS

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

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

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

A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
period of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

STANDARD & POOR'S RATINGS GROUP: CORPORATE BOND RATINGS

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

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

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

BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

B-28
<PAGE>
COMMERCIAL PAPER RATINGS

Moody's commercial paper ratings are assessments of the issuer's ability to
repay punctually promissory obligations. Moody's employs the following three
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers: Prime 1--highest quality; Prime 2--higher
quality; Prime 3--high quality.

Issues assigned the highest rating, A, are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers "1", "2" and "3" to indicate the relative degree of safety. The
designation A-1 indicates that the degree of safety regarding timely payment is
either overwhelming or very strong. A "+" designation is applied to those issues
rated "A-1" which possess extremely strong safety characteristics. Capacity for
timely payment on issues with the designation "A-2" is strong. However, the
relative degree of safety is not as high as for issues designated A-1. Issues
carrying the designation "A-3" have a satisfactory capacity for timely payment.
They are, however, somewhat more vulnerable to the adverse effect of changes in
circumstances than obligations carrying the higher designations.

B-29
<PAGE>
PIC INVESTMENT TRUST

PROVIDENT INVESTMENT COUNSEL
GROWTH FUND I

Statement of Additional Information

DATED FEBRUARY __, 2001

This Statement of Additional Information ("SAI") is not a prospectus, and it
should be read in conjunction with the prospectus of the Provident Investment
Counsel Growth Fund I, a series of PIC Investment Trust (the "Trust"). There are
eleven other series of the Trust: the Provident Investment Counsel Small Cap
Fund I, Provident Investment Counsel Technology Fund A, Provident Investment
Counsel Balanced Fund A, Provident Investment Counsel Growth Fund A, Provident
Investment Counsel Mid Cap Fund A, Provident Investment Counsel Small Company
Growth Fund A, Provident Investment Counsel Growth Fund B, Provident Investment
Counsel Mid Cap Fund B, Provident Investment Counsel Small Company Growth Fund
B, Provident Investment Counsel Mid Cap Fund C and Provident Investment Counsel
Small Company Growth Fund C. The Provident Investment Counsel Growth Fund I (the
"Fund") invests in the PIC Growth Portfolio (the "Portfolio") . Provident
Investment Counsel (the "Advisor") is the Advisor to the Portfolio. A copy of
the prospectus may be obtained from the Trust at 300 North Lake Avenue,
Pasadena, CA 91101-4106, telephone (818) 449-8500.

TABLE OF CONTENTS

Investment Objective and Policies...................................... B-2
Investment Restrictions................................................ B-6
Management............................................................. B-8
Custodian and Auditors................................................. B-12
Transactions and Brokerage............................................. B-12
Portfolio Turnover..................................................... B-13
Additional Purchase and Redemption Information......................... B-13
Net Asset Value........................................................ B-14
Taxation .............................................................. B-14
Dividends and Distributions............................................ B-15
Performance Information................................................ B-15
General Information.................................................... B-16
Financial Statements................................................... B-17
Appendix .............................................................. B-18

B-1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

INTRODUCTION. The Fund seeks to achieve its investment objective by
investing all of its assets in the Portfolio. The Portfolio is a separate
registered investment company with the same investment objective as the Fund.
Since the Fund will not invest in any securities other than shares of the
Portfolio, investors in the Fund will acquire only an indirect interest in the
Portfolio. The Fund's and Portfolio's investment objective cannot be changed
without shareholder approval.

The investment objective of the Fund is to provide long-term growth of
capital. There is no assurance that the Fund will achieve its objective. The
Fund will attempt to achieve its objective by investing all of its assets in
shares of the Portfolio. The Portfolio is a diversified open-end management
investment company having the same investment objective as the Fund. The
discussion below supplements information contained in the prospectus as to
investment policies of the Fund and the Portfolio. Because the investment
characteristics of the Fund will correspond directly to those of the Portfolio,
the discussion refers to those investments and techniques employed by the
Portfolio.

B-2
<PAGE>
SECURITIES AND INVESTMENT PRACTICES

The discussion below supplements information contained in the prospectus as
to investment policies of the Portfolio. PIC may not buy all of these
instruments or use all of these techniques to the full extent permitted unless
it believes that doing so will help the Portfolio achieve its goals.

SHORT-TERM INVESTMENTS. Short-Term Investments are debt securities that
mature within a year of the date they are purchased by the Portfolio. Some
specific examples of short-term investments are commercial paper, bankers'
acceptances, certificates of deposit and repurchase agreements. The Portfolio
will only purchase short-term investments which are "high quality," meaning the
investments have been rated A-1 by Standard & Poor's Rating Group ("S&P") or
Prime-1 by Moody's Investors Service, Inc. ("Moody's"), or have an issue of debt
securities outstanding rated at least A by S&P or Moody's. The term also applies
to short-term investments that PIC believes are comparable in quality to those
with an A-1 or Prime-1 rating. U.S. Government securities are always considered
to be high quality.

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

Although repurchase agreements carry certain risks not associated with
direct investments in securities, the Fund and the Portfolio intend to enter
into repurchase agreements only with banks and dealers believed by the Advisor
to present minimum credit risks in accordance with guidelines established by the
Boards of Trustees. The Advisor will review and monitor the creditworthiness of
such institutions under the Boards' general supervision. To the extent that the
proceeds from any sale of collateral upon a default in the obligation to
repurchase were less than the repurchase price, the purchaser would suffer a
loss. If the other party to the repurchase agreement petitions for bankruptcy or
otherwise becomes subject to bankruptcy or other liquidation proceedings, there
might be restrictions on the purchaser's ability to sell the collateral and the
purchaser could suffer a loss. However, with respect to financial institutions
whose bankruptcy or liquidation proceedings are subject to the U.S. Bankruptcy
Code, the Fund and the Portfolio intend to comply with provisions under such
Code that would allow them immediately to resell the collateral.

B-3
<PAGE>
FUTURES CONTRACTS. The Portfolio may buy and sell stock index futures
contracts. A futures contract is an agreement between two parties to buy and
sell a security or an index for a set price on a future date. Futures contracts
are traded on designated "contract markets" which, through their clearing
corporations, guarantee performance of the contracts.

A stock index futures contract may be used as a hedge by any of the
Portfolio with regard to market risk as distinguished from risk relating to a
specific security. A stock index futures contract does not require the physical
delivery of securities, but merely provides for profits and losses resulting
from changes in the market value of the contract to be credited or debited at
the close of each trading day to the respective accounts of the parties to the
contract. On the contract's expiration date, a final cash settlement occurs.
Changes in the market value of a particular stock index futures contract
reflects changes in the specified index of equity securities on which the future
is based.

FOREIGN SECURITIES. The Portfolio may invest in foreign issuers in foreign
markets. In addition, the Portfolio may invest in American Depositary Receipts
("ADRs"), which are receipts, usually issued by a U.S. bank or trust company,
evidencing ownership of the underlying securities. Generally, ADRs are issued in
registered form, denominated in U.S. dollars, and are designed for use in the
U.S. securities markets. A depositary may issue unsponsored ADRs without the
consent of the foreign issuer of securities, in which case the holder of the ADR
may incur higher costs and receive less information about the foreign issuer
than the holder of a sponsored ADR. Ther Portfolio may not invest more than 20%
of its total assets in foreign securities, and it will only purchase foreign
securities or American Depositary Receipts which are listed on a national
securities exchange or included in the NASDAQ system.

B-4
<PAGE>
Foreign securities and securities issued by U.S. entities with substantial
foreign operations may involve additional risks and considerations. These
include risks relating to political or economic conditions in foreign countries,
fluctuations in foreign currencies, withholding or other taxes, operational
risks, increased regulatory burdens and the potentially less stringent investor
protection and disclosure standards of foreign markets. All of these factors can
make foreign investments, especially those in developing countries, more
volatile.

The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. Accordingly, it may be necessary for
the Portfolio to purchase additional foreign currency on the spot (i.e., cash)
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the Portfolio is obligated
to deliver and if a decision is made to sell the security and make delivery of
the foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security if
its market value exceeds the amount of foreign currency the Portfolio is
obligated to deliver. The projection of short-term currency market movements is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Forward contracts involve the risk that
anticipated currency movements will not be accurately predicted, causing the
Portfolio to sustain losses on these contracts and transaction costs. The
Portfolio may enter into forward contracts or maintain a net exposure to such
contracts only if (1) the consummation of the contracts would not obligate the
Portfolio to deliver an amount of foreign currency in excess of the value of the
Portfolio's securities or other assets denominated in that currency or (2) the
Portfolio maintains a segregated account as described below. Under normal
circumstances, consideration of the prospect for currency parities will be
incorporated into the longer term investment decisions made with regard to
overall diversification strategies. However, the Advisor believes it is
important to have the flexibility to enter into such forward contracts when it
determines that the best interests of the Portfolio will be served.

B-5
<PAGE>
At or before the maturity date of a forward contract that requires the
Portfolio to sell a currency, the Portfolio may either sell a security and use
the sale proceeds to make delivery of the currency or retain the security and
offset its contractual obligation to deliver the currency by purchasing a second
contract pursuant to which the Portfolio will obtain, on the same maturity date,
the same amount of the currency that it is obligated to deliver. Similarly, the
Portfolio may close out a forward contract requiring it to purchase a specified
currency by entering into a second contract entitling it to sell the same amount
of the same currency on the maturity date of the first contract. The Portfolio
would realize a gain or loss as a result of entering into such an offsetting
forward contract under either circumstance to the extent the exchange rate
between the currencies involved moved between the execution dates of the first
and second contracts.

SEGREGATED ACCOUNTS. When the Portfolio sells a futures contract or enters
into a forward foreign currency exchange contract, it will establish a
segregated account with its custodian bank, or a securities depository acting
for it, to hold assets of the Portfolio in order to insure that the Portfolio
will be able to meet its obligations. In the case of a forward foreign currency
contract that has been entered into, liquid securities will be maintained in the
segregated account in an amount sufficient to meet the Portfolio's obligations
pursuant to the forward contract. In the case of a futures contract, liquid
securities will be maintained in the segregated account equal in value to the
current value of the underlying contract, less the margin deposits. The margin
deposits are also held, in cash or U.S. Government securities, in the segregated
account.

INVESTMENT RESTRICTIONS

B-6
<PAGE>
As a matter of fundamental policy, the Portfolio is diversified; i.e., as
to 75% of the value of the Portfolio's total assets, no more than 5% of the
value of its total assets may be invested in the securities of any one issuer
(other than U.S. Government securities). The Fund invests all of its assets in
shares of the Portfolio. The Fund's and the Portfolio's investment objective is
fundamental.

In addition, neither the Fund nor the Portfolio may:

1. Issue senior securities, borrow money or pledge its assets, except that
the Fund or the Portfolio may borrow on an unsecured basis from banks for
temporary or emergency purposes or for the clearance of transactions in amounts
not exceeding 10% of its total assets (not including the amount borrowed),
provided that it will not make investments while borrowings in excess of 5% of
the value of its total assets are outstanding;

2. Make short sales of securities or maintain a short position;

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

4. Write put or call options;

5. Act as underwriter (except to the extent the Fund or Portfolio may be
deemed to be an underwriter in connection with the sale of securities in its
investment portfolio);

6. Invest 25% or more of its total assets, calculated at the time of
purchase and taken at market value, in any one industry (other than U.S.
Government securities), except that the Fund may invest more than 25% of their
assets in shares of the Portfolio;

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

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

9. Invest in oil and gas limited partnerships or oil, gas or mineral
leases;

10. Make loans (except for purchases of debt securities consistent with the
investment policies of the Fund and the Portfolio and except for repurchase
agreements); or

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

The Portfolio observes the following restrictions as a matter of operating
but not fundamental policy.

The Portfolio may not:

B-7
<PAGE>
MANAGEMENT

The overall management of the business and affairs of the Trust is vested
with its Board of Trustees. The Board approves all significant agreements
between the Trust and persons or companies furnishing services to it, including
the agreements with the Advisor, Administrator, Custodian and Transfer Agent.
Likewise, the Portfolio has a Board of Trustees which have comparable
responsibilities, including approving agreements with the Advisor. The day to
day operations of the Trust and the Portfolio are delegated to their officers,
subject to their investment objectives and policies and to general supervision
by their Boards of Trustees.

Angelo R. Mozilo (age 61) Trustee Chairman, CEO and President of Countrywide Credit
155 N. Lake Avenue Industries (mortgage banking)(mortgage banking)
Pasadena, CA 91101

Wayne H. Smith (age 58) Trustee Dennison Corporation (pressure sensitive material
150 N. Orange Grove Blvd. and office products manufacturer)
Pasadena, CA 91103

Thomas J. Condon* (age 61) Trustee Managing Director of the Advisor.
300 North Lake Avenue
Pasadena, CA 91101

B-8
<PAGE>
The following table lists the Trustees and officers of the Portfolio, their
business addresses and principal occupations during the past five years. Unless
otherwise noted, each individual has held the position listed for more than five
years.

Angelo R. Mozilo (age 61) Trustee Chairman, CEO and President of Countrywide Credit
155 N. Lake Avenue Industries (mortgage banking)
Pasadena, CA 91101

Wayne H. Smith (age 58) Trustee Vice President and Treasurer of Avery Dennison
150 N. Orange Grove Blvd. Corporation (pressure sensitive material and office
Pasadena, CA 91103 products manufacturer)

Thomas J. Condon* (age 61) Trustee Managing Director of the Advisor.
300 North Lake Avenue
Pasadena, CA 91101

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

B-9
<PAGE>
The following compensation was paid to each of the following Trustees. No
other compensation or retirement benefits were received by any Trustee or
officer from the Registrant or other registered investment company in the "Fund
Complex."

The following persons, to the knowledge of the Trust, owned more than 5% of
the outstanding shares of the Fund as of January 31, 2000:

Milbank Tweed Hadley & McCloy
Partners Retirement Plan - 7.20%
Brooklyn, NY 11245

Vanguard Fiduciary Trust Co., Trustee - 30.90%
Valley Forge, PA 19482

As of January 31, 2000, shares of the Fund owned by the Trustees and
officers as a group were less than 1%.

THE ADVISOR

The Trust does not have an investment advisor, although the Advisor
performs certain administrative services for it, including providing certain
officers and office space.

The following information is provided about the Advisor and the Portfolio.
Subject to the supervision of the Boards of Trustees of the Portfolio,
investment management and services will be provided to the Portfolio by the
Advisor, pursuant to an Investment Advisory Agreement (the "Advisory
Agreement"). Under the Advisory Agreement, the Advisor will provide a continuous
investment program for the Portfolio and make decisions and place orders to buy,
sell or hold particular securities. In addition to the fees payable to the
Advisor and the Administrator, the Portfolio and the Trust are responsible for
their operating expenses, including: (i) interest and taxes; (ii) brokerage
commissions; (iii) insurance premiums; (iv) compensation and expenses of
Trustees other than those affiliated with the Advisor or the Administrator; (v)
legal and audit expenses; (vi) fees and expenses of the custodian, shareholder
service and transfer agents; (vii) fees and expenses for registration or
qualification of the Trust and its shares under federal or state securities
laws; (viii) expenses of preparing, printing and mailing reports and notices and
proxy material to shareholders; (ix) other expenses incidental to holding any
shareholder meetings; (x) dues or assessments of or contributions to the
Investment Company Institute or any successor; (xi) such non-recurring expenses
as may arise, including litigation affecting the Trust or the Portfolio and the
legal obligations with respect to which the Trust or the Portfolio may have to
indemnify their officers and Trustees; and (xii) amortization of organization
costs.

B-10
<PAGE>

For its services, the Advisor receives a fee from the Portfolio at an
annual rate of 0.80% of their average daily net assets.

For the fiscal year ended October 31, 1999, the Portfolio paid the Advisor
fees of $1,329,942, net of a waiver of $7,147.

During the fiscal years ended October 31, 1998 and1997, the Advisor earned
fees pursuant to the Advisory Agreement as follows: from the Portfolio,
$1,045,893 and $838,058, respectively. However, the Advisor has agreed to limit
the aggregate expenses of the Portfolio to 1.00% of average net assets. As a
result, the Advisor paid expenses of the Portfolio that exceeded these expense
limits in the amounts of $22,176 and $48,003 during the fiscal years ended
October 31, 1998 and 1997, respectively..

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

The Advisor also provides certain administrative services to the Trust
pursuant to an Administration Agreement, including assisting shareholders of the
Trust, furnishing office space and permitting certain employees to serve as
officers and Trustees of the Trust. For its services, it earns a fee at the rate
of 0.20% of the average net assets of each series of the Trust. During the
fiscal years ended October 31, 1999, 1998 and 1997, the Advisor earned fees
pursuant to the Administration Agreement from the Fund (formerly the
Institutional Growth Fund) of $322,505, $255,010 and $207,782, respectively.
However, the Advisor has agreed to limit the aggregate expenses of the Fund to
1.25% of its average daily net assets. As a result, the Advisor waived all or a
portion of its fee and/or reimbursed expenses of the Fund that exceeded these
expense limits in the amounts of $184,616, $178,773 and $110,144 during the
fiscal years ended October 31, 1999, 1998 and 1997, respectively.

B-11
<PAGE>
The Advisor reserves the right to be reimbursed for any waiver of its fees
or expenses paid on behalf of the Fund if, within three subsequent years, the
Fund's expenses are less than the limit agreed to by the Advisor.

THE ADMINISTRATOR

The Fund and the Portfolio pays a monthly administration fee to Investment
Company Administration, LLC for managing some of their business affairs. The
Portfolio pays an annual administration fee of 0.10% of its average net assets,
subject to an annual minimum of $45,000. The Fund pays an annual fee of $15,000.

During each of the three years ended October 31, 1999, 1998 and 1997, the
Fund paid the Administrator fees in the amount of $15,000.

During the fiscal years ended October 31, 1999, 1998 and 1997, the
Portfolio paid the Administrator fees in the amounts of $167,136, $130,737 and
$103,757, respectively.

The Distributor

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

CUSTODIAN AND AUDITORS

The Trust's custodian, Provident National Bank, 200 Stevens Drive, Lester,
PA 19113 is responsible for holding the Fund' assets. Provident Financial
Processing Corporation, 400 Bellevue Parkway, Wilmington, DE 19809, acts as the
Fund's transfer agent; its mailing address is P.O. Box 8943, Wilmington, DE
19899. The Trust's independent accountants, __________________, assist in the
preparation of certain reports to the Securities and Exchange Commission and the
Fund's tax returns.

PORTFOLIO TRANSACTIONS AND BROKERAGE

B-12
<PAGE>
(ii) were for products or services which provide lawful and appropriate
assistance to its decision-making process; and (iii) were within a reasonable
range as compared to the rates charged by brokers to other institutional
investors as such rates may become known from available information. During the
fiscal year ended October 31, 1997, the amount of brokerage commissions paid by
the Portfolio was $110,376. During the fiscal year ended October 31, 1998, the
Portfolio paid $165,841 in brokerage commissions. Of that amount, $1,050 was
paid in brokerage commissions to brokers who furnished research services. During
the fiscal year ended October 31, 1999, the Portfolio paid $214,042 in brokerage
commissions, of which $17,604 was paid to brokers who furnished research
services.

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

PORTFOLIO TURNOVER

Although the Portfolio generally will not invest for short-term trading
purposes, portfolio securities may be sold without regard to the length of time
they have been held when, in the opinion of the Advisor, investment
considerations warrant such action. Portfolio turnover rate is calculated by
dividing (1) the lesser of purchases or sales of portfolio securities for the
fiscal year by (2) the monthly average of the value of portfolio securities
owned during the fiscal year. A 100% turnover rate would occur if all the
securities in a Portfolio's portfolio, with the exception of securities whose
maturities at the time of acquisition were one year or less, were sold and
either repurchased or replaced within one year. A high rate of portfolio
turnover (100% or more) generally leads to higher transaction costs and may
result in a greater number of taxable transactions. See "Portfolio Transactions
and Brokerage." The Portfolio's portfolio turnover rate for the fiscal years
ended October 31, 1999 and 1998 was 80.34% and 81.06%, respectively.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Reference is made to "Ways to Set Up Your Account - How to Buy Shares - How
To Sell Shares" in the prospectus for additional information about purchase and
redemption of shares. You may purchase and redeem shares of the Fund on each day
on which the New York Stock Exchange ("Exchange") is open for trading. The
Exchange annually announces the days on which it will not be open for trading.
The most recent announcement indicates that it will not be open on the following
days: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
However, the Exchange may close on days not included in that announcement.

B-13
<PAGE>
NET ASSET VALUE

The net asset value of the Portfolio's shares will fluctuate and is
determined as of the close of trading on the Exchange (normally 4:00 p.m.
Eastern time) each business day. The Portfolio's net asset value is calculated
separately.

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

TAXATION

The Fund will be taxed as a separate entity under the Internal Revenue Code
(the "Code"), and intends to elect to qualify for treatment as a regulated
investment company ("RIC") under Subchapter M of the Code. In each taxable year
that the Fund qualifies, the Fund (but not its shareholders) will be relieved of
federal income tax one their investment company taxable income (consisting
generally of interest and dividend income, net short-term capital gain and net
realized gains from currency transactions) and net capital gain that is
distributed to shareholders.

In order to qualify for treatment as a RIC, the Fund must distribute
annually to shareholders at least 90% of its investment company taxable income
and must meet several additional requirements. Among these requirements are the
following: (1) at least 90%of the Fund's gross income each taxable year must be
derived from dividends, interest, payments with respect to securities loans and
gains from the sale or other disposition of securities or foreign currencies, or
other income derived with respect to its business of investing in securities or
currencies; (2) at the close of each quarter of the Fund's taxable year, at
least 50% of the value of its total assets must be represented by cash and cash
items, U.S. Government securities, securities of other RICs and other
securities, limited in respect of any one issuer, to an amount that does not
exceed 5% of the value of the Fund and that does not represent more than 10% of
the outstanding voting securities of such issuer; and (3) at the close of each
quarter of the Fund's taxable year, not more than 25% of the value of its assets
may be invested in securities (other than U.S. Government securities or the
securities of other RICs) of any one issuer.

The Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and capital gain net income for the one-year
period ending on October 31 of that year, plus certain other amounts.

B-14
<PAGE>
DIVIDENDS AND DISTRIBUTIONS

The Fund is required to withhold 31% of all dividends, capital gain
distributions and repurchase proceeds payable to any individuals and certain
other noncorporate shareholders who do not provide the Fund with a correct
taxpayer identification number. The Fund also is required to withhold 31% of all
dividends and capital gain distributions paid to such shareholders who otherwise
are subject to backup withholding.

PERFORMANCE INFORMATION

TOTAL RETURN

Average annual total return quotations used in the Fund's advertising and
promotional materials are calculated according to the following formula:

n
P(1 + T) = ERV

The Fund's average annual total return for the periods ending October 31,
1999 are as follows*:

One Year 31.08%
Five Years 22.45%
Since Inception** 17.16%

----------
* Certain fees and expenses of the Fund have been reimbursed from inception
through October 31, 1999. Accordingly, return figures are higher than they
would have been had such fees and expenses not been reimbursed.
** The inception date for the Fund was July 31, 1992.

B-15
<PAGE>
YIELD

Annualized yield quotations used in the Fund's advertising and promotional
materials are calculated by dividing the Fund's interest income for a specified
thirty-day period, net of expenses, by the average number of shares outstanding
during the period, and expressing the result as an annualized percentage
(assuming semi-annual compounding) of the net asset value per share at the end
of the period. Yield quotations are calculated according to the following
formula:

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

where a equals dividends and interest earned during the period; b equals
expenses accrued for the period, net of reimbursements; c equals the average
daily number of shares outstanding during the period that are entitled to
receive dividends and; d equals the maximum offering price per share on the last
day of the period.

OTHER INFORMATION

GENERAL INFORMATION

The Fund is a diversified trust, which is an open-end investment management
company, organized as a Delaware business trust on December 11, 1991. The
Declaration of Trust permits the Trustees to issue an unlimited number of full
and fractional shares of beneficial interest and to divide or combine the shares
into a greater or lesser number of shares without thereby changing the
proportionate beneficial interest in the Fund. Each share represents an interest
in the Fund proportionately equal to the interest of each other share. Upon the
Trust's liquidation, all shareholders would share pro rata in the net assets of
the Fund in question available for distribution to shareholders. If they deem it
advisable and in the best interest of shareholders, the Board of Trustees may
create additional series of shares which differ from each other only as to
dividends. The Board of Trustees has created eleven series of shares, and may
create additional series in the future, which have separate assets and
liabilities. Income and operating expenses not specifically attributable to the
Fund are allocated fairly among the Funds by the Trustees, generally on the
basis of the relative net assets of the Fund.

The Fund is one of a series of shares of the Trust. The Declaration of
Trust contains an express disclaimer of shareholder liability for its acts or
obligations and provides for indemnification and reimbursement of expenses out
of the Trust's property for any shareholder held personally liable for its
obligations.

B-16
<PAGE>
The Declaration of Trust further provides the Trustees will not be liable
for errors of judgment or mistakes of fact or law, but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office. Shareholders are entitled to one vote for each full share held (and
fractional votes for fractional shares) and may vote in the election of Trustees
and on other matters submitted to meetings of shareholders. It is not
contemplated that regular annual meetings of shareholders will be held.

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

FINANCIAL STATEMENTS

The annual report to shareholders for the Fund for the fiscal year ended
October 31, 1999 are separate documents supplied with this SAI, and the
financial statements, accompanying notes and report of independent accountants
appearing therein are incorporated by reference into this SAI.

B-17
<PAGE>
APPENDIX
DESCRIPTION OF RATINGS

MOODY'S INVESTORS SERVICE, INC.: CORPORATE BOND RATINGS

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

STANDARD & POOR'S RATINGS GROUP: CORPORATE BOND RATINGS

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

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

B-18
<PAGE>
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

COMMERCIAL PAPER RATINGS

Moody's commercial paper ratings are assessments of the issuer's ability to
repay punctually promissory obligations. Moody's employs the following three
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers: Prime 1--highest quality; Prime 2--higher
quality; Prime 3--high quality.

Issues assigned the highest rating, A, are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers "1", "2" and "3" to indicate the relative degree of safety. The
designation A-1 indicates that the degree of safety regarding timely payment is
either overwhelming or very strong. A "+" designation is applied to those issues
rated "A-1" which possess extremely strong safety characteristics. Capacity for
timely payment on issues with the designation "A-2" is strong. However, the
relative degree of safety is not as high as for issues designated A-1. Issues
carrying the designation "A-3" have a satisfactory capacity for timely payment.
They are, however, somewhat more vulnerable to the adverse effect of changes in
circumstances than obligations carrying the higher designations.

B-19
<PAGE>
PIC INVESTMENT TRUST

PROVIDENT INVESTMENT COUNSEL
SMALL CAP GROWTH FUND I

STATEMENT OF ADDITIONAL INFORMATION
DATED FEBRUARY__, 2001

This Statement of Additional Information ("SAI") is not a prospectus, and it
should be read in conjunction with the prospectus of the Provident Investment
Counsel Small Cap Growth Fund I, a series of PIC Investment Trust (the "Trust").
There are eleven other series of the Trust: Provident Investment Counsel Growth
Fund I, Provident Investment Counsel Technology Fund A, Provident Investment
Counsel Balanced Fund A, Provident Investment Counsel Growth Fund A, Provident
Investment Counsel Mid Cap Fund A, Provident Investment Counsel Small Company
Growth Fund A, Provident Investment Counsel Growth Fund B, Provident Investment
Counsel Mid Cap Fund B, Provident Investment Counsel Small Company Growth Fund
B, Provident Investment Counsel Mid Cap Fund C and Provident Investment Counsel
Small Company Growth Fund C. The Provident Investment Counsel Small Cap Growth
Fund I (the "Fund") invests in the PIC Small Cap Portfolio (the "Portfolio").
Provident Investment Counsel (the "Advisor") is the Advisor to the Portfolio. A
copy of the Fund's prospectus may be obtained from the Trust at 300 North Lake
Avenue, Pasadena, CA 91101-4106, telephone (818) 449-8500.

TABLE OF CONTENTS

Investment Objective and Policies..................................... B-2
Investment Restrictions............................................... B-7
Management............................................................ B-9
Custodian and Auditors................................................ B-13
Portfolio Transactions and Brokerage.................................. B-13
Portfolio Turnover.................................................... B-14
Additional Purchase and Redemption Information........................ B-15
Net Asset Value....................................................... B-15
Taxation ............................................................. B-15
Dividends and Distributions........................................... B-16
Performance Information............................................... B-16
General Information................................................... B-18
Financial Statements.................................................. B-19
Appendix ............................................................. B-20

B-1
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES

INTRODUCTION. The investment objective of the Fund is to provide capital
appreciation. There is no assurance that the Fund will achieve its objective.
The Fund will attempt to achieve its objective by investing all of its assets in
shares of the Portfolio. The Portfolio is a diversified open-end management
investment company having the same investment objective as the Fund. Since the
Fund will not invest in any securities other than shares of the Portfolio,
investors in the Fund will acquire only an indirect interest in the Portfolio.
The Fund's and the Portfolio's investment objective cannot be changed without
shareholder approval.

SECURITIES AND INVESTMENT PRACTICES

B-2
<PAGE>
EQUITY SECURITIES. Equity securities are common stocks and other kinds of
securities that have the characteristics of common stocks. These other
securities include bonds, debentures and preferred stocks which can be converted
into common stocks. They also include warrants and options to purchase common
stocks.

B-3
<PAGE>
The Portfolio may purchase a call on securities to effect a "closing
purchase transaction," which is the purchase of a call covering the same
underlying security and having the same exercise price and expiration date as a
call previously written by the Portfolio on which it wishes to terminate its
obligation. If the Portfolio is unable to effect a closing purchase transaction,
it will not be able to sell the underlying security until the call previously
written by the Portfolio expires (or until the call is exercised and the
Portfolio delivers the underlying security).

The Portfolio's option positions may be closed out only on an exchange
which provides a secondary market for options of the same series, but there can
be no assurance that a liquid secondary market will exist at a given time for
any particular option.

FUTURES CONTRACTS. The Portfolio may buy and sell stock index futures
contracts. A futures contract is an agreement between two parties to buy and
sell a security or an index for a set price on a future date. Futures contracts
are traded on designated "contract markets" which, through their clearing
corporations, guarantee performance of the contracts.

A stock index futures contract may be used as a hedge by the Portfolio with
regard to market risk as distinguished from risk relating to a specific
security. A stock index futures contract does not require the physical delivery
of securities, but merely provides for profits and losses resulting from changes
in the market value of the contract to be credited or debited at the close of
each trading day to the respective accounts of the parties to the contract. On
the contract's expiration date, a final cash settlement occurs. Changes in the
market value of a particular stock index futures contract reflects changes in
the specified index of equity securities on which the future is based.

B-4
<PAGE>
There are several risks in connection with the use of futures contracts. In
the event of an imperfect correlation between the futures contract and the
portfolio position which is intended to be protected, the desired protection may
not be obtained and the Portfolio may be exposed to risk of loss. Further,
unanticipated changes in interest rates or stock price movements may result in a
poorer overall performance for the Portfolio than if it had not entered into any
futures on stock indices.

FOREIGN SECURITIES. The Portfolio may invest in foreign issuers in foreign
markets. In addition, the Portfolio may invest in American Depositary Receipts
("ADRs"), which are receipts, usually issued by a U.S. bank or trust company,
evidencing ownership of the underlying securities. Generally, ADRs are issued in
registered form, denominated in U.S. dollars, and are designed for use in the
U.S. securities markets. A depositary may issue unsponsored ADRs without the
consent of the foreign issuer of securities, in which case the holder of the ADR
may incur higher costs and receive less information about the foreign issuer
than the holder of a sponsored ADR. The Portfolio may invest no more than 20% of
its total assets in foreign securities, and it will only purchase foreign
securities or American Depositary Receipts which are listed on a national
securities exchange or included in the NASDAQ system.

B-5
<PAGE>
The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. Accordingly, it may be necessary for
the Portfolio to purchase additional foreign currency on the spot (i.e., cash)
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the Portfolio is obligated
to deliver and if a decision is made to sell the security and make delivery of
the foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security if
its market value exceeds the amount of foreign currency the Portfolio is
obligated to deliver. The projection of short-term currency market movements is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Forward contracts involve the risk that
anticipated currency movements will not be accurately predicted, causing the
Portfolio to sustain losses on these contracts and transaction costs. The
Portfolio may enter into forward contracts or maintain a net exposure to such
contracts only if (1) the consummation of the contracts would not obligate the
Portfolio to deliver an amount of foreign currency in excess of the value of the
Portfolio's securities or other assets denominated in that currency or (2) the
Portfolio maintains a segregated account as described below. Under normal
circumstances, consideration of the prospect for currency parities will be
incorporated into the longer term investment decisions made with regard to
overall diversification strategies. However, the Advisor believes it is
important to have the flexibility to enter into such forward contracts when it
determines that the best interests of the Portfolio will be served.

B-6
<PAGE>
SEGREGATED ACCOUNTS. When the Portfolio writes an option, sells a futures
contract or enters into a forward foreign currency exchange contract, it will
establish a segregated account with its custodian bank, or a securities
depository acting for it, to hold assets of the Portfolio in order to insure
that the Portfolio will be able to meet its obligations. In the case of a call
that has been written, the securities covering the option will be maintained in
the segregated account and cannot be sold by the Portfolio until released. In
the case of a put that has been written or a forward foreign currency contract
that has been entered into, liquid securities will be maintained in the
segregated account in an amount sufficient to meet the Portfolio's obligations
pursuant to the put or forward contract. In the case of a futures contract,
liquid securities will be maintained in the segregated account equal in value to
the current value of the underlying contract, less the margin deposits. The
margin deposits are also held, in cash or U.S. Government securities, in the
segregated account.

INVESTMENT RESTRICTIONS

As a matter of fundamental policy, the Portfolio is diversified; i.e., as
to 75% of the value of its total assets, no more than 5% of the value of its
total assets may be invested in the securities of any one issuer (other than
U.S. Government securities). The Fund invests all of its assets in shares of the
Portfolio. The Fund's and the Portfolio's investment objective is fundamental.

In addition, the Fund or Portfolio may not:

B-7
<PAGE>
2. Make short sales of securities or maintain a short position;

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

4. Write put or call options, except that the Portfolio may write covered
call and cash secured put options and purchase call and put options on stocks
and stock indices;

5. Act as underwriter (except to the extent the Fund or Portfolio may be
deemed to be an underwriter in connection with the sale of securities in its
investment portfolio);

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

9. Invest in oil and gas limited partnerships or oil, gas or mineral
leases;

10. Make loans (except for purchases of debt securities consistent with the
investment policies of the Fund and the Portfolio and except for repurchase
agreements); or

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

The Portfolio observes the following restrictions as a matter of operating
but not fundamental policy.

The Portfolio may not:

B-8
<PAGE>
MANAGEMENT

The overall management of the business and affairs of the Trust is vested
with its Board of Trustees. The Board approves all significant agreements
between the Trust and persons or companies furnishing services to it, including
the agreements with the Advisor, Administrator, Custodian and Transfer Agent.
Likewise, the Portfolio has a Board of Trustees which has comparable
responsibilities, including approving agreements with the Advisor. The day to
day operations of the Trust and the Portfolio are delegated to their officers,
subject to their investment objectives and policies and to general supervision
by their Boards of Trustees.

Angelo R. Mozilo (age 61) Trustee Chairman, CEO and President of Countrywide Credit
155 N. Lake Avenue Industries (mortgage banking)(mortgage banking)
Pasadena, CA 91101

Wayne H. Smith (age 58) Trustee Dennison Corporation (pressure sensitive material
150 N. Orange Grove Blvd. and office products manufacturer)
Pasadena, CA 91103

Thomas J. Condon* (age 61) Trustee Managing Director of the Advisor.
300 North Lake Avenue
Pasadena, CA 91101

B-9
<PAGE>
The following table lists the Trustees and officers of the Portfolio, their
business addresses and principal occupations during the past five years. Unless
otherwise noted, each individual has held the position listed for more than five
years.

Angelo R. Mozilo (age 61) Trustee Chairman, CEO and President of Countrywide Credit
155 N. Lake Avenue Industries (mortgage banking)
Pasadena, CA 91101

Wayne H. Smith (age 58) Trustee Vice President and Treasurer of Avery Dennison
150 N. Orange Grove Blvd. Corporation (pressure sensitive material and office
Pasadena, CA 91103 products manufacturer)

Thomas J. Condon* (age 61) Trustee Managing Director of the Advisor.
300 North Lake Avenue
Pasadena, CA 91101

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

B-10
<PAGE>
The following compensation was paid to each of the following Trustees. No
other compensation or retirement benefits were received by any Trustee or
officer from the Registrant or other registered investment company in the "Fund
Complex."

<TABLE>
<CAPTION>
Deferred Deferred Total
Compensation Compensation Compensation
Aggregate Aggregate Accrued as Accrued as Part From Trust and
Compensation Compensation Part of Trust of Portfolios Portfolios paid
Name of Trustee from Trust from Portfolios Expenses Expenses to Trustee
--------------- ---------- --------------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Jettie M. Edwards $10,000 $ 0 $ 0 $ 0 $10,000
Wayne H. Smith $ 0 $ 0 $15,500 $ 1,158 $16,658
Richard N. Frank $ 0 $ 0 $ 658 $12,000 $12,658
James Clayburn LaForce $ 2,500 $12,000 $ 0 $ 0 $14,500
Angelo R. Mozilo $ 0 $ 0 $ 1,158 $ 0 $ 1,158
</TABLE>

The following persons, to the knowledge of the Trust, owned more than 5% of
the outstanding shares of the Fund as of January 31, 2000:

HSBC Bank, Trustee - 15.34%
Buffalo, NY 14240

Summit Bank, Trustee - 17.14%
Hackensack, NJ 07602

US Bank National Assoc, Cust. - 12.49%
St. Paul, MN 55164

State Street Bank and Trust Company, Trustee - 36.64%
Westwood, MA 01090

As of January 31, 2000, shares of the Fund owned by the Trustees and
officers as a group were less than 1%.

THE ADVISOR

The Trust does not have an investment advisor, although the Advisor
performs certain administrative services for it, including providing certain
officers and office space.

B-11
<PAGE>
insurance premiums; (iv) compensation and expenses of Trustees other than those
affiliated with the Advisor or the Administrator; (v) legal and audit expenses;
(vi) fees and expenses of the custodian, shareholder service and transfer
agents; (vii) fees and expenses for registration or qualification of the Trust
and its shares under federal or state securities laws; (viii) expenses of
preparing, printing and mailing reports and notices and proxy material to
shareholders; (ix) other expenses incidental to holding any shareholder
meetings; (x) dues or assessments of or contributions to the Investment Company
Institute or any successor; (xi) such non-recurring expenses as may arise,
including litigation affecting the Trust or the Portfolio and the legal
obligations with respect to which the Trust or the Portfolio may have to
indemnify their officers and Trustees; and (xii) amortization of organization
costs.

For its services, the Advisor receives a fee from the Portfolio at an
annual rate of 0.80% of its average net assets. For the fiscal year ended
October 31, 1999, the Portfolio paid the Advisor fees of $1,789,614, net of a
waiver of $3,878. During the fiscal years ended October 31, 1998 and 1997, the
Advisor earned fees pursuant to the Advisory Agreement in the amounts of
$1,418,731 and $1,525,768, respectively. However, the Advisor has agreed to
limit the aggregate expenses of the Portfolio to 1.00% of its average net
assets. As a result, the Advisor paid expenses of the Portfolio that exceeded
these expense limits in the amounts of $24,020 and $24,879 during the fiscal
years ended October 31, 1998 and 1997, respectively.

B-12
<PAGE>
The Advisor also provides certain administrative services to the Trust
pursuant to an Administration Agreement, including assisting shareholders of the
Trust, furnishing office space and permitting certain employees to serve as
officers and Trustees of the Trust. For its services, it earns a fee at the rate
of 0.20% of the average net assets of the Fund. During the fiscal years ended
October 31, 1999, 1998 and 1997, the Advisor earned fees pursuant to the
Administration Agreement from the Fund in the amounts of $386,716, $278,287 and
$334,603, respectively. However, the Advisor has agreed to limit the aggregate
expenses of the Fund to 1.00% of its average daily net assets. As a result, for
the fiscal years ended October 31, 1999, 1998 and 1997, the Advisor waived all
of its fee and reimbursed certain expenses of the Fund in the amounts of
$142,279, $75,766 and $94,203, respectively.

THE ADMINISTRATOR

The Fund and the Portfolio each pay a monthly administration fee to
Investment Company Administration, LLC for managing some of their business
affairs.

During each of the three years ended October 31, 1999, 1998 and 1997, the
Fund paid the Administrator fees in the amount of $10,000.

During the fiscal years ended October 31, 1999, 1998 and 1997, the
Portfolio paid the Administrator fees in the amounts of $224,187, $177,341 and
$190,721, respectively.

THE DISTRIBUTOR

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

CUSTODIAN AND AUDITORS

The Trust's custodian, Provident National Bank, 200 Stevens Drive, Lester,
PA 19113 is responsible for holding the Fund's assets. Provident Financial
Processing Corporation, 400 Bellevue Parkway, Wilmington, DE 19809, acts as the
Fund's transfer agent; its mailing address is P.O. Box 8943, Wilmington, DE
19899. The Trust's independent accountants, _____________________________,
assist in the preparation of certain reports to the Securities and Exchange
Commission and the Fund's tax returns.

PORTFOLIO TRANSACTIONS AND BROKERAGE

B-13
<PAGE>
The Advisory Agreement states that the commissions paid to brokers may be
higher than another broker would have charged if a good faith determination is
made by the Advisor that the commission is reasonable in relation to the
services provided, viewed in terms of either that particular transaction or the
Advisor's overall responsibilities as to the accounts as to which it exercises
investment discretion and that the Advisor shall use its judgment in determining
that the amount of commissions paid are reasonable in relation to the value of
brokerage and research services provided and need not place or attempt to place
a specific dollar value on such services or on the portion of commission rates
reflecting such services. The Advisory Agreement provides that to demonstrate
that such determinations were in good faith, and to show the overall
reasonableness of commissions paid, the Advisor shall be prepared to show that
commissions paid (i) were for purposes contemplated by the Advisory Agreement;
(ii) were for products or services which provide lawful and appropriate
assistance to its decision-making process; and (iii) were within a reasonable
range as compared to the rates charged by brokers to other institutional
investors as such rates may become known from available information. During the
fiscal year ended October 31, 1997, the amount of brokerage commissions paid by
the Portfolio was $218,087. During the fiscal year ended October 31, 1998, the
Portfolio paid $208,083 in brokerage commissions. Of that amount, $9,449 was
paid in brokerage commissions to brokers who furnished research services. During
the fiscal year ended December 31, 1999, the Small Cap Portfolio paid $341,189
in brokerage commissions, of which $25,493 was paid to brokers who furnished
research services.

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

PORTFOLIO TURNOVER

B-14
<PAGE>
turnover (100% or more) generally leads to higher transaction costs and may
result in a greater number of taxable transactions. See "Portfolio Transactions
and Brokerage." The Portfolio's portfolio turnover rate for the fiscal years
ended October 31, 1999 and1998 was 133.24% and 81.75%, respectively. As a result
of volatility in the equity markets during the fiscal year ended October 31,
1999, the Portfolio had a higher rate of portfolio turnover than in the prior
fiscal year.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Reference is made to "Ways to Set Up Your Account - How to Buy Shares - How
To Sell Shares" in the prospectus for additional information about purchase and
redemption of shares. You may purchase and redeem shares of the Fund on each day
on which the New York Stock Exchange ("Exchange") is open for trading. The
Exchange annually announces the days on which it will not be open for trading.
The most recent announcement indicates that it will not be open on the following
days: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
However, the Exchange may close on days not included in that announcement.

NET ASSET VALUE

The net asset value of the Portfolio's shares will fluctuate and is
determined as of the close of trading on the Exchange (normally 4:00 p.m.
Eastern time) each business day.

TAXATION

In order to qualify for treatment as a RIC, the Fund must distribute
annually to shareholders at least 90% of its investment company taxable income
and must meet several additional requirements. Among these requirements are the
following: (1) at least 90%of the Fund's gross income each taxable year must be
derived from dividends, interest, payments with respect to securities loans and
gains from the sale or other disposition of securities or foreign currencies, or
other income derived with respect to its business of investing in securities or
currencies; (2) at the close of each quarter of the Fund's taxable year, at
least 50% of the value of its total assets must be represented by cash and cash
items, U.S. Government securities, securities of other RICs and other
securities, limited in respect of any one issuer, to an amount that does not
exceed 5% of the value of the Fund and that does not represent more than 10% of
the outstanding voting securities of such issuer; and (3) at the close of each
quarter of the Fund's taxable year, not more than 25% of the value of its assets
may be invested in securities (other than U.S. Government securities or the
securities of other RICs) of any one issuer.

B-15
<PAGE>
DIVIDENDS AND DISTRIBUTIONS

PERFORMANCE INFORMATION

TOTAL RETURN

Average annual total return quotations used in the Fund's advertising and
promotional materials are calculated according to the following formula:

n
P(1 + T) = ERV

B-16
<PAGE>
The Fund's average annual total return for the periods ending October 31,
1999 are as follows*:

One Year 58.85%
Five Years 19.79%
Since Inception 16.08%
(September 30, 1993)

----------
* Certain fees and expenses of the Fund have been reimbursed from inception
through October 31, 1999. Accordingly, return figures are higher than they would
have been had such fees and expenses not been reimbursed.

YIELD

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

B-17
<PAGE>
OTHER INFORMATION

GENERAL INFORMATION

The Trust is a diversified trust, which is an open-end investment
management company, organized as a Delaware business trust on December 11, 1991.
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest and to divide or combine the
shares into a greater or lesser number of shares without thereby changing the
proportionate beneficial interest in the Fund. Each share represents an interest
in the Fund proportionately equal to the interest of each other share. Upon the
Trust's liquidation, all shareholders would share pro rata in the net assets of
the Fund in question available for distribution to shareholders. If they deem it
advisable and in the best interest of shareholders, the Board of Trustees may
create additional series of shares which differ from each other only as to
dividends. The Board of Trustees has created twelve series of shares, and may
create additional series in the future, which have separate assets and
liabilities. Income and operating expenses not specifically attributable to the
Fund are allocated fairly among the Funds by the Trustees, generally on the
basis of the relative net assets of each Fund.

B-18
<PAGE>
communication to all other shareholders. Except for a change in the name of the
Trust, no amendment may be made to the Declaration of Trust without the
affirmative vote of the holders of more than 50% of its outstanding shares. The
holders of shares have no pre-emptive or conversion rights. Shares when issued
are fully paid and non-assessable, except as set forth above. The Trust may be
terminated upon the sale of its assets to another issuer, if such sale is
approved by the vote of the holders of more than 50% of its outstanding shares,
or upon liquidation and distribution of its assets, if approved by the vote of
the holders of more than 50% of its shares. If not so terminated, the Trust will
continue indefinitely.

FINANCIAL STATEMENTS

The annual report to shareholders for the Fund for the fiscal year
ended October 31, 1999 is a separate documents supplied with this SAI, and the
financial statements, accompanying notes and report of independent accountants
appearing therein are incorporated by reference into this SAI.

B-19
<PAGE>
APPENDIX
DESCRIPTION OF RATINGS

MOODY'S INVESTORS SERVICE, INC.: CORPORATE BOND RATINGS

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

STANDARD & POOR'S RATINGS GROUP: CORPORATE BOND RATINGS

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

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

B-20
<PAGE>
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

COMMERCIAL PAPER RATINGS

Moody's commercial paper ratings are assessments of the issuer's ability to
repay punctually promissory obligations. Moody's employs the following three
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers: Prime 1--highest quality; Prime 2--higher
quality; Prime 3--high quality.

Issues assigned the highest rating, A, are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers "1", "2" and "3" to indicate the relative degree of safety. The
designation A-1 indicates that the degree of safety regarding timely payment is
either overwhelming or very strong. A "+" designation is applied to those issues
rated "A-1" which possess extremely strong safety characteristics. Capacity for
timely payment on issues with the designation "A-2" is strong. However, the
relative degree of safety is not as high as for issues designated A-1. Issues
carrying the designation "A-3" have a satisfactory capacity for timely payment.
They are, however, somewhat more vulnerable to the adverse effect of changes in
circumstances than obligations carrying the higher designations.

B-21
<PAGE>
PART C

OTHER INFORMATION

ITEM 23. EXHIBITS.

(a) Declaration of Trust(1)
(b) By-Laws(1)
(c) Not applicable
(d) Not applicable
(e) Amended and Restated Distribution Agreement(5)
(f) Not applicable
(g) Custodian Agreement(4)
(h) (i) Administration Agreement with Investment Company
Administration Corporation(1)
(ii) Administration Agreement with Provident Investment
Counsel(1)
(iii) Amendment to Administration Agreement with Investment
Company Administration, LLC(5)
(iv) Amendment to Administration Agreement with Provident
Investment Counsel(5)
(v) Shareholder Servicing Agreement(5)
(vi) Contractual Waiver/Reimbursement Agreement(5)
(i) Opinion and consent of counsel
(j) Not applicable
(k) Not applicable
(l) Investment letter(1)
(m) (i) Distribution Plan pursuant to Rule 12b-1 Funds A(2)
(ii) Distribution Plan pursuant to Rule 12b-1-Funds B(5)
(iii) Distribution Plan pursuant to Rule 12b-1 Funds C(6)
(n) Not applicable
(o) Not applicable
(p) (i) Code of Ethics(7)
(ii) Code of Ethics of Provident Investment Counsel(7)
(iii) Code of Ethics-First Fund Distributors

----------
(1) Previously filed with Post-effective Amendment No. 10 to the Registration
Statement on Form N-1A of PIC Investment Trust, File No 33-44579, on April
4, 1996 and incorporated herein by reference.
(2) Previously filed with Post-effective Amendment No. 13 to the Registration
Statement on Form N-1A of PIC Investment Trust, File No 33-44579, on
January 27, 1997 and incorporated herein by reference.
(3) Previously filed with Post-effective Amendment No. 18 to the Registration
Statement on Form N-1A of PIC Investment Trust, File No 33-44579, on
December 12, 1997 and incorporated herein by reference.
(4) Previously filed with Post-effective Amendment No. 21 to the Registration
Statement on Form N-1A of PIC Investment Trust, File No. 33-44579, on
September 29, 1998 and incorporated herein by reference.
(5) Previously filed with Post-effective Amendment No. 32 to the Registration
Statement on Form N-1A of PIC Investment Trust, File No. 33-44579, on April
6, 1998 and incorporated herein by reference.
(6) Previously filed with Post-effective Amendment No. 37 to the Registration
Statement on Form N-1A of PIC Investment Trust, File No. 33-44579, on March
1, 2000 and incorporated herein by reference.
(7) Previously filed with Post-effective Amendment No. 39 to the Registration
Statement on Form N-1A of PIC Investment Trust, File No. 33-44579, on
September 27, 2000 and incorporated herein by reference.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

As of December 28, 2000, Registrant owned 99.9% of the outstanding
Interests in PIC Growth Portfolio, PIC Balanced Portfolio, PIC Mid Cap
Portfolio, PIC Small Cap Portfolio and PIC Technology Portfolio, all of which
are trusts organized under the laws of the State of New York and registered
management investment companies.

C-1
<PAGE>
ITEM 15. INDEMNIFICATION.

1. Article VI of Registrant's By-Laws states as follows:

SECTION 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.

SECTION 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of this Trust) by reason of
the fact that such person is or was an agent of this Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, if it is determined that person acted in
good faith and reasonably believed:

(a) in the case of conduct in his official capacity as a Trustee of the
Trust, that his conduct was in the Trust's best interests, and

(b) in all other cases, that his conduct was at least not opposed to the
Trust's best interests, and

(c) in the case of a criminal proceeding, that he had no reasonable cause
to believe the conduct of that person was unlawful.

The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of this
Trust or that the person had reasonable cause to believe that the person's
conduct was unlawful.

SECTION 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action by or in the right of this Trust to procure a judgment in
its favor by reason of the fact that that person is or was an agent of this
Trust, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that person believed to be in the best interests of this
Trust and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.

C-2
<PAGE>
SECTION 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to
the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with this Trust.

No indemnification shall be made under Sections 2 or 3 of this Article:

(a) In respect of any claim, issue, or matter as to which that person shall
have been liable on the basis that personal benefit was improperly received by
him, whether or not the benefit resulted from an action taken in the person's
official capacity; or

(b) In respect of any claim, issue or matter as to which that person shall
have been adjudged to be liable in the performance of that person's duty to this
Trust, unless and only to the extent that the court in which that action was
brought shall determine upon application that in view of all the circumstances
of the case, that person was not liable by reason of the disabling conduct set
forth in the preceding paragraph and is fairly and reasonably entitled to
indemnity for the expenses which the court shall determine; or

(c) of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval, or of expenses incurred in
defending a threatened or pending action which is settled or otherwise disposed
of without court approval, unless the required approval set forth in Section 6
of this Article is obtained.

SECTION 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
Trust has been successful on the merits in defense of any proceeding referred to
in Sections 2 or 3 of this Article or in defense of any claim, issue or matter
therein, before the court or other body before whom the proceeding was brought,
the agent shall be indemnified against expenses actually and reasonably incurred
by the agent in connection therewith, provided that the Board of Trustees,
including a majority who are disinterested, non-party Trustees, also determines
that based upon a review of the facts, the agent was not of the disabling
conduct referred to in Section 4 of this Article.

SECTION 6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article, any indemnification under this Article shall be made by this Trust only
if authorized in the specific case on a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 of this Article and
is not prohibited from indemnification because of the disabling conduct set
forth in Section 4 of this Article, by:

(a) A majority vote of a quorum consisting of Trustees who are not parties
to the proceeding and are not interested persons of the Trust (as defined in the
Investment Company Act of 1940); or

(b) A written opinion by an independent legal counsel.

SECTION 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount of the advance if it is ultimately determined that he or she is not
entitled to indemnification, together with at least one of the following as a
condition to the advance: (i) security for the undertaking; or (ii) the
existence of insurance protecting the Trust against losses arising by reason of

C-3
<PAGE>
any lawful advances; or (iii) a determination by a majority of a quorum of
Trustees who are not parties to the proceeding and are not interested persons of
the Trust, or by an independent legal counsel in a written opinion, based on a
review of readily available facts that there is reason to believe that the agent
ultimately will be found entitled to indemnification. Determinations and
authorizations of payments under this Section must be made in the manner
specified in Section 6 of this Article for determining that the indemnification
is permissible.

SECTION 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Trustees
and officers of this Trust or any subsidiary hereof may be entitled by
contractor otherwise.

SECTION 9. LIMITATIONS. No indemnification or advance shall be made under
this Article, except as provided in Sections 5 or 6 in any circumstances where
it appears:

(a) that it would be inconsistent with a provision of the Agreement and
Declaration of Trust of the Trust, a resolution of the shareholders, or an
agreement in effect at the time of accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other amounts
were paid which prohibits or otherwise limits indemnification; or

(b) that it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.

SECTION 10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of this Trust to purchase such insurance, this Trust shall
purchase and maintain insurance on behalf of any agent of this Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that this Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Agreement and Declaration of Trust of the
Trust.

2. Indemnification of the Registrant's distributor is provided for in
Section 10 of the Amended and Restated Distribution Agreement included as
Exhibit 5 hereto and incorporated herein by reference.

3. Registrant will comply with Rule 484 under the Securities Act of 1933
and Release 11330 under the Investment Company Act in connection with any
indemnification.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

Not applicable.

C-4
<PAGE>
ITEM 27. PRINCIPAL UNDERWRITERS.

(a) The Registrant's principal underwriter also acts as principal
underwriter for the following investment companies:

Advisors Series Trust
Brandes Investment Trust
Fleming Mutual Fund Group, Inc.
Fremont Mutual Funds, Inc.
Jurika & Voyles Fund Group
Kayne Anderson Mutual Funds
Masters' Select Funds Trust
Professionally Managed Portfolios
Purisima Funds Trust
Rainier Investment Management Mutual Funds
RNC Mutual Fund Group, Inc.
Investors Research Fund, Inc.
Harding, Loevner Funds, Inc.
Investec Funds
The Dessauer Global Equity Fund
Trust for Investment Managers
TIFF Investment Program, Inc.
SAMCO Funds, Inc.
FFTW Funds, Inc.
TT International U.S.A. Master Trust
Builders Fixed Income Fund, Inc.

(b) The following information is furnished with respect to the officers and
directors of First Fund Distributors, Inc.:

Name and Principal Position and Offices with Position and Offices
Business Address Principal Underwriter With Registrant
---------------- --------------------- ---------------

Robert H. Wadsworth President and Treasurer Assistant Secretary
4455 E. Camelback Road
Suite E261
Phoenix, AZ 85018

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

Steven J. Paggioli Vice President and Assistant Secretary
915 Broadway Secretary
New York, NY 10010

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

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

ITEM 29. MANAGEMENT SERVICES.

Not applicable.

ITEM 30. UNDERTAKINGS.

The Registrant undertakes, if requested to do so by the holders of at least
10% of the Trust's outstanding shares, to call a meeting of shareholders for the
purposes of voting upon the question of removal of a director and will assist in
communications with other shareholders.

C-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement on Form N-1A of PIC Investment Trust to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Pasadena
and State of California on the 28th day of December, 2000.

PIC INVESTMENT TRUST

By /s/ Thomas M. Mitchell
------------------------------------
Thomas M. Mitchell
President

This Amendment to the Registration Statement on Form N-1A of PIC Investment
Trust has been signed below by the following persons in the capacities indicated
on December 28, 2000.

/s/ Thomas M. Mitchell President and Trustee
----------------------------
Thomas M. Mitchell

Jettie M. Edwards* Trustee
----------------------------
Jettie M. Edwards

Richard N. Frank* Trustee
----------------------------
Richard N. Frank

James Clayburn LaForce* Trustee
----------------------------
James Clayburn LaForce

Angelo R. Mozilo* Trustee
----------------------------
Angelo R. Mozilo

Wayne H. Smith* Trustee
----------------------------
Wayne H. Smith

William T. Warnick Treasurer and Principal
---------------------------- Financial and Accounting Officer
William T. Warnick

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

C-6
<PAGE>

SIGNATURES

PIC Technology Portfolio has duly caused this Amendment to the Registration
Statement on Form N-1A of PIC Investment Trust to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Pasadena and State of
California on the 28th day of December, 2000.

PIC TECHNOLOGY PORTFOLIO

By: /s/ Thomas M. Mitchell
------------------------------------
Thomas M. Mitchell
President