PIC INVESTMENT TRUST
497, 2000-10-10
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                [PROVIDENT INVESTMENT COUNSEL MUTUAL FUNDS LOGO]

TECHNOLOGY FUND A

PROSPECTUS
September 29, 2000

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.

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
<PAGE>
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
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 is "non-diversified" and may invest
more of its assets in fewer issuers than a "diversified" investment company.

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
sector could have a major effect on the value of the Portfolio's investments.
Stock prices of technology companies are particularly vulnerable to rapid

                                       2
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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 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.

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.

                                       3
<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)                                     5.75%
Maximum deferred sales (load) charge (as a percentage
  of purchase or sale price whichever is less)                            None
Redemption fee                                                            None*

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

                                       4
<PAGE>
and Portfolio's investment objective cannot be changed without shareholder
approval.

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 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.

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

                                       5
<PAGE>
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.

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 United Asset Management Corporation (UAM), a publicly
owned corporation with headquarters located at One International Place, Boston,
MA 02110. UAM is principally engaged, through affiliated firms, in providing
institutional investment management services. An investment committee of PIC

                                       6
<PAGE>
formulates and implements an investment program for the Portfolio, including
determining which securities should be bought and sold.

On June 9, 2000, UAM announced that it has agreed to be acquired by Old Mutual,
plc. Old Mutual is a United Kingdom-based financial services group with
substantial asset management, insurance and banking businesses. The closing of
the transaction is expected to take place during the fourth quarter of 2000 and
is subject to a number of conditions. As required by the Investment Company Act
of 1940, the current shareholders of the Portfolio are being asked to approve a
new investment advisory agreement with PIC, to take effect upon the closing of
the transaction. The new agreement will be identical to the current agreement
except for the effective and termination dates.

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).

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.

                                       7
<PAGE>
GIFTS OR TRANSFERS TO MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

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

TRUST
FOR MONEY BEING INVESTED BY A TRUST

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

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

Does not require a special application.

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.

                                       8
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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.

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.

                                       9
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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.

SHAREHOLDER SERVICES PLAN

In 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

                                       10
<PAGE>
BY WIRE:

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

BY OVERNIGHT DELIVERY:

     Provident Investment Counsel Funds
     400 Bellevue Parkway
     Wilmington, DE 19809

HOW TO SELL SHARES

You can arrange to take money out of your account at any time by selling
(redeeming) some or all of your shares. Your shares will be sold at the next NAV
calculated after your order is received 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).

YOUR ACCOUNT - CONTINUED

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."

                                       11
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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

IMPORTANT REDEMPTION INFORMATION

<TABLE>
<CAPTION>
                         Account Type                       Special Requirements
                         ------------                       --------------------
<S>                      <C>                           <C>  <C>
PHONE (800) 618-7643     All account types except      *    Your telephone call must be received
                         retirement                         by 4 p.m. Eastern time to be
                                                            redeemed on that day (maximum check
                                                            request $100,000).

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

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

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

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

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

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

WIRE                    All account types except       *    You must sign up for the wire
                        retirement                          feature 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.
</TABLE>

                 12
<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 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.

                                       13
<PAGE>
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.

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

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.

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

                                       14
<PAGE>
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 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. The
     fee, which is payable to the transfer agent, is designed to offset in part
     the relatively higher cost of servicing smaller accounts.

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

Please note this about exchanges

As a shareholder, you have the privilege of exchanging shares of 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.

                                       15
<PAGE>
*    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.

*    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.

                                       16
<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>
                              PIC INVESTMENT TRUST

                          PROVIDENT INVESTMENT COUNSEL

                                TECHNOLOGY FUND A

                       STATEMENT OF ADDITIONAL INFORMATION

                            DATED SEPTEMBER 29, 2000

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 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 (626) 449-8500.

                                TABLE OF CONTENTS

INVESTMENT OBJECTIVE AND POLICIES...........................................   2
INVESTMENT RESTRICTIONS.....................................................   9
MANAGEMENT..................................................................  10
CUSTODIAN AND AUDITORS......................................................  15
PORTFOLIO TRANSACTIONS AND BROKERAGE........................................  15
PORTFOLIO TURNOVER..........................................................  16
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION..............................  16
NET ASSET VALUE.............................................................  16
TAXATION....................................................................  17
DIVIDENDS AND DISTRIBUTIONS.................................................  17
PERFORMANCE INFORMATION.....................................................  18
GENERAL INFORMATION.........................................................  19
APPENDIX....................................................................  21

                                      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) 618-7643.

         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.

         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

                                      B-2
<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
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

                                      B-4
<PAGE>
requirements in the securities  market.  Therefore,  increased  participation by
speculators in the futures market may also cause temporary price distortions.

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

         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 Fund 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 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.

         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  it owns  or has the  right  to  acquire  at no  added  cost  through
conversion or exchange of other  securities it owns  (referred to as short sales
"against  the  box") and to make  short  sales of  securities  which it does not
currently own or have the right to acquire, in an amount not exceeding 5% of the
Portfolio's net assets.

         In a short sale that is not  "against the box," 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

                                      B-6
<PAGE>
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).

         Short sales by the Portfolio that are not made "against the box" 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.

         If the  Portfolio  makes a short sale  "against the box," the Portfolio
would not  immediately  deliver the  securities  sold and would not  immediately
receive the proceeds from the sale.  The seller is said to have a short position
in the securities  sold until it delivers the securities  sold, at which time it
receives  the  proceeds  of the  sale.  To  secure  its  obligation  to  deliver
securities  sold  short,  the  Portfolio  will  deposit  in escrow in a separate
account  with the  Custodian  an equal  amount of the  securities  sold short or
securities  convertible into or exchangeable for such securities.  The Portfolio
can close out its short position by purchasing and delivering an equal amount of
the securities sold short, rather than by delivering  securities already held by
the Portfolio,  because the Portfolio might want to continue to receive interest
and dividend  payments on securities in its portfolio that are convertible  into
the securities sold short.

         The Portfolio's  decision to make a short sale "against the box" may be
a technique to hedge  against  market risks when the Adviser  believes  that the
price of a security  may  decline,  causing a decline in the value of a security
owned by the Portfolio or a security  convertible  into or exchangeable for such
security. In such case, any future losses in the Portfolio's long position would
be  reduced by a gain in the short  position.  The extent to which such gains or
losses  in the  long  position  are  reduced  will  depend  upon the  amount  of
securities  sold short  relative to the amount of the  securities  the Portfolio
owns,  either directly or indirectly,  and, in the case where the Portfolio owns
convertible securities,  changes in the investment values or conversion premiums
of such securities.

                                      B-7
<PAGE>
         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.

         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

                                      B-8
<PAGE>
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.

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;

                                      B-9
<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. 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);

         5. 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;

         6.  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);

         7. 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;

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

         9. 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

         10.  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).

                                   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.

                                      B-10
<PAGE>
         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 1983
Pasadena, CA 91101                                        to May 1999.


Jettie M. Edwards (age 53)           Trustee              Consulting principal of Syrus Associates (consulting
76 Seaview Drive                                          firm).
Santa Barbara, CA 93108

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 Group and Trust for
                                                          Investment Managers (registered investment companies).
                                                          Director of the Timken Co. (bearings and alloy steel
                                                          manufacturing firm), Rockwell International (defense
                                                          contractor), Eli Lily (pharmaceuticals company), Jacobs
                                                          Engineering Group (engineering firm).

Angelo R. Mozilo (age 60)            Trustee              Vice Chairman and Executive Vice President of
155 N. Lake Avenue                                        Countrywide Credit 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

Aaron W.L. Eubanks, Sr. (age 37)     Vice President       Senior Vice President of the Advisor.
300 North Lake Avenue                and Secretary
Pasadena, CA 91101

William T. Warnick (age 31)          Vice President       Vice President of the Advisor
300 North Lake Avenue                and Treasurer
Pasadena, CA 91101
</TABLE>
                                      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.

<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 1983
Pasadena, CA 91101                                        to May 1999.


Jettie M. Edwards (age 53)           Trustee              Consulting principal of Syrus Associates (consulting
76 Seaview Drive                                          firm).
Santa Barbara, CA 93108

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 Group and Trust for
                                                          Investment Managers (registered investment companies).
                                                          Director of the Timken Co. (bearings and alloy steel
                                                          manufacturing firm), Rockwell International (defense
                                                          contractor), Eli Lily (pharmaceuticals company), Jacobs
                                                          Engineering Group (engineering firm).

Angelo R. Mozilo (age 60)            Trustee              Vice Chairman and Executive Vice President of
155 N. Lake Avenue                                        Countrywide Credit 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

Aaron W.L. Eubanks, Sr. (age 37)     Vice President       Senior Vice President of the Advisor.
300 North Lake Avenue                and Secretary
Pasadena, CA 91101

William T. Warnick (age 31)          Vice President       Vice President of the Advisor
300 North Lake Avenue                and Treasurer
Pasadena, CA 91101
</TABLE>

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

                                      B-12
<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
                                                                              Compensation        Total
                                                               Deferred        Accrued as     Compensation
                           Aggregate        Aggregate        Compensation       Part of      From Trust and
                         Compensation      Compensation     Accrued as Part    Portfolios    Portfolios paid
   Name of Trustee        from Trust     from Portfolios   of Trust 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>

         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

                                      B-13
<PAGE>
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.

         The Advisor is an  indirect,  wholly owned  subsidiary  of United Asset
Management Corporation ("UAM"), a New York Stock Exchange listed holding company
principally  engaged,  through  affiliated  firms,  in  providing  institutional
investment management services. On February 15, 1995, UAM acquired the assets of
the Advisor's predecessor,  which had the same name as the Advisor; on that date
the Advisor entered into 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.

         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 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. However,  the Advisor has agreed
to limit the  aggregate  expenses of the Fund to 1.60% of its average  daily net
assets.

                                      B-14
<PAGE>
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,
PricewaterhouseCoopers  LLP,  1177 Avenue of the  Americas,  New York, NY 10036,
assist in the  preparation  of certain  reports to the  Securities  and Exchange
Commission and the Fund's tax returns.

                      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,

                                      B-15
<PAGE>
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%.

                 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).

                                      B-16
<PAGE>
         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.

         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.

                                      B-17
<PAGE>
         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

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.

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.

         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

                                      B-18
<PAGE>
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

         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.

         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

                                      B-19
<PAGE>
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.

         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.

                                      B-20
<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

                                      B-21
<PAGE>
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

COMMERCIAL PAPER RATINGS

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

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

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


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