PIC INVESTMENT TRUST, 497, 2000-07-13

PIC INVESTMENT TRUST
497, 2000-07-13

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

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

[LOGO]

PROVIDENT
INVESTMENT COUNSEL
FUNDS

BALANCED FUND A

GROWTH FUNDS
A AND B

MID CAP FUNDS
A, B AND C

SMALL COMPANY
GROWTH FUNDS
A, B AND C

PROSPECTUS
MARCH 1, 2000
AS REVISED ON
MAY 1, 2000
AND JUNE 1, 2000
<PAGE>
CONTENTS

KEY FACTS 3 AN OVERVIEW OF THE FUNDS
3 RISK/RETURN SUMMARY
3 THE PRINCIPAL GOALS, STRATEGIES AND
RISKS OF THE FUNDS
6 WHO MAY WANT TO INVEST
6 PERFORMANCE
10 FEES AND EXPENSES
13 STRUCTURE OF THE FUNDS AND
THE PORTFOLIOS
14 MORE INFORMATION ABOUT THE
FUNDS' INVESTMENTS, STRATEGIES
AND RISKS
16 MANAGEMENT
17 THE ADVISOR'S HISTORICAL
PERFORMANCE DATA
YOUR ACCOUNT 19 WAYS TO SET UP YOUR ACCOUNT
20 CALCULATION OF NET ASSET VALUE
20 DECIDING WHICH FEE STRUCTURE IS
BEST FOR YOU
22 DISTRIBUTION (12B-1) PLANS
22 SHAREHOLDER SERVICES PLAN
23 HOW TO BUY SHARES
23 HOW TO SELL SHARES
25 IMPORTANT REDEMPTION INFORMATION
26 INVESTOR SERVICES
SHAREHOLDER ACCOUNT POLICIES 27 DIVIDENDS, CAPITAL GAINS AND TAXES
27 DISTRIBUTION OPTIONS
27 UNDERSTANDING DISTRIBUTIONS
27 TRANSACTION DETAILS
29 FINANCIAL HIGHLIGHTS

PROSPECTUS 2
<PAGE>
KEY FACTS

AN OVERVIEW OF THE FUNDS

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

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

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

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

RISK/RETURN SUMMARY

THE PRINCIPAL GOALS, STRATEGIES AND RISKS OF THE FUNDS

BALANCED FUND

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

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

3 PROSPECTUS
<PAGE>
KEY FACTS - CONTINUED

RISKS: These primary investment risks apply to the Fund: market, bond, small and
medium company and high portfolio turnover. See page 5 for these risks and
primary investment risks common to all the Funds.

GROWTH FUNDS

GOAL: Long term growth of capital.

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

RISKS: These primary investments risks apply to the Funds: market and small and
medium company. See page 5 for these risks and primary investment risks common
to all of the Funds.

MID CAP FUNDS

GOAL: Long term growth of capital.

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

RISKS: These primary investment risks apply to the Funds: market, small and
medium company and high portfolio turnover. See page 5 for these risks and
primary investment risks common to all of the Funds.

SMALL COMPANY GROWTH FUNDS

GOAL: Long term growth of capital.

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

PROSPECTUS 4
<PAGE>
THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS

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

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

SMALL AND MEDIUM COMPANY RISK:

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

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

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

5 PROSPECTUS
<PAGE>
KEY FACTS - CONTINUED

WHO MAY WANT TO INVEST

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

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

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

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

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

PERFORMANCE

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

PROSPECTUS 6
<PAGE>
Balanced Fund A
Calendar Year Total Returns (%)

1993 1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ---- ----

2.69 -3.13 22.31 15.56 22.32 31.12 21.39

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

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1999

Since Inception
1 Year 5 Years June 11, 1992
------ ------- -------------
Balanced Fund A+ 14.41% 21.00% 15.06%

Lipper Balanced Fund Index* 8.98 16.33 12.80

S&P 500 Index** 21.14 28.66 21.05

Lehman Brothers Government/
Corporate Bond Index*** -2.15 7.61 6.79

S&P 500 Index and Lehman Brothers

Government/Corporate Bond Index**** 11.45 20.09 15.22

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

7 PROSPECTUS
<PAGE>
KEY FACTS - CONTINUED

Growth Fund A
Calendar Year Total Returns (%)

1998 1999
---- ----
39.16 34.35

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

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1999

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

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

PROSPECTUS 8
<PAGE>
KEY FACTS - CONTINUED

Small Company Growth Fund A
Calendar Year Total Returns (%)

1998 1999
---- ----
5.26% 90.87

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

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1999

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

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

9 PROSPECTUS
<PAGE>
KEY FACTS - CONTINUED

Small Company Growth Fund A
Calendar Year Total Returns (%)

1998 1999
---- ----
5.26 90.87

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

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1999

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

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

FEES AND EXPENSES

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

Provident Provident Provident
Investment Investment Investment
Counsel Counsel Counsel
Funds A Funds B Funds C
------- ------- -------

SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)

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

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

PROSPECTUS 10
<PAGE>
ANNUAL FUND OPERATING EXPENSES*
(expenses that are deducted from Fund assets)

Small
Company
Balanced Growth Mid Cap Growth
Fund A Fund A Fund A Fund A
------ ------ ------ ------
Management Fee (paid by the Portfolio) 0.60% 0.80% 0.70% 0.80%
Distribution and Service (12b-1) Fees
(paid by the Fund) 0.25% 0.25% 0.25% 0.25%
Other Expenses** (paid by the Fund
and the Portfolio) 0.60% 1.22% 1.11% 6.00%
Administration Fee to PIC
(paid by the Fund) 0.20% 0.20% 0.20% 0.20%
Shareholder Services Fee
(paid by the Fund) 0.15% 0.15% 0.15% 0.15%
----- ----- ----- -----
Total Annual Fund Operating Expenses 1.80% 2.62% 2.41% 7.40%
Expense Reimbursements *** (0.75%) (1.27%) (1.02%) (5.95%)
----- ----- ----- -----
Net Expenses 1.05% 1.35% 1.39% 1.45%
===== ===== ===== =====

Small
Company
Growth Mid Cap Growth
Fund B Fund B Fund B
------ ------ ------
Management Fee (paid by the Portfolio) 0.80% 0.70% 0.80%
Distribution and Service (12b-1) Fees
(paid by the Fund) 1.00% 1.00% 1.00%
Other Expenses** (paid by the Fund
and the Portfolio) 24.68% 94.39% 204.41%
Administration Fee to PIC
(paid by the Fund) 0.20% 0.20% 0.20%
------ ------ -------
Total Annual Fund Operating Expenses 26.68% 96.29% 206.41%
Expense Reimbursements *** (24.58%) (94.15%) (204.11%)
------ ------ -------
Net Expenses 2.10% 2.14% 2.30%
====== ====== =======

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

11 PROSPECTUS
<PAGE>
KEY FACTS - CONTINUED

ANNUAL FUND OPERATING EXPENSES* - CONTINUED

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

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

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

PROSPECTUS 12
<PAGE>
You would pay the following expenses if you did not redeem your shares:

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

STRUCTURE OF THE FUNDS AND THE PORTFOLIOS

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

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

13 PROSPECTUS
<PAGE>
MORE INFORMATION ABOUT THE FUNDS' INVESTMENTS, STRATEGIES AND RISKS

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

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

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

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

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

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

PROSPECTUS 14
<PAGE>
PROVIDENT INVESTMENT COUNSEL
BALANCED FUND

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

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

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

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

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

PROVIDENT INVESTMENT COUNSEL
GROWTH FUNDS

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

15 PROSPECTUS
<PAGE>
relative to its industry peers and the stock market in general.

PROVIDENT INVESTMENT COUNSEL
MID CAP FUNDS

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

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

PROVIDENT INVESTMENT COUNSEL
SMALL COMPANY GROWTH FUNDS

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

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

MANAGEMENT

PIC is the advisor to the PIC Portfolios, in which the respective Funds invest.
PIC's address is 300 North Lake Avenue, Pasadena, CA 91101. PIC traces its
origins to an investment partnership formed in 1951. It is now an indirect,
wholly owned subsidiary of 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
formulates and implements an investment program for each of the Portfolios,
including determining which securities should be bought and sold.

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

PROSPECTUS 16
<PAGE>
THE ADVISOR'S HISTORICAL
PERFORMANCE DATA

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

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

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

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

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

17 PROSPECTUS
<PAGE>
PERFORMANCE ENDED DECEMBER 31, 1999

1 Year 3 Years 7 Years 10 Years
------ ------- ------- --------
PIC Balanced Composite 21.11% 25.86% 17.07% 17.80%
Lipper Balanced Fund Index(1) 8.98 14.69 12.89 12.26
S&P 500 Index(2) 21.14 27.66 21.59 18.25
Lehman Brothers Government/
Corporate Bond Index(3) (2.15) 5.55 6.42 7.65
S&P 500 Index/Lehman Brothers
Government/Corporate Bond Index(4) 11.45 18.73 15.51 14.11

PIC Large Cap Growth Equity Composite 35.53% 34.91% 21.72% 22.40%
S&P 500 Index(2) 21.14 27.66 21.59 18.25
Russell 1000 Growth Index(5) 33.16 34.07 23.17 20.32

PIC Mid Cap Growth Equity Composite 85.76% 37.24% 23.30% 24.11%
Russell Midcap Growth Index(6) 51.29 29.77 20.74 18.95

PIC Small Cap Growth Commingled Fund 86.41% 26.00% 24.63% 24.51%
Russell 2000 Growth Index(7) 43.09 17.83 14.87 13.51

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

PROSPECTUS 18
<PAGE>
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
701/2with earned income to invest up to $2,000 per tax year. Individuals can
also invest in a spouse's IRA if the spouse has earned income of less than
$250.

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

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

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

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

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

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

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

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.

19 PROSPECTUS
<PAGE>
YOUR ACCOUNT - CONTINUED

CALCULATION OF NET ASSET VALUE

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

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

DECIDING WHICH FEE STRUCTURE IS BEST FOR YOU

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

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

FUND A SHARES

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

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 A shares without paying a sales
charge will be charged a 1% fee on redemptions made within one year of
purchase.

FUND A SALES CHARGE WAIVERS

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

(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

PROSPECTUS 20
<PAGE>
and the Mid Cap Fund A as of September 30, 1998, and shareholders of the Small
Company Growth Fund I who are now shareholders of the Small Company Growth Fund
A as a result of the merger; (3) current or retired directors, trustees,
partners, officers and employees of the Trust, the Distributor, PIC and its
affiliates, certain family members of the above persons, and trusts or plans
primarily for such persons; (4) current or retired registered representatives of
broker- dealers having sales agreements with the Distributor or full-time
employees and their spouses and minor children and plans of such persons; (5)
investors who redeem shares from an unaffiliated investment company which has a
sales charge and use the redemption proceeds to purchase Fund A shares within 60
days of the redemption; (6) trustees or other fiduciaries purchasing shares for
certain retirement plans or organizations with 60 or more eligible employees;
(7) investment advisors and financial planners who place trades for their own
accounts or the accounts of their clients either individually or through a
master account and who charge a management, consulting or other fee for their
services; (8) employee-sponsored benefit plans in connection with purchases of
Fund A shares made as a result of participant-directed exchanges between options
in such a plan; (9) "fee based accounts" for the benefit of clients of
broker-dealers, financial institutions or financial planners having sales or
service agreements with the Distributor or another broker-dealer or financial
institution with respect to sales of Fund A shares; (10) investors making
purchases through retail fund "supermarkets"; and (11) such other persons as are
determined by the Board of Trustees (or by the Distributor pursuant to
guidelines established by the Board) to have acquired Fund A shares under
circumstances not involving any sales expense to the Trust or the Distributor.

FUND A SALES CHARGE REDUCTIONS

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

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

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

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

FUND B AND
FUND C SHARES

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

21 PROSPECTUS
<PAGE>
YOUR ACCOUNT - CONTINUED

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

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

The CDSC for Fund B shares are as follows:

Years after
Purchase CDSC
-------- ----

1 5.00%
2 4.00%
3 3.00%
4 3.00%
5 2.00%
6 1.00%
Within the 7th Year None

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

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

DISTRIBUTION (12b-1) PLANS

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

SHAREHOLDER SERVICES PLAN

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

PROSPECTUS 22
<PAGE>
HOW TO BUY SHARES

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

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

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

MINIMUM INVESTMENTS

TO OPEN AN ACCOUNT $2,000
For retirement accounts $ 500
For automatic investment plans $ 250

TO ADD TO AN ACCOUNT $ 250
For retirement plans $ 250
Through automatic investment plans $ 100

MINIMUM BALANCE $1,000
For retirement accounts $ 500

FOR INFORMATION: (800) 618-7643

TO INVEST BY MAIL:
Provident Investment Counsel Funds
P.O. Box 8943
Wilmington, DE 19899

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

BY OVERNIGHT DELIVERY:
Provident Investment Counsel Funds
400 Bellevue Parkway
Wilmington, DE 19809

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. You
may be charged a CDSC on the sale of your Fund B or Fund C shares.

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).

23 PROSPECTUS
<PAGE>
YOUR ACCOUNT - CONTINUED

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

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

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

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

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

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

SELLING SHARES IN WRITING

Write a "letter of instruction" with:

* Your name,

* Your Fund account number,

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

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

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

MAIL YOUR LETTER TO:
Provident Investment Counsel Funds
P.O. Box 8943
Wilmington, DE 19899

PROSPECTUS 24
<PAGE>
IMPORTANT REDEMPTION INFORMATION

<TABLE>
<CAPTION>
ACCOUNT TYPE SPECIAL REQUIREMENTS
------------ --------------------

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

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

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

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

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

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

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

WIRE All account types * You must sign up for the wire feature before
except retirement 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>

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

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. This service is
available to Fund A account holders only.

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

PROSPECTUS 26
<PAGE>
SHAREHOLDER ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS AND TAXES

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

DISTRIBUTION OPTIONS

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

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

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.

27 PROSPECTUS
<PAGE>
SHAREHOLDER ACCOUNT POLICIES - CONTINUED

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

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

Please note this about purchases:

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

* PIC does not accept cash or third party checks.

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

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

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

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

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

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

Please note this about redemptions:

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

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

Prospectus 28
<PAGE>
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. You will not be charged a CDSC for a low balance redemption
from a Fund B or a Fund C.

Please note this about exchanges

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

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

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

* Before exchanging into a Fund, read its prospectus.

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

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

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

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

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

FINANCIAL HIGHLIGHTS

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

29 Prospectus
<PAGE>
PROVIDENT INVESTMENT COUNSEL FUNDS

<TABLE>
<CAPTION>
Balanced Fund A
-----------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
10/31/99 10/31/98 10/31/97 10/31/96 10/31/95
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 16.95 $ 15.51 $ 13.91 $ 13.24 $ 11.24
Income from investment operations:
Net investment income 0.22 0.16 0.16 0.14 0.15
Net realized and unrealized gain
(loss) on investments 2.88 2.44 2.64 1.34 2.00
Total from investment operations 3.10 2.60 2.80 1.48 2.15
Less distributions:
From net investment income (0.22) (0.15) (0.16) (0.14) (0.15)
From net realized capital gains (1.18) (1.01) (1.04) (0.67) 0.00
Total distributions (1.40) (1.16) (1.20) (0.81) (0.15)
Net asset value, end of period $ 18.65 $ 16.95 $ 15.51 $ 13.91 $ 13.24

TOTAL RETURN 19.20% 17.85% 21.76% 11.96% 19.35%
======= ======= ======= ======= =======
Ratios/supplemental data:
Net assets, end of period (millions) $ 32.3 $ 42.0 $ 35.3 $ 12.9 $ 12.5
Ratios to average net assets:**
Expenses after exp. reimbursements 1.05% 1.05% 1.05% 1.05% 1.05%
Expenses before exp. reimbursements 1.80% 1.41% 1.43% 1.72% 2.32%
Net investment income 1.21% 0.97% 1.10% 1.05% 1.32%
Portfolio turnover rate++ 174.19% 111.47% 104.50% 54.24% 106.50%
</TABLE>

----------
** INCLUDES THE FUND'S SHARE OF EXPENSES ALLOCATED FROM PIC BALANCED PORTFOLIO.
++ PORTFOLIO TURNOVER RATE OF PIC BALANCED PORTFOLIO, IN WHICH ALL OF THE FUND'S
ASSETS ARE INVESTED.

Prospectus 30
<PAGE>
PROVIDENT INVESTMENT COUNSEL FUNDS

<TABLE>
<CAPTION>
Growth Fund A Mid Cap Fund A
---------------------------------- ---------------------
Year Year 2/3/97* Year 12/31/97*
ended ended through ended through
10/31/99 10/31/98 10/31/97 10/31/99 10/31/98
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 13.67 $ 11.44 $ 10.00 $ 10.53 $ 10.00
Income from investment operations:
Net investment loss (0.12) (0.07) (0.03) (0.11) (0.03)
Net realized and unrealized gain
on investments 4.37 2.30 1.47 5.45 0.56
Total from investment operations 4.25 2.23 1.44 5.34 0.53
Less distributions:
From net investment income 0.00 0.00 0.00 0.00 0.00
From net realized capital gains 0.00 0.00 0.00 0.00 0.00
Total distributions 0.00 0.00 0.00 0.00 0.00
Net asset value, end of period $ 17.92 $ 13.67 $ 11.44 $ 15.87 $ 10.53

TOTAL RETURN 31.09% 19.49% 14.40%++ 50.71% 5.30%++
======= ======= ======= ======= =======
Ratios/supplemental data:
Net assets, end of period (millions) $ 6.8 $ 3.7 $ 2.2 $ 11.9 $ 5.7
Ratios to average net assets:
Expenses after exp. reimbursements 1.35%** 1.35%** 1.35%**+ 1.39%^ 1.04%^+
Expenses before exp. reimbursements 2.62%** 4.06%** 9.97%**+ 2.41%^ 3.08%^+
Net investment loss (0.85%) (0.68%) (0.62%)+ (1.03%) (0.43%)+
Portfolio turnover rate 80.34%! 81.06%! 67.54%! 144.64%# 166.89%#
</TABLE>

* COMMENCEMENT OF OPERATIONS
+ ANNUALIZED.
++ NOT ANNUALIZED
** INCLUDES THE FUND'S SHARE OF EXPENSES ALLOCATED FROM PIC GROWTH PORTFOLIO.
^ INCLUDES THE FUND'S SHARE OF EXPENSES ALLOCATED FROM PIC MID CAP PORTFOLIO.
! PORTFOLIO TURNOVER RATE OF PIC GROWTH PORTFOLIO, IN WHICH ALL OF THE FUND'S
ASSETS ARE INVESTED.
# PORTFOLIO TURNOVER RATE OF PIC MID CAP PORTFOLIO, IN WHICH ALL OF THE FUND'S
ASSETS ARE INVESTED.

31 Prospectus
<PAGE>
PROVIDENT INVESTMENT COUNSEL FUNDS
Small Company Growth Fund A
--------------------------------
Year Year 2/3/97*
ended ended through
10/31/99 10/31/98 10/31/97
------- ------- -------
Net asset value, beginning of period $ 8.50 $ 10.42 $ 10.00
Income from investment operations:
Net investment loss (0.30) (0.12) (0.03)
Net realized and unrealized gain
(loss) on investments 5.35 (1.80) 0.45
Total from investment operations 5.05 (1.92) 0.42
Less distributions:
From net investment income 0.00 0.00 0.00
From net realized capital gains 0.00 0.00 0.00
Total distributions 0.00 0.00 0.00
Net asset value, end of period $ 13.55 $ 8.50 $ 10.42

TOTAL RETURN 59.41% (18.43%) 4.20%++
======= ======= =======
Ratios/supplemental data:
Net assets, end of period (millions) $ 0.9 $ 2.7 $ 3.1
Ratios to average net assets:#
Expenses after exp. reimbursements 1.55% 1.55% 1.55%+
Expenses before exp. reimbursements 7.40% 4.32% 11.55%+
Net investment loss (1.35%) (1.23%) (1.14%)+
Portfolio turnover rate! 133.24% 81.75% 151.52%

* COMMENCEMENT OF OPERATIONS
+ ANNUALIZED.
# INCLUDES THE FUND'S SHARE OF EXPENSES ALLOCATED FROM PIC SMALL CAP PORTFOLIO.
! PORTFOLIO TURNOVER RATE OF PIC SMALL CAP PORTFOLIO, IN WHICH ALL OF THE
FUND'S ASSETS ARE INVESTED.
++ NOT ANNUALIZED

Prospectus 32
<PAGE>
PROVIDENT INVESTMENT COUNSEL FUNDS
Growth Mid Cap Small Company
Fund B Fund B Fund B
------ ------ ------
March 31, 1999* through October 31, 1999

Net asset value, beginning of period $ 17.65 $ 13.03 $ 9.64
Income from investment operations:
Net investment income (loss) (0.07) (0.02) (0.06)
Net realized and unrealized gain
(loss) on investments 0.47 2.59 3.69
Total from investment operations 0.40 2.57 3.63
Less distributions:
From net investment income 0.00 0.00 0.00
From net realized capital gains 0.00 0.00 0.00
Total distributions 0.00 0.00 0.00
Net asset value, end of period $ 18.05 $ 15.60 $ 13.27

TOTAL RETURN^ 2.27% 19.72% 37.66%
======= ======= =======

Ratios/supplemental data:
Net assets, end of period (in 000s) $ 981.7 $ 731.7 $ 129.6
Ratios to average net assets:**
Expenses after exp. reimbursements+ 2.10% 2.14% 2.30%
Expenses before exp. reimbursements+ 26.68% 96.29% 206.41%
Net investment income (loss) after exp
reimbursements+ (1.70%) (1.69%) (2.07%)
Portfolio turnover rate++ 80.34% 144.64% 133.24%

* COMMENCEMENT OF OPERATIONS
^ NOT ANNUALIZED
+ ANNUALIZED.
** INCLUDES THE FUND'S SHARE OF EXPENSES ALLOCATED FROM THE RELATED PORTFOLIO.
++ PORTFOLIO TURNOVER RATE OF THE FUND'S RELATED PORTFOLIO, IN WHICH ALL OF THE
FUND'S ASSETS ARE INVESTED.

33 Prospectus
<PAGE>
PROVIDENT INVESTMENT COUNSEL
FUNDS
BALANCED FUND A
GROWTH FUNDS A AND B
MID CAP FUNDS A, B AND C
SMALL COMPANY GROWTH FUNDS A, B AND C

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

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about the Funds A and B
investments is available in the Funds' annual and semi-annual reports to
shareholders. In each 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 Funds and is incorporated by reference into this
Prospectus.

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

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

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

Prospectus 34