SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
PIC INVESTMENT TRUST
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
PIC INVESTMENT TRUST
300 NORTH LAKE AVENUE
PASADENA, CALIFORNIA 91101-4106
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders:
You are cordially invited to a Special Meeting (the "Meeting") of
shareholders of PIC Investment Trust (the "Trust") which will be held on October
13, 2000 at 10:00 a.m., local time, at the offices of Provident Investment
Counsel, 300 North Lake Avenue, Pasadena, California 91101. At the Meeting, you
and the other shareholders of the Trust will be asked to consider:
1. Approval of a new management agreement for each Portfolio in which the
Provident Investment Counsel Funds invest.
2. Any other business that may properly come before the Meeting or any
adjournments thereof.
Shareholders of record at the close of business on August 2, 2000 are
entitled to notice of, and to vote at, the Meeting. Your attention is called to
the accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY so that a
quorum will be present and a maximum number of shares may be voted. If you are
present at the Meeting, you may change your vote, if desired, at that time.
By Order of the Board of Trustees
Aaron W.L. Eubanks, Sr.
Secretary
Pasadena, California
September 11, 2000
<PAGE>
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to the shareholders of PIC Investment
Trust (the "Trust"), on behalf of the Trust's Board of Trustees in connection
with the solicitation of voting instructions for use at a Special Meeting of
Shareholders of the Trust (the "Meeting") to be held on October 13, 2000, at
10:00 a.m., local time, at the offices of Provident Investment Counsel, 300
North Lake Avenue, Pasadena, California 91101 for the purposes set forth below
and in the accompanying Notice of Special Meeting. The approximate mailing date
of this Proxy Statement is September 11, 2000.
The Trust is part of a "master/feeder" structure. It is composed of eleven
separate series (each, a "Fund" and collectively the "Funds"). Each Fund seeks
to achieve its investment objective by investing in a Master Portfolio (a
"Portfolio" and collectively the "Portfolios") with the same investment
objective and policies as the Fund. The Portfolios are also registered
management investment companies under the Investment Company Act of 1940 (the
"1940 Act"). Whenever a Fund is requested to vote on a matter pertaining to a
Portfolio, the Fund is required to hold a meeting of its shareholders to
consider the matter.
Each Portfolio's investment adviser is Provident Investment Counsel
("PIC"), 300 North Lake Avenue, Pasadena, California 91101. PIC is a wholly
owned subsidiary of United Assets Management Corporation ("UAM"). PIC also
serves as a co-administrator of the Trust.
UAM has entered into an Agreement and Plan of Merger with Old Mutual plc
and OM Acquisition Corp. (a subsidiary of Old Mutual plc) which will result in
an "assignment" and automatic termination of the Portfolios' current management
agreements with PIC under the 1940 Act. Accordingly, at the Meeting the
shareholders of the Trust will be asked to consider:
1. Approval of a new management agreement with PIC for each Portfolio.
2. Any other business that may properly come before the Meeting or any
adjournments thereof.
The Trust's principal underwriter is First Fund Distributors, Inc., 4455 E.
Camelback Road, #E261, Phoenix, AZ 85018 ("FFDI"), which is an affiliate of the
Trust's other co-administrator and each Portfolio's administrator, Investment
Company Administration, LLC, located at the same address.
1
<PAGE>
SUMMARY OF PROPOSALS REQUIRING SHAREHOLDER VOTE
The following table summarizes the shareholders eligible to vote on
each proposal and the vote required to approve each proposal.
<TABLE>
<CAPTION>
Proposal Number Proposal Description Shareholders Entitled to Vote Vote Required for Approval
--------------- -------------------- ----------------------------- --------------------------
<S> <C> <C> <C>
1. To approve a new Management Shareholders of each Fund Approval of this proposal
Agreement with PIC for each will vote separately requires the affirmative vote
Portfolio of a "majority of the
outstanding voting
securities" of the Fund.*
</TABLE>
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* Under the 1940 Act, the vote of a "majority of the outstanding voting
securities" of a Fund means the affirmative vote of the lesser of (a) 67%
or more of the voting securities of the Fund present at the meeting or
represented by proxy if the holders of more than 50% of the outstanding
voting securities of the Fund are present or represented by proxy or (b)
more than 50% of the outstanding voting securities of the Fund.
The Trust will request broker-dealer firms, custodians, nominees and
fiduciaries to forward proxy materials to the beneficial owners of the shares of
the Trust held of record by such persons. In addition to the solicitation of
proxies by mail, officers and employees of the Trust, without additional
compensation, may solicit proxies in person or by telephone. The costs
associated with such solicitation and the Meeting will be borne by PIC.
Abstentions and broker non-votes will be counted as shares present for
purposes of determining whether a quorum is present and for purposes of voting
on the Proposal but will not be counted for or against any adjournment.
Accordingly, abstentions and broker non-votes effectively will be a vote against
adjournment or the Proposal. Broker non-votes are shares held in street name for
which the broker indicates that instructions have not been received from the
beneficial owners or other persons entitled to vote and for which the broker
does not have discretionary voting authority.
Proxies executed by shareholders may be revoked by a written instrument
received by the Secretary of the Trust at any time before they are exercised, by
the delivery of a later-dated proxy or by attendance at the meeting and voting
in person.
Each valid proxy will be voted in accordance with your instructions and as
the persons named in the proxy determine on such other business as may come
before the Meeting. IF NO INSTRUCTIONS ARE GIVEN ON THE PROXY, THE PROXY WILL BE
VOTED FOR PROPOSAL 1.
2
<PAGE>
PROPOSAL 1: APPROVAL OF NEW MANAGEMENT AGREEMENT
INTRODUCTION
On June 16, 2000, Old Mutual plc, an English public limited company, ("Old
Mutual"), OM Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Old Mutual ("OMAC") and United Asset Management Corporation, the
parent company of PIC ("UAM"), entered into an Agreement and Plan of Merger (the
"Agreement") for Old Mutual to acquire shares of UAM ("Shares") for $25 per
share ("Offer Price") in cash (subject to possible downward adjustment, as
described below) through a tender offer and merger (the "Transaction"). The
Transaction values the equity of UAM at approximately $1.46 billion. The price
to be paid in the Transaction is subject to downward adjustment in the event
that UAM's revenues from assets under management, excluding the effects of
market movements, decline below a specified level prior to the consummation of
the offer.
The Transaction is subject to a number of conditions, including (but not
limited to): (i) tender by holders of a majority of UAM's outstanding shares;
(ii) the absence of any legal restraint or prohibition preventing the
Transaction; (iii) expiration of any waiting period required by antitrust laws;
and (iv) approval of the Transaction by fund and non-fund clients representing
specified percentages of the revenue of UAM. The Agreement provides that,
subject to the satisfaction or waiver of certain conditions, following
completion of the tender offer, OMAC will be merged with and into UAM and each
UAM share outstanding (other than shares held by certain dissenting
shareholders) will be converted into the right to receive the tender offer
price, as adjusted, or any greater amount per share paid pursuant to the tender
offer. Each of the conditions may be waived in whole or in part in connection
with the consummation of the Transaction. The Transaction is expected to close
prior to the end of 2000, although there is no assurance that it will be
consummated.
Old Mutual plc is a United Kingdom-based financial services group with a
substantial life assurance business in South Africa and other southern African
countries and an integrated, international portfolio of activities in asset
management, banking and general insurance. UAM has approximately $188 billion in
assets under management in institutional and individual private accounts and
mutual funds. The acquisition of UAM will increase Old Mutual's assets under
management to approximately $275 billion.
Upon approval of the Agreement by UAM's Board of Directors, all options to
purchase Shares granted to employees and directors of UAM vested. The Agreement
provides that, except as otherwise agreed by Old Mutual and the option holder,
all such options that are outstanding immediately before the effective time of
the Transaction will be canceled in exchange for a cash payment by UAM equal to
the number of Shares subject to the option times the excess, if any, of the
Offer Price over the exercise price per-Share of the option, less applicable
withholding taxes.
The Transaction will constitute a "change of control" for purposes of the
change-of-control employment agreements that UAM has entered into with certain
senior officers of UAM. The agreements provide generally that the officer's
terms and conditions of employment (including position, location, compensation
and benefits) will not be adversely changed during the two-year period after the
change of control. If UAM terminates the executive's employment (other than for
cause, death or disability), or (in certain circumstances) the officer
terminates his or her employment for any reason during the 30-day period
following the first anniversary of the change of control, the officer is
generally entitled to receive a multiple of the officer's annual base salary and
annual bonus and UAM contributions made to the officer's defined contribution
plan accounts for the most recent plan year, and continued welfare benefits for
a number of years equal to the same multiple. In addition, the agreements
provide that certain officers are entitled to receive payment in an amount
sufficient to make the officers whole for any excise tax excess parachute
payments imposed under Section 4999 of the Internal Revenue Code of 1986, as
amended, provided such parachute payments exceed 110% of the maximum amount that
could be paid without incurring any excise tax on the excess parachute payment,
in which case the parachute payments would be reduced to prevent the imposition
of the excise tax. Certain agreements provide for a reduction in payments if
necessary to prevent imposition of the excise tax.
Consummation of the Transaction would constitute an "assignment," as that
term is defined in the 1940 Act, of each Portfolio's current investment advisory
agreement. As required by the 1940 Act, each Portfolio's current investment
advisory agreement automatically terminates in the event of its assignment. In
anticipation of the Transaction, the board of trustees of each Portfolio, which
3
<PAGE>
is comprised of the same members as the board of trustees of the Trust (the
"Board"), has proposed continuation of the advisory services under a new
investment advisory agreement between each Portfolio and PIC for approval by
shareholders of each Fund investing in the Portfolio. The Board has also
proposed continuation of the advisory services under a 150-day interim
management agreement between each Portfolio and PIC pending approval of the new
investment advisory agreement by shareholders of each Fund investing in the
Portfolio. Compensation earned by PIC under each interim management agreement is
held in an interest-bearing escrow account pending shareholder approval of the
new investment advisory agreement for a period of up to 150 days from the
termination of the current investment advisory agreement. If shareholders
approve the proposed investment advisory agreement, the amount held in the
escrow account, plus interest, will be paid to PIC. If shareholders do not
approve the proposed investment advisory agreement, PIC will be paid the lesser
of the costs incurred in performing its services under the interim management
agreement or the total amount in the escrow account, plus interest earned. The
form of the new investment advisory agreement is attached to this proxy
statement as EXHIBIT A. THE NEW INVESTMENT ADVISORY AGREEMENT WILL BE IDENTICAL
IN ALL MATERIAL RESPECTS TO THE PORTFOLIO'S CURRENT INVESTMENT ADVISORY
AGREEMENT. IN ADDITION, EACH PORTFOLIO'S ADVISORY FEE RATE WILL REMAIN
UNCHANGED.
SECTION 15(F) OF THE 1940 ACT
Section 15(f) of the 1940 Act provides that a manager or investment adviser
to a registered investment company (such as PIC as the investment adviser to the
Portfolios), and the affiliates of such adviser (such as UAM), may receive any
amount or benefit in connection with a sale of any interest in such manager or
investment adviser which results in an assignment of an investment advisory
contract if the following two conditions are satisfied: (1) for a period of
three years after such assignment, at least 75% of the board of directors or
trustees of the investment company cannot be "interested persons" (within the
meaning of Section 2(a)(19) of the 1940 Act) of the new investment adviser or
its predecessor, and (2) no "unfair burden" (as defined in the 1940 Act) may be
imposed on the investment company as a result of the assignment or any express
or implied terms, conditions or understandings applicable thereto.
Consistent with the first condition of Section 15(f), the Agreement
provides that, for a period of three years after the Closing, Old Mutual and UAM
will not take or recommend any action that would cause more than 25% of the
trustees of the Trust or the Portfolios to be interested persons of PIC.
With respect to the second condition of Section 15(f), an unfair burden on
an investment company is defined in the 1940 Act to include any arrangement
during the two-year period after any such transaction occurs whereby the manager
or investment adviser or its predecessor or successor, or any interested person
of such adviser, predecessor or successor, receives or is entitled to receive
any compensation of two types, either directly or indirectly. The first type is
compensation from any person in connection with the purchase or sale of
securities or other property to, from or on behalf of the investment company,
other than bona fide ordinary compensation as principal underwriter for such
company. The second type is compensation from the investment company or its
security holders for other than bona fide investment advisory or other services.
The Agreement provides that Old Mutual and UAM will not take or recommend
any action that would constitute an unfair burden on any Portfolio or Fund
within the meaning of Section 15(f). In this regard, UAM and its affiliates have
agreed to maintain any maximum expense ratio disclosed in the current prospectus
of any Fund for a period of two years from the date of the consummation of the
Transaction, consistent with and subject to the existing conditions of any
voluntary fee waivers unrelated to the Transaction.
DESCRIPTION OF THE INVESTMENT ADVISORY AGREEMENT
Pursuant to each Portfolio's proposed investment advisory agreement, PIC
will continue to act as its investment adviser. As indicated above, the proposed
investment advisory agreement for each Portfolio is identical to its current
investment advisory agreement. The interim management agreement approved by the
Board will take effect only if the Transaction is consummated prior to approval
of the proposed investment advisory agreement by the shareholders of the Funds,
and will terminate upon such approval.
Each Portfolio's current and proposed investment advisory agreements
require PIC to
4
<PAGE>
* Manage the investment and reinvestment of the Portfolio's assets;
* Continuously review, supervise and administer the investment program
of the Portfolio; and
* Determine what portion of the Portfolio's assets will be invested in
securities and what portion will consist of cash.
PIC is also required to render regular reports to the Portfolio's officers
and Board concerning the adviser's discharge of its responsibilities.
The current and proposed investment advisory agreements also authorize PIC
to select the brokers or dealers that will execute the purchases and sales of
securities of the Portfolio and directs PIC to use its best efforts to obtain
the best available price and most favorable execution. Subject to policies
established by the Board, PIC may also effect individual securities transactions
at commission rates in excess of the minimum commission rates available, if PIC
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or PIC's
overall responsibilities with respect to the Fund.
The current and the proposed investment advisory agreement of each
Portfolio obligate PIC to discharge its responsibilities subject to the control
of the officers and the Board, and in compliance with the objectives, policies
and limitations set forth in the corresponding Fund's prospectus and applicable
laws and regulations. Under the terms of the current investment advisory
agreements, PIC has agreed to render its services and to provide, at its own
expense, the office space, furnishings and equipment and the personnel required
by it to perform the services on the terms and for the compensation provided
herein.
Each Portfolio's current and proposed investment advisory agreement
provides that PIC shall have no liabilities in connection with rendering
services thereunder, other than liabilities resulting PIC's willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties. Each current
and proposed investment advisory agreement also provides that each Portfolio
will indemnify PIC against liabilities, losses and expenses incurred in
connection with all liabilities, except those stated above and liabilities
involving breach of PIC's fiduciary duties in respect of receipt of compensation
for its services.
Each current investment advisory agreement was approved at the Portfolio's
inception by the Portfolio's initial shareholders. EXHIBIT B lists the following
information for each Portfolio:
* The date of its current advisory contract and the date on which it was
last approved by the Board;
* The rate of compensation of PIC;
* Advisory fees before expense reimbursements and net advisory fee paid
for last fiscal year; and
* Administration fees paid to PIC by the Funds for last fiscal year
DIRECTORS AND OFFICERS OF PIC
Information about the directors and principal executive officers of PIC is
set forth below. The Address of each is the same as that of PIC.
5
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME POSITION WITH PIC DURING THE PAST FIVE YEARS
---- ----------------- --------------------------
<S> <C> <C>
Robert Marvin Kommerstad President/Chairman President and Chairman of
PIC since February 1995
George Edward Handtmann III Executive Managing Director Executive Managing Director of PIC
Since January 1998. Managing
Director from February 1982 to
January 1998
Larry Dee Tashjian Executive Managing Director Executive Managing Director of PIC
since January 1998. Managing Director
of PIC from August 1981 to January 1998.
Thomas John Condon Managing Director Managing Director of PIC since
February 1995.
Lauro Fernando Guerra Managing Director Managing Director of PIC since
February Executive VP, Research
from June 1983 to February 1997.
Jeffrey John Miller Managing Director and Managing Director and Secretary of
Secretary PIC since February 1995
Thomas Michael Mitchell Managing Director Managing Director of PIC since May 1995.
Executive Vice President from May 1983
to May 1999.
Frederick Brown Windle Managing Director Managing Director of PIC since May 1995.
Executive Vice President, Marketing at
PIC from Mary 1983 to May 1999.
Aaron Webster Lee Eubanks, Sr. Senior Vice President Senior Vice President & Chief Operating
Officer of PIC since August 1999. Senior
Vice President and Director of Operations
at PIC from February 1999 to August 1999.
Head of Operations/Systems at PIC from
February 1995 to February 1999.
William Todd Warnick Vice President and Vice President and Chief Financial
Chief Financial Officer Officer of PIC since August 1999.
Vice President and Controller at PIC
From February 1998 to August 1999.
Controller of PIC from November 1995
to February 1998.
Jeffrey Dale Lovell Director Director of PIC since May 1999. Managing
Director & President of Putnam, Lovell
et al since April 1988.
</TABLE>
RECOMMENDATION OF TRUSTEES
On August 10, 2000, representatives of PIC advised the independent Trustees
that UAM had entered into the Transaction Agreement. At that time,
representatives of PIC described the general terms of the proposed Transaction
and the perceived benefits for the UAM organization and for its investment
advisory clients. The independent Trustees discussed the transaction among
themselves and with representatives of PIC. They were assisted in their review
of this information by their independent legal counsel. PIC has advised the
independent Trustees that that it does not expect the proposed Transaction to
have an immediate material effect on the operations of the Funds, the Portfolios
or their shareholders, and that the Transaction Agreement, by its terms, does
not contemplate any changes in the structure or operations of the Funds or the
Portfolios.
On August 10, 2000, the Board, including a majority of the independent
Trustees, voted to approve the interim management agreements and the investment
advisory agreements and to recommend their approval to shareholders of the
Funds. The Board confirmed that the proposed investment advisory agreement of
each Portfolio was identical to its current advisory agreement. Based on the
representations of PIC and UAM and their review of the proposed Transaction, the
Board concluded that the Transaction was not likely to have any adverse effect
on the operations of the Funds or their shareholders.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH FUND
VOTE TO APPROVE PROPOSAL 1
6
<PAGE>
GENERAL INFORMATION
As of the record date for the meeting, the Trust had the following number
of shares outstanding:
Fund Name Fund Shares
--------- -----------
Provident Investment Counsel Balanced Fund A 2,203,942
Provident Investment Counsel Growth Fund A 408,986
Provident Investment Counsel Growth Fund B 88,897
Provident Investment Counsel Growth Fund I 8,983,813
Provident Investment Counsel Mid Cap Fund A 1,129,331
Provident Investment Counsel Mid Cap Fund B 269,907
Provident Investment Counsel Mid Cap Fund C 33,735
Provident Investment Counsel Small Company Growth Fund A 3,099,094
Provident Investment Counsel Small Company Growth Fund B 89,814
Provident Investment Counsel Small Company Growth Fund C 4,887
Provident Investment Counsel Small Cap Growth Fund I 6,795,452
To the knowledge of the Trust's management, as of August 2, 2000, the only
persons owning of record or benefically more than 5% of the outstanding shares
of the Funds were as follows:
PROVIDENT INVESTMENT COUNSEL BALANCED FUND A:
Number of
Name & Address Shares Owned % of Fund Shares
-------------- ------------ ----------------
UMBSC & CO Trste 1,112,393 50.47%
FBO Lillick & Charles LLP
PO Box 419175
Kansas City, MO 64141-6175
Gilbert Papazian IRA 213,869 9.70%
1445 S. Down Rd
Hillsborough, CA 94010
Straffe & Co 183,933 8.35%
FBO Safelite Glass
PO Box 160
Westerville, OH 43086
Sanwa Bank California Tste 124,972 5.67%
FBO Beth Whipple
PO Box 60078 M/S OC4-5
Los Angeles, CA 90060
Gilbert Papazian & Margaret Papazian Trste 119,035 5.40%
For Gilbert & Margaret Papazian Trust DTD
1/23/89
1445 S. Down Rd
Hillsborough, CA 94010
7
<PAGE>
PROVIDENT INVESTMENT COUNSEL GROWTH FUND A:
Number of
Name & Address Shares Owned % of Fund Shares
-------------- ------------ ----------------
Wilmington Trust Co 267,271 67.55%
FBO Mustang Employee 401K
C/o Mutual Funds
PO Box 8971
Wilmington DE, 19899-8971
William A. Eddy and Joan D Eddy Trste 53,756 13.14%
For William A & Joan D Eddy Revoc Living
Trust DTD 9/14/83
5420 Las Lomas Street
Long Beach, CA 90815
PROVIDENT INVESTMENT COUNSEL GROWTH FUND B:
Number of
Name & Address Shares Owned % of Fund Shares
-------------- ------------ ----------------
Merrill Lynch Pierce Fenner & Smith 68,151 76.66%
For the Sole Benefit of Its Customers
Attn Service Team
4800 Deer Lake Dr East 3rd Flr
Jacksonville, FL 32246
Robert W Baird Co Inc. 5,483 6.17%
777 East Wisconsin Avenue
Milwaukee, WI 53202-5391
PROVIDENT INVESTMENT COUNSEL GROWTH FUND I:
Number of
Name & Address Shares Owned % of Fund Shares
-------------- ------------ ----------------
Vanguard Fiduciary Trust Co Tste 2,674,652 29.77%
FBO Memorial Health Services Plan
Attn Specialized Services
PO Box 2600 VM 421
Valley Forge, PA 19482
Milbank Tweed Hadley & McCloy Partners' 648,663 7.22%
Retirement Plan
3 Chase Metrotech Center 5th Fl
Brooklyn, NY 11245
Mercantile Safe Deposit & Trust Co Trste 455,185 5.07%
FBO NFL Supplemental Exec Ret Plan Trust
Attn Mutual Funds
766 Opld Hammonds Ferry Rd
Linthicum, MD 21090
8
<PAGE>
PROVIDENT INVESTMENT COUNSEL MID CAP FUND A:
Number of
Name & Address Shares Owned % of Fund Shares
-------------- ------------ ----------------
Merrill Lynch 301,150 26.67%
Attn Fund Admin SEC 97NM9
4800 Deer Lake Drive East 2nd Fl
Jacksonville, FL 32246
George E. Handtmann III Trste 97,013 8.59%
For Handtmann Family Trust
333 Lambert Rd.
Carpinterial, CA 93013
Donaldson Lufkin & Jenrette Secs Corp. 88,815 7.86%
Attn Mutual Funds
PO Box 2052
Jersey City, NJ 07303
Larry D Tashjian and Karen D Tashjian Trstes 87,521 7.75%
For Tashjian Family Trust
612 Bershire Avene
La Canada, CA 91011
Thomas J & Julie H Condon Trste 79,718 7.06%
For The Dondon Family Trust
850 Holladay Rd
San Marino, CA 91108
PROVIDENT INVESTMENT COUNSEL MID CAP FUND B:
Number of
Name & Address Shares Owned % of Fund Shares
-------------- ------------ ----------------
Merrill Lynch Pierce Fenner & Smith 261,568 96.91%
For the Sole Benefit of Its Customers
Attn Service Team
4800 Deer Lake Dr East 3rd Flr
Jacksonville, FL 32246
PROVIDENT INVESTMENT COUNSEL MID CAP FUND C:
Number of
Name & Address Shares Owned % of Fund Shares
-------------- ------------ ----------------
Merrill Lynch Pierce Fenner & Smith 33,685 99.85%
For the Sole Benefit of Its Customers
Attn Service Team
4800 Deer Lake Dr East 3rd Flr
Jacksonville, FL 32246
9
<PAGE>
PROVIDENT INVESTMENT COUNSEL SMALL COMPANY GROWTH FUND A:
Number of
Name & Address Shares Owned % of Fund Shares
-------------- ------------ ----------------
UMBSC & Co 724,199 23.37%
FBO Interstate Brands Corp
Aggressive Growth Acct
PO Box 419175
Kansas City, MO 64141-6175
Atlantic Trust Company NA 504,071 16.27%
Nominee Account
Attn Mutual Funds
100 Federal Street 37th Floor
Boston, MA 02110
Strafe & Co 426,001 13.75%
FAO 7000374600
P.O. Box 160
Westerville, OH 43086-0160
Charles Schwab & Co Inc. 288,062 9.30%
Special Custody Acct for Ben of Cust
Reinvest Account
101 Montgomery St
San Francisco, CA 94104-4122
UMBSC & Co Trste 247,582 7.99%
FBO IBC Savings Inv AGG GR
P.O. Box 419260
Kansas City, MO 64141
UMBSC & Co 237,003 7.65%
FBO Interstate Brands Unit
Elect-Mod Grt
PO Box 419175
Kansas City MO 64141-6175
PROVIDENT INVESTMENT COUNSEL SMALL COMPANY GROWTH FUND B:
Number of
Name & Address Shares Owned % of Fund Shares
-------------- ------------ ----------------
Merrill Lynch Pierce Fenner & Smith 87,696 97.64%
For the Sole Benefit of Its Customers
Attn Service Team
4800 Deer Lake Dr East 3rd Flr
Jacksonville, FL 32246
10
<PAGE>
PROVIDENT INVESTMENT COUNSEL SMALL COMPANY GROWTH FUND C:
Number of
Name & Address Shares Owned % of Fund Shares
-------------- ------------ ----------------
Merrill Lynch Pierce Fenner & Smith 4,837 98.98%
For the Sole Benefit of Its Customers
Attn Service Team
4800 Deer Lake Dr East 3rd Flr
Jacksonville, FL 32246
PIC SMALL CAP GROWTH FUND I:
Number of
Name & Address Shares Owned % of Fund Shares
-------------- ------------ ----------------
State Street Bank and Trust Company 1,684,353 24.79%
Trst Glaxo Wellcom Inc. Master Retire Tr
TRATTN Jeff Peterson Master TR Div SWB5-
105 Rosemont Ave
West Wood, MA 02090
HSBC Bank USA Trste 1,181,650 17.39%
HSBC Bank USA Tip C3
PO Box 1329
Buffalo, NY 14240
Summit Bank Trste 986,179 14.51%
For Atlantic Health System Pension Trust
210 Main St 7th Floor
Hackensack, NJ 07602
State Street Bank and Trust Company 932,406 13.72%
Trst Glaxo Wellcom Cash Balance Plan
105 Rosemont Ave
Westwood, MA 02090
US Bank National Assoc 923,435 13.59%
Cust Idaho Power Co Emp Savings
PO Box 64010
St. Paul, MN 55164-0010
OTHER MATTERS TO COME BEFORE THE MEETING
The Trust's management does not know of any matters to be presented at the
Meeting other than those described in this Proxy Statement. If other business
should properly come before the Meeting, the proxy holders will vote thereon in
accordance with their best judgment.
TRUSTEES AND EXECUTIVE OFFICERS
Information about the executive officers and Trustees of the Trust and
Portfolios is set forth below. The address of each is the same as that of PIC
and the Funds.
11
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OFFICES WITH THE PRINCIPAL OCCUPATIONS DURING
NAME AND AGE TRUST OR PORTFOLIOS THE PAST FIVE YEARS
------------ ------------------- -------------------
<S> <C> <C>
Douglass B. Allen* 38 Trustee and President of the Vice President of PIC.
Trust and the Portfolios
Aaron W.L. Eubanks, Sr., 38 Vice President and Secretary of Chief Operating Officer of PIC since
the Trust and the Portfolios August, 1999; formerly, Director of
Operations of PIC
William T. Warnick, 31 Vice President and Treasurer of Chief Financial Officer of PIC since
the Trust and the Portfolios August, 1999; formerly, Controller of PIC
Jettie M. Edwards, 54 Trustee of the Trust and the Consulting principal of Syrus Associates,
Portfolios Inc. consulting firm; Director of the
PBHG Funds, Inc.; Director of PBHG
Insurance Series Fund, Inc.; Trustee of
EQ Advisors Trust.
Richard N. Frank, 76 Trustee of the Trust and the Chairman, Lawry's Restaurants, .Inc.;
Portfolios formerly, Chairman of Lawry's Foods, Inc.
James Clayburn LaForce, 76 Trustee of the Trust and the Dean Emeritus, John E. Anderson Graduate
Portfolios School of Management, University of
California, Los Angeles. Director of The
Black Rock Funds. Trustee of The Payden
& Rygel. Investment Group. Director of
the Timken Co., Jacobs Engineering Group
and TIM.
Angelo R. Mozilo, 61 Trustee of the Trust and the Chairman and CEO and President of
Portfolios Countrywide Credit Industries (mortgage
banking)
Wayne H. Smith, 59 Trustee of the Trust and the Vice President Financial Services and
Portfolios Treasurer of Avery Dennison Corporation
(pressure sensitive material and office
products manufacturer)
Thomas J. Condon*, 61 Trustee of the Trust and the Managing Director of PIC.
Portfolios
</TABLE>
* Denotes Trustees who are "interested persons" of the Trust or the Portfolios
under the 1940 Act.
PAYMENT OF EXPENSES
United Asset Management Corporation or its affiliated companies will pay
the expenses of the preparation, printing and mailing of this Proxy Statement
and its enclosures and of all solicitations.
12
<PAGE>
SHAREHOLDER PROPOSALS
The Meeting is a special meeting of shareholders. The Trust is not required
to, nor does it intend to, hold regular annual meetings of its shareholders. If
such a meeting is called, any shareholder who wishes to submit a proposal for
consideration at the meeting should submit the proposal promptly to the Trust.
REPORTS TO SHAREHOLDERS
The Trust will furnish, without charge, a copy of the most recent Annual
and Semi-Annual Reports to Shareholders of the Funds on request. Requests for
such reports should be directed to the Trust c/o Provident Investment Counsel,
300 North Lake Avenue, Pasadena, California 91101-4022, or to (800) 576-8229.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED,
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
Douglass B. Allen
President
Pasadena, California
September 11, 2000
13
<PAGE>
EXHIBIT A
FORM OF NEW MANAGEMENT AGREEMENT
PIC _______________ PORTFOLIO
AGREEMENT made this _____ day of___________, 2000, by and between PIC
_____________ PORTFOLIO (the "Trust"), a trust organized under the laws of the
State of New York, and PROVIDENT INVESTMENT COUNSEL, INC. (the "Advisor"), a
Massachusetts corporation.
W I T N E S S E T H:
In consideration of the mutual promises and agreements herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as follows:
l. In General
The Trust hereby appoints the Advisor to act as investment adviser to
the Trust. The Advisor agrees, all as more fully set forth herein, to
provide professional investment management with respect to the investment
of the assets of the Trust and to supervise and arrange the purchase and
sale of securities held in the portfolio of the Trust.
2. DUTIES AND OBLIGATIONS OF THE ADVISOR WITH RESPECT TO MANAGEMENT OF THE
TRUST
(a) Subject to the succeeding provisions of this section and subject
to the direction and control of the Board of Trustees of the Trust, the
Advisor shall:
(i) Decide what securities shall be purchased or sold by the
Trust and when; and
(ii) Arrange for the purchase and the sale of securities held in
the portfolio of the Trust by placing purchase and sale orders for the
Trust.
(b) Any investment purchases or sales made by the Advisor shall at all
times conform to, and be in accordance with, any requirements imposed by:
(l) the provisions of the Investment Company Act of 1940 (the "Act") and of
any rules or regulations in force thereunder; (2) any other applicable
provisions of law; (3) the provisions of the Declaration of Trust and
By-Laws of the Trust as amended from time to time; (4) any policies and
determinations of the Board of Trustees of the Trust; and (5) the
fundamental policies of the Trust, as reflected in its registration
statement under the Act, or as amended by the shareholders of the Trust.
14
<PAGE>
(c) The Advisor shall give the Trust the benefit of its best judgment
and effort in rendering services hereunder. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties ("disabling conduct") hereunder on the part of the
Advisor (and its officers, directors, agents, employees, controlling
persons, shareholders and any other person or entity affiliated with the
Advisor) the Advisor shall not be subject to liability to the Trust or to
any shareholder of the Trust for any act or omission in the course of, or
connected with rendering services hereunder, including without limitation,
any error of judgment or mistake of law or for any loss suffered by any of
them in connection with the matters to which this Agreement related, except
to the extent specified in Section 36(b) of the Act concerning loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services. Except for such disabling conduct, the Trust
shall indemnify the Advisor (and its officers, directors, agents,
employees, controlling persons, shareholders and any other person or entity
affiliated with the Advisor) from any liability arising from the Advisor's
conduct under this Agreement to the extent permitted by the Declaration of
Trust and applicable law.
(d) Nothing in this Agreement shall prevent the Advisor or any
affiliated person (as defined in the Act) of the Advisor from acting as
investment adviser or manager and/or principal underwriter for any other
person, firm or corporation and shall not in any way limit or restrict the
Advisor or any such affiliated person from buying, selling or trading any
securities for its or their own accounts or the accounts of others for whom
it or they may be acting, provided, however, that the Advisor expressly
represents that it will undertake no activities which, in its judgment,
will adversely affect the performance of its obligations to the Trust under
this Agreement.
(e) It is agreed that the Advisor shall have no responsibility or
liability for the accuracy or completeness of the Trust's Registration
Statement under the Act except for information supplied by the Advisor for
inclusion therein.
3. Broker-Dealer Relationships
In connection with its duties set forth in Section 2(a)(ii) of this
Agreement to arrange for the purchase and the sale of securities held by
the Trust by placing purchase and sale orders for the Trust, the Advisor
shall select such broker-dealers ("brokers") as shall, in the Advisor's
judgment, implement the policy of the Trust to achieve "best execution",
i.e., prompt and efficient execution at the most favorable securities
price. In making such selection, the Advisor is authorized to consider the
reliability, integrity and financial condition of the broker. The Advisor
is also authorized to consider whether the broker provides brokerage and/or
15
<PAGE>
research services to the Trust and/or other accounts of the Advisor. The
commissions paid to such 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. 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. 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 this Agreement; (ii) provide
lawful and appropriate assistance to the Advisor in the performance of its
decision-making responsibilities; and (iii) were within a reasonable range
as compared to the rates charged by qualified brokers to other
institutional investors as such rates may become known from available
information. The Trust recognizes that, on any particular transaction, a
higher than usual commission may be paid due to the difficulty of the
transaction in question. The Advisor also is authorized to consider sales
of shares as a factor in the selection of brokers to execute brokerage and
principal transactions, subject to the requirements of "best execution", as
defined above.
4. Allocation of Expenses
The Advisor agrees that it will furnish the Trust, at the Advisor's
expense, with all office space and facilities, and equipment and clerical
personnel necessary for carrying out its duties under this Agreement. The
Advisor will also pay all compensation of all Trustees, officers and
employees of the Trust who are affiliated persons of the Advisor. All costs
and expenses not expressly assumed by the Advisor under this Agreement
shall be paid by the Trust, including, but not limited to (i) interest and
taxes; (ii) brokerage commissions; (iii) insurance premiums; (iv)
compensation and expenses of its Trustees other than those affiliated with
the Advisor or its Administrator; (v) legal and audit expenses; (vi) fees
and expenses of the Trust's custodian, transfer agent and accounting
services agent; (vii) expenses incident to the issuance of its shares,
including stock certificates and issuance of shares on the payment of, or
reinvestment of, dividends; (viii) fees and expenses incident to the
registration under Federal or state securities laws of the Trust or its
shares; (ix) expenses of preparing, printing and mailing reports, notices,
proxy material and prospectuses to shareholders of the Trust; (x) all other
expenses incidental to holding meetings of the Trust's shareholders; (xi)
16
<PAGE>
dues or assessments of or contributions to the Investment Company Institute
or any successor or other industry association; (xii) such non-recurring
expenses as may arise, including litigation affecting the Trust and the
legal obligations which the Trust may have to indemnify its officers and
Trustees with respect thereto; (xiii) fees of the Trust's Administrator and
(xiii) the organization costs of the Trust.
5. Compensation of the Advisor
(a) The Trust agrees to pay the Advisor and the Advisor agrees to
accept as full compensation for all services rendered by the Advisor as
such, an annual management fee, payable monthly and computed on the value
of the net assets of the Trust as of the close of business each business
day at the annual rate of ____% of such net assets of the Trust.
(b) In the event the expenses of the Trust (including the fees of the
Advisor and the Administrator and amortization of organization expenses but
excluding interest, taxes, brokerage commissions, extraordinary expenses
and sales charges and distribution fees) for any fiscal year exceed the
limits set by applicable regulations of state securities commissions in
states where the Trust's shares are registered or qualified for sale, the
Advisor will reduce its fee by the amount of such excess. Any such
reductions are subject to readjustment during the year. The payment of the
management fee at the end of any month will be reduced or postponed or, if
necessary, a refund will be made to the Trust so that at no time will there
be any accrued but unpaid liability under this expense limitation.
6. Duration and Termination
(a) This Agreement shall go into effect on the date set forth above
and shall, unless terminated as hereinafter provided, continue in effect
until the earlier of December ___, 2002 or the first meeting of
shareholders of the Trust and, if approved at that meeting, until the next
December 30 after that meeting and thereafter from year to year, but only
so long as such continuance is specifically approved at least annually by
the Trust's Board of Trustees, including the vote of a majority of the
Trustees who are not parties to this Agreement or "interested persons" (as
defined in the Act) of any such party cast in person at a meeting called
for the purpose of voting on such approval, or by the vote of the holders
of a "majority" (as so defined) of the outstanding voting securities of the
Trust.
(b) This Agreement may be terminated by the Advisor at any time
without penalty upon giving the Trust sixty (60) days' written notice
(which notice may be waived by the Trust) and may be terminated by the
Trust at any time without penalty upon giving the Advisor sixty (60) days'
written notice (which notice may be waived by the Advisor), provided that
17
<PAGE>
such termination by the Trust shall be directed or approved by the vote of
a majority of all of its Trustees in office at the time or by the vote of
the holders of a majority (as defined in the Act) of the voting securities
of the Trust. This Agreement shall automatically terminate in the event of
its assignment (as so defined).
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument
to be executed by duly authorized persons and their seals to be hereunto
affixed, all as of the day and year first above written.
PIC ______________ PORTFOLIO
By
-------------------------------------
ATTEST:
-------------------------------
PROVIDENT INVESTMENT COUNSEL, INC.
By
-------------------------------------
ATTEST:
-------------------------------
18
<PAGE>
EXHIBIT B
A. Advisory Fees
<TABLE>
<CAPTION>
Annual
Investment Annual Expense
Last Approved Advisory Fee as Limitation (as Advisory Fee
Date of Current by the a Percentage of a percentage of without Expense Net Advisory
Management Board of Average Daily Average Daily Limitation for Fee for Last
Portfolio Agreement Trustees Net Assets Net Assets) Last Fiscal Year Fiscal Year
--------- --------- -------- ---------- ----------- ---------------- -----------
<S> <C> <C> <C> <C> <C> <C>
PIC Balanced Portfolio 6/11/92 12/15/99 0.60% 0.80% $ 191,721 $ 101,317
PIC Growth Portfolio 6/11/92 12/15/99 0.80% 1.00% 1,337,089 1,329,942
PIC Mid Cap Portfolio 12/31/97 12/15/99 0.70% 0.90% 58,869 0
PIC Small Cap Portfolio 9/30/93 12/15/99 0.80% 1.00% 1,793,492 1,789,614
</TABLE>
B. Co-Administration Fees Paid by the Trust
<TABLE>
<CAPTION>
Annual Expense Administration Fee
Limitation* (as a without Expense Net Administration
percentage of Average Limitation for Last Fee for Last
Fund Daily Net Assets) Fiscal Year Fiscal Year
---- ----------------- ----------- -----------
<S> <C> <C> <C>
Provident Investment Counsel Balanced Fund A 1.05% $ 63,395 $ 0
Provident Investment Counsel Growth Fund A 1.35% 11,251 0
Provident Investment Counsel Growth Fund B 2.10% 458 0
Provident Investment Counsel Growth Fund I 1.25% 322,505 137,889
Provident Investment Counsel Mid Cap Fund A 1.39% 16,589 0
Provident Investment Counsel Mid Cap Fund B 2.14% 124 0
Provident Investment Counsel Mid Cap Fund C 2.14% N/A N/A
Provident Investment Counsel Small Company Growth Fund A 1.55% 2,263 0
Provident Investment Counsel Small Company Growth Fund B 2.10% 59 0
Provident Investment Counsel Small Company Growth Fund C 2.10% N/A N/A
Provident Investment Counsel Small Cap Growth Fund I 1.00% 386,716 244,4.37
</TABLE>
* Includes expenses allocated from the Portfolios.
<PAGE>
PROXY
SPECIAL MEETING OF SHAREHOLDERS OF PIC INVESTMENT TRUST,
OCTOBER 13, 2000
SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Douglass B. Allen and Aaron W.L. Eubanks,
Sr., and each of them individually, as proxies of the undersigned, each with the
power to appoint his substitute, for the Special Meeting of Shareholders of PIC
Investment Trust (the "Trust") to be held on October 13, 2000 at the offices of
Provident Investment Counsel, 300 North Lake Avenue, Pasadena, California 91101
at 10:00 a.m., or at any and all adjournments thereof (the "Meeting"), to vote,
as designated below, all shares of the Fund held by the undersigned at the close
of business on August 2, 2000. Capitalized terms used without definition have
the meanings given to them in the accompanying Proxy Statement.
A signed proxy will be voted in favor of the Proposal listed below unless
you have specified otherwise. Please sign, date and return this proxy promptly.
You may vote only if you held shares in the Fund at the close of business on
August 2, 2000. Your signature authorizes the proxies to vote in their
discretion on such other business as may properly come before the Meeting
including, without limitation, all matters incident to the conduct of the
Meeting.
Please vote by filling in the boxes below.
Proposal 1 To approve a new management agreement between the Portfolio in
which the Fund invests and Provident Investment Counsel, Inc. ("PIC")
pursuant to which PIC will act as adviser with respect to the assets of the
Portfolio, to become effective upon the closing of the Transaction.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign exactly as name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder should sign.
------------------------------------ -----------------------------------------
[Shareholder Name] [Joint Shareholder Name, if held jointly]
------------------------------------ -----------------------------------------
Title (if applicable) Title (if applicable)
Date: Date:
------------------------------------ -----------------------------------------
