SUPPLEMENT DATED MAY 1, 2000
TO
PROSPECTUS DATED MARCH 1, 2000
PROVIDENT INVESTMENT COUNSEL FUNDS A AND B
BALANCED FUND
GROWTH FUND
MID CAP FUND
SMALL COMPANY GROWTH FUND
PROVIDENT INVESTMENT COUNSEL FUNDS C
MID CAP FUND
SMALL COMPANY GROWTH FUND
On April 28, 2000, the Provident Investment Counsel Small Company Growth Fund I
("Small Company Growth Fund I") was merged into the Provident Investment Counsel
Small Company Growth Fund A ("Small Company Growth Fund A"). Shareholders of
Small Company Growth Fund I exchanged their shares for shares of Small Company
Growth Fund A at the respective net asset values of each Fund on a pro rata
basis. These shareholders have all the rights and privileges granted to the
Small Company Fund A shareholders.
As a result of the merger, the Net Expenses of Small Company Growth Fund A been
reduced. Listed below is a revised Fee Table and Expense table which reflect
this reduction. This information should replace the information currently
appearing under "Fees and Expenses" in the Prospectus for Small Company Growth
Fund A:
ANNUAL FUND OPERATING EXPENSES*
(expenses that are deducted from Fund assets)
Small Company
Growth Fund A
-------------
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) 6.00%
Administration Fee to PIC (paid by the Fund) 0.20%
Shareholder Services Fee (paid by the Fund) 0.15%
------
Total Annual Fund Operating Expenses 7.40%
Expense Reimbursements *** (5.95%)
------
Net Expenses 1.45%
======
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EXAMPLES: These examples 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:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Small Company Growth Fund A $ 708 $ 990 $1,292 $2,148
You would pay the following expenses if you did not redeem your shares:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Small Company Growth Fund A $ 708 $ 990 $1,292 $2,148
You can buy shares of the Fund through certain brokers (and their agents)
that have executed an agreement with the Fund 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 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.
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 may continue to add to
their account by purchasing shares of the Small Company Growth Fund A at net
asset value, without a sales charge. In addition, investors making purchases
through retail fund "supermarkets" may purchase shares of the Small Company
Growth Fund A at net asset value.
