PIC INVESTMENT TRUST, 485APOS, 1996-04-04

PIC INVESTMENT TRUST
485APOS, 1996-04-04

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<PAGE> 1
File No. 33-44579
811-6498

THIS AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED
BY THE BOARDS OF TRUSTEES OF THE REGISTRANT AND THE PORTFOLIOS

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 10 /x/

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 / /
AMENDMENT NO. 13 /x/

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

300 NORTH LAKE AVENUE
PASADENA, CA 91101-4106
(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER (INCLUDING AREA CODE): (818) 449-8500

THAD M. BROWN
PROVIDENT INVESTMENT COUNSEL
300 NORTH LAKE AVENUE
PASADENA, CA 91101-4106
(Name and address of agent for service of process)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the
effective date of the registration statement.

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

/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
/ / 75 days after filing pursuant to paragraph (a)(ii)
/x/ on June 20, 1996 pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box

/ / this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

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- --------------------------------------------------------------------------------

Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Registrant has previously elected to register an indefinite number of shares of
beneficial interest, $.001.

The Registrant filed its 24f-2 Notice on November 28, 1995.

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<PAGE> 2
PIC INVESTMENT TRUST

FORM N-1A
Cross-Reference Sheet
(For the PIC Institutional Small Cap. Fund and MidCap Prospectuses)

<TABLE>
<CAPTION>
Form N-1A
Item No. Item Location in Prospectus
- -------- ---- ----------------------

Part A
- ------
<S> <C>
1. Cover Page Cover page
2. Synopsis "The Fund at a Glance"; "Expenses"
3. Condensed Financial Information Not applicable
4. General Description of Registrant "Structure of the Fund and the Portfolios"; "The Fund in
Detail"; "Information about the Fund's Investments";
Securities and Investment Practices"
5. Management of the Fund "Charter"; "Breakdown of Expenses"; "How to Buy Shares"
5A. Management's Discussion of Fund
Performance Not applicable
6. Capital Stock and Other Securities "General Information"; "Dividends, Capital Gains and
Taxes"
7. Purchase of Securities Being Offered "How to Buy Shares"; "Investor Services"
8. Redemption or Repurchase "How to Sell Shares"
9. Pending Legal Proceedings Not applicable

Part B Location in SAI
- ------ ---------------
10. Cover Page Cover Page
11. Table of Contents "Table of Contents"
12. General Information and History Not applicable
13. Investment Objective and Policies "Investment Objectives and Policies"
14. Management of the Fund "Management"
15. Control Persons and Principal Holders of
Securities "General Information"
16. Investment Advisory and Other Services "Management"
17. Brokerage Allocation "Portfolio Transactions and Brokerage"
18. Capital Stock and Other Securities "General Information"
19. Purchase, Redemption and Pricing
of Securities Being Offered "Net Asset Value"
20. Tax Status "Taxation"
21. Underwriters Not applicable
22. Calculation of Performance Data "Performance Information"
23. Financial Statements "Financial Statements"
</TABLE>

<PAGE> 3
Please read this prospectus before investing, and keep it on file for future
reference. It contains important information, including how the Fund invests and
the services available to shareholders.

To learn more about the Fund and its investments, you can obtain a copy of the
Fund's most recent financial reports and portfolio listing, or a copy of the
Statement of Additional Information (SAI) dated June 20, 1996. The SAI has been
filed with the Securities and Exchange Commission (SEC) and is incorporated
herein by reference (legally forms a part of this prospectus). For a free copy
of either document, call (800) 618-7643.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the U.S. Government, the FDIC,
the Federal Reserve Board, or any other U.S. Government agency, and are subject
to investment risk, including the possible loss of principal.

THE FUND, UNLIKE MANY OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR
OWN PORTFOLIOS OF SECURITIES, SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVE BY
INVESTING ALL OF ITS ASSETS IN THE PIC MIDCAP PORTFOLIO. INVESTORS SHOULD
CAREFULLY CONSIDER THIS INVESTMENT APPROACH. FOR ADDITIONAL INFORMATION, SEE
"STRUCTURE OF THE FUND AND THE PORTFOLIO" AND "INVESTMENT OBJECTIVES AND
POLICIES" IN THIS PROSPECTUS.

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

PIC

MIDCAP

FUND

This Fund is a growth fund. It seeks to increase the value of your investment
over the long term. The Fund invests primarily in equity securities of companies
with medium market capitalizations.

PROSPECTUS
JUNE 20 , 1996

PROVIDENT INVESTMENT COUNSEL
300 NORTH LAKE AVENUE
PASADENA, CA 91101
<PAGE> 4

CONTENTS

KEY FACTS 3 THE FUND AT A GLANCE
3 WHO MAY WANT TO INVEST
4 EXPENSES

THE FUND IN DETAIL 5 STRUCTURE OF THE FUND AND THE PORTFOLIOS
6 CHARTER How the Fund is organized
6 PIC The Fund's Advisor

6 INFORMATION ABOUT THE FUND'S
INVESTMENTS The Fund's overall approach
to investing.
7 SECURITIES AND INVESTMENT
PRACTICES More information about how
the Fund invests.
9 BREAKDOWN OF EXPENSES How operating
costs and calculated and what they
include.

YOUR ACCOUNT 10 WAYS TO SET UP YOUR ACCOUNT
11 HOW TO BUY SHARES
12 HOW TO SELL SHARES

14 INVESTOR SERVICES Services to help you
manage your account

SHAREHOLDER AND ACCOUNT 15 DIVIDENDS, CAPITAL GAINS AND TAXES
POLICIES 16 TRANSACTION DETAILS Share price calcula-
tions and the timing of purchases and
redemptions.

18 EXCHANGE RESTRICTIONS

GENERAL INFORMATION 19

PROSPECTUS 2
<PAGE> 5

KEY FACTS

THE FUND AT A GLANCE

MANAGEMENT: Provident Investment Counsel (PIC), located in Pasadena, California
since 1951, is the Fund's Advisor. At December 31, 1995, total assets under
PIC's management were $17 billion.

GOAL: Long term growth of capital (increase in the value of the Fund's shares).
As with any mutual fund, there is no assurance that the Fund will achieve its
goal.

STRATEGY: Invests in the PIC MidCap Portfolio, which invests mainly in equity
securities of companies with medium market capitalizations.

WHO MAY WANT TO INVEST

The Fund may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially above average long-term returns.
The Fund is designed for those who want to focus on medium capitalization stocks
in search of above average returns. A company's market capitalization is the
total market value of its outstanding common stock.

The value of the Fund's investments will vary from day to day, and generally
reflects market conditions, interest rates, and other company, political or
economic news. In the short term, stock prices can fluctuate dramatically in
response to these factors. The securities of smaller (including
medium-capitalization), less well-known companies may be more volatile than
those of larger companies. Over time, however, medium-capitalization stocks have
shown greater growth potential than those of larger-capitalization companies.
When you sell your shares, they may be worth more or less than what you paid for
them. By itself, the Fund does not constitute a balanced investment plan.

3 PROSPECTUS
<PAGE> 6

KEY FACTS - CONTINUED

EXPENSES

SHAREHOLDER TRANSACTIONS EXPENSES are charges you pay when you buy, sell or hold
shares in a fund.

Maximum sales charge None
Maximum sales charge on reinvested
dividends None
Deferred sales charge on redemptions None

ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets. The Fund
indirectly pays an investment advisory fee equal to .60% of the Fund's average
net assets. It also incurs other expenses for services such as administrative
services, maintaining shareholder records and furnishing shareholder statements
and financial reports. The Fund's expenses are factored into its share price or
dividends and are not charged directly to shareholder accounts.

The following are projections based on estimated expenses, and are calculated as
a percentage of average net assets. PIC reimburses the Fund for any expenses in
excess of 0.90% of average net assets. Without this reimbursement, the total
fund operating expenses would be estimated to be 1.50%.

<TABLE>
<S> <C>
Management fee .60%
12b-1 fee NONE
Other expenses .30%
----
TOTAL FUND OPERATING EXPENSES .90%
</TABLE>

EXAMPLE: Let's say, hypothetically, that the Fund's annual return is 5% and that
its operating expenses are exactly as just described. For every $1,000 you
invest, here's how much you would pay in total expenses if you close your
account after the number of years indicated:

<TABLE>
<S> <C>
After 1 year $ 9
After 3 years $ 29
</TABLE>

This example illustrates the effect of expenses, but it is not meant to suggest
actual or expected costs or returns, all of which may vary.

PROSPECTUS 4
<PAGE> 7

THE FUND IN DETAIL

STRUCTURE OF THE FUND AND THE PORTFOLIO

UNLIKE MANY OTHER MUTUAL FUNDS which directly acquire and manage their own
portfolio securities, the Fund seeks to achieve its investment objective by
investing all of its assets in the PIC MidCap Portfolio. This Portfolio is a
separate registered investment company with the same investment objective as the
Fund. Since the Fund will not invest in any securities other than shares of the
Portfolio, investors in the Fund will acquire only an indirect interest in the
Portfolio. The Fund's and Portfolio's investment objective cannot be changed
without shareholder approval.

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

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

Whenever the Fund is requested to vote on matters pertaining to the Portfolio,
the Fund will hold a meeting of its shareholders, and the Fund's votes with
respect to the Portfolio will be cast in the same proportion as the shares of
the Fund for which voting instructions are received. For further information,
see "Charter--PIC," "Information aboutt the Fund's Investments" and "Secu-
rities and Investment Practices."

5 PROSPECTUS
<PAGE> 8
THE FUND IN DETAIL - CONTINUED

CHARTER

THE PIC MIDCAP FUND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. In technical terms, the Fund is a
diversified series of PIC Investment Trust, which is an open-end management
investment company, organized as a Delaware business trust on December 11, 1991.

THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for protecting
the interests of shareholders. The Trustees are experienced executives who meet
throughout the year to oversee the Fund's activities, review contractual
arrangements with companies that provide services to the Fund, and review
performance. The majority of Trustees are not otherwise affiliated with PIC.

THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings may
be called to elect or remove Trustees, change fundamental policies, approve an
investment advisory contract, or for other purposes. Shareholders not attending
these meetings are encouraged to vote by proxy. The Fund will mail proxy
materials in advance, including a voting card and information about the
proposals to be voted on. The number of votes you are entitled to is based on
the number of shares you own.

PIC IS THE ADVISER TO THE PIC MIDCAP PORTFOLIO, in which the Fund invests. An
investment committee of PIC formulates and implements an investment program for
the Fund, including determining which securities should be bought and sold. PIC
may use broker-dealers that sell shares of the Fund to carry out transactions
for the Fund, provided that the Fund receives brokerage services and commission
rates comparable to those of other broker-dealers.

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.

INFORMATION ABOUT THE FUND'S INVESTMENTS

THE FUND SEEKS LONG TERM GROWTH OF CAPITAL by investing in the PIC MidCap
Portfolio, which in turn invests primarily in equity securities of companies
with medium market capitalizations. Because the investment characteristics of
the Fund will correspond directly to those of the Portfolio, the following is a
discussion of the various investments of, and techniques employed by, the
Portfolio.

PIC will invest at least 65%, and normally at least 95%, of the Portfolio's
total assets in these

PROSPECTUS 6
<PAGE> 9
THE FUND IN DETAIL - CONTINUED

securities. The Portfolio has flexibility, however, to invest the balance in
other market capitalizations and security types. Medium market capitalization
companies are those whose market capitalization falls within the range of $500
million to $5 billion at the time of the Portfolio's investment. Companies whose
capitalization falls outside this range after purchase continue to be considered
medium capitalization for the purposes of the Portfolio's investment policy.
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 capitalization companies.

The value of the Portfolio's domestic and foreign investments varies in response
to many factors. Stock values fluctuate in response to the activities of
individual companies and general market and economic conditions. Investments in
foreign securities may involve risks in addition to those of U.S. investments,
including increased political and economic risk, as well as exposure to currency
fluctuations.

As a mutual fund, the Portfolio seeks to spread investment risk by diversifying
its holdings among many companies and industries. Of course, when you sell your
shares of the Fund, they may be worth more or less than what you paid for them.

PIC normally invests the Portfolio's assets according to its investment
strategy. The Portfolio also reserves the right to invest without limitation in
short term instruments for temporary, defensive purposes.

SECURITIES AND INVESTMENT PRACTICES.

The following pages contain more detailed information about the types of
instruments in which the Portfolio may invest, and strategies PIC may employ in
pursuit of the Portfolio's investment objective. A summary of risks and
restrictions associated with these instrument types and investment practices is
included as well. A complete listing of the Fund's policies and limitations and
more detailed information about the Portfolio's investments is contained in the
SAI. Policies and limitations are considered at the time of purchase; the sale
of instruments is not required in the event of a subsequent change in
circumstances.

PIC may not buy all of these instruments or use all of these techniques to the
full extent permitted unless it believes that doing so will help the Portfolio
achieve its goals. Current holdings and recent investment strategies are
described in the Fund's financial reports which are sent to shareholders twice a
year. For a free SAI or financial report, call (800) 618- 7643.

EQUITY SECURITIES are common stocks and other kinds of securities that have the
characteristics of common stocks.

7 PROSPECTUS
<PAGE> 10
THE FUND IN DETAIL - CONTINUED

These other securities include bonds, debentures and preferred stocks which can
be converted into common stocks. They also include warrants and options to
purchase common stocks.

Restriction: With respect to 75% of total assets, the Portfolio may not own more
than 10% of the outstanding voting securities of a single issuer.

SHORT TERM INVESTMENTS are debt securities that mature within a year of the date
they are purchased by the Portfolio. Some specific examples of short term
investments are commercial paper, bankers' acceptances, certificates of deposit
and repurchase agreements.

Restriction: The Portfolio will only purchase short term investments which are
"high quality." High quality means the investments have been rated A-1 by S&P or
Prime-1 by Moody's, or have an issue of debt securities outstanding rated at
least A by S&P or Moody's. The term also applies to short term investments that
PIC believes are comparable in quality to those with an A-1 or Prime-1 rating.
U.S. Government securities are always considered to be high quality.

REPURCHASE AGREEMENTS. In a repurchase agreement, the Portfolio buys a security
at one price and simultaneously agrees to sell it back at a higher price. Delays
or losses could result if the other party to the agreement defaults or becomes
insolvent.

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

Restriction: The Portfolio may invest no more than 20% of its total assets in
foreign securities, and it will only purchase foreign securities or American
Depositary Receipts which are listed on a national securities exchange or
included in the NASDAQ National Market System.

OPTIONS AND FUTURES. The Portfolio has the right to use options and futures to
hedge its investments in securities, but PIC does not expect to use these
instruments during this fiscal year. The Fund will advise you before any
investment will be madein options or futures. See the SAI for details.

FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS

Some of the policies and restrictions discussed on this and the preceding pages
are fundamental; that is, subject to change only by shareholder approval. The
following paragraph

PROSPECTUS 8
<PAGE> 11
THE FUND IN DETAIL - CONTINUED

states all those that are fundamental. All policies stated throughout the
prospectus, other than those identified in the following paragraph, can be
changed without shareholder approval.

The Fund seeks long term growth of capital. The Portfolio, with respect to 75%
of total assets, may not invest more than 5% of its total assets in any one
issuer and may not own more than 10% of the outstanding voting securities of a
single issuer. The Portfolio may not invest more than 25% of its total assets in
anyone industry.

BREAKDOWN OF EXPENSES

Like all mutual funds, the Fund pays fees related to its daily operations.
Expenses paid out of the Fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted from
shareholder accounts.

The Portfolio pays an INVESTMENT ADVISORY FEE to PIC each month for managing its
investments, at the annual rate of 0.80% of the Fund's average net assets.

While the investment advisory fee is a significant component of the Portfolio's
(and thus the Fund's) annual operating costs, the Fund also pays OTHER EXPENSES.
The Fund and the Portfolio each pay a monthly administration fee to Investment
Company Administration Corporation for managing some of their business affairs.
The Portfolio pays a fee at the annual rate of 0.10% of its average net assets,
and the Fund pays an annual fee of $15,000. The Fund and the Portfolio also pay
other expenses, such as legal, audit, custodian and transfer agency fees, as
well as the compensation of Trustees who are not affiliated with PIC.

PIC expects that the Portfolio's portfolio turnover rate will normally not
exceed 100 %.

PIC has agreed to reimburse the Fund for investment advisory fees and other
expenses above 0.90% of the Fund's average net assets. PIC retains the ability
to be repaid by the Fund if expenses subsequently fall below the specified limit
within the next three years. This reimbursement arrangement, which may be
terminated at any time without notice, will decrease the Fund's expenses and
boost its performance.

9 PROSPECTUS
<PAGE> 12
YOUR ACCOUNT

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS

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

RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES

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

- - INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal age and under 70
1/2 with earned income to invest up to $2000 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.

PROSPECTUS 10
<PAGE> 13
YOUR ACCOUNT - CONTINUED

HOW TO BUY SHARES

ONCE EACH BUSINESS DAY, THE FUND CALCULATES ITS SHARE PRICE: The share price is
the Fund's net asset value (NAV). Shares are purchased at the next share price
calculated after your investment is received and accepted. Share price is
normally calculated at 4 p.m. Eastern time.

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.

RODNEY SQUARE MANAGEMENT CORPORATION (RSMC) is the Fund's Transfer Agent; its
address is 1105 N. Market Street, 3rd floor, Wilmington, Delaware 19890, and its
mailing address is P.O. Box 8987, Wilmington, DE 19899.

FIRST FUND DISTRIBUTORS, INC., 4455 E. Camelback Road, Suite 261E, Phoenix AZ
85018, is the Trust's principal underwriter.

MINIMUM INVESTMENTS

<TABLE>
<S> <C>
TO OPEN AN ACCOUNT* $500,000
For retirement accounts $ 500
TO ADD TO AN ACCOUNT $ 250
For retirement plans $ 250
Through automatic investment plans $ 100
MINIMUM BALANCE $ 1,000
For retirement accounts $ 500
</TABLE>

*The minimum may be waived for advisors or financial institutions offering
investors a program of services, or any other person or organization deemed
appropriate by the Fund.

FOR INFORMATION: (800) 618-7643

TO INVEST
BY MAIL: PIC Funds
P.O. Box 8981
Wilmington, DE
19899

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

11 PROSPECTUS
<PAGE> 14
YOUR ACCOUNT - CONTINUED

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
share price calculated after your order is received and accepted. Share price is
normally calculated at 4 p.m. Eastern time.

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, leave at least $1,000 worth
of shares in the account to keep it open ($500 for retirement accounts).

CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to protect
you and the Fund from fraud. Your request must be made in writing and include a
signature guarantee if any of the following situations apply:

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

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

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

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

You should be able to obtain a signature guarantee from a bank, broker-dealer,
credit union (if authorized under state law), securities exchange or
association, clearing agency or savings association. 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 in the table at right.

- - Unless otherwise instructed, PIC will send a check to the record address.
Mail your letter to:

PIC Funds
P.O. Box 8987
Wilmington, DE 19899

PROSPECTUS 12
<PAGE> 15

YOUR ACCOUNT - CONTINUED

- --------------------------------------------------------------------------------
ACCOUNT TYPE SPECIAL REQUIREMENTS
- --------------------------------------------------------------------------------
PHONE All account types - Maximum check request: $100,000
(800) 618-7643 except retirement
- --------------------------------------------------------------------------------
MAIL OR IN Individual, Joint - The letter of instructions must
PERSON Tenant, Sole be signed be all persons
Proprietorship, required to sign for
UGMA, UTMA transactions, exactly as their
names appear on the account.

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

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

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

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

Executor, Administrator, - Call (800) 618-7643 for
Conservator, Guardian instructions.
- --------------------------------------------------------------------------------
WIRE All account types - You must sign up for the wire
except retirement feature before using it. To
verify that it is in place, call
(800) 544-6666. Minimum 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.

13 PROSPECTUS
<PAGE> 16
YOUR ACCOUNT - CONTINUED

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)

- - Financial reports (every six months)

TRANSACTION SERVICES

EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other PIC
funds by telephone or in writing without an exchange fee. Note that exchanges
into the Fund are limited to four per calendar year, and that they may have tax
consequences for you.

SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.

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,
or between fund accounts, automatically. 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.

PROSPECTUS 14
<PAGE> 17
SHAREHOLDER ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES

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

DISTRIBUTION OPTIONS

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

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

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

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

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

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 earnings along to its
investors as distributions.

The Fund earns dividends from stocks and interest from short term investments.
These are passed along as DIVIDEND DISTRIBUTIONS. The Fund realizes capital
gains whenever it sells securities for a higher price than it paid for them.
These are passed along as CAPITAL GAIN DISTRIBUTIONS.

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

TAXES

As with any investment, you should consider how your investment in the Fund will
be taxed. If your account is not a tax-deferred retirement account, you should
be aware of these tax implications.

TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax, and may
also be subject to state or local taxes. If you live outside the United States,
your distributions could also be taxed by the country in which you reside. Your
distributions are taxable when they are paid, whether you take them in

15 PROSPECTUS
<PAGE> 18
SHAREHOLDER ACCOUNT POLICIES - CONTINUED

cash or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.

For federal tax purposes, the Fund's income and short term capital gain
distributions are taxed as dividends; long term capital gain distributions are
taxed as long term capital gains. Every January, PIC will send you and the IRS a
statement showing the taxable distributions.

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

Whenever you sell shares of the Fund, PIC will send you a confirmation statement
showing how many shares you sold and at what price. You will also receive a
consolidated transaction statement every January. However, it is up to you or
your tax preparer to determine whether the sales 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.

"BUYING A DIVIDEND." If you buy shares just before the Fund deducts a
distribution from its NAV, you will pay the full price for the shares and then
receive a portion of the price back in the form of a taxable distribution.

There are tax requirements that all funds must follow in order to avoid federal
taxation. In its effort to adhere to these requirements, the Fund may have to
limit its investment activity in some types of instruments.

TRANSACTION DETAILS

THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE) is
open. PIC calculates the Fund's NAV as of the close of business of the NYSE,
normally 4 p.m. Eastern time.

THE FUND'S NAV is the value of a single share. The NAV is computed by adding the
value of the Fund's investments, cash, and other assets, subtracting its
liabilities and then dividing the result by the number of shares outstanding.
The NAV is redemption price (price to sell one share).

The Fund's assets are valued primarily on the basis of market quotations. If
quotations are not readily available, assets are valued by a method that the
Board of Trustees believes accurately reflects fair value.

WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that your
Social Security or taxpayer identification number is correct and

PROSPECTUS 16
<PAGE> 19
SHAREHOLDER ACCOUNT POLICIES - CONTINUED

that you are not subject to 31% withholding for failing to report income to the
IRS. If you violate IRS regulations, the IRS can require a fund to withhold 31%
of your taxable distributions and redemptions.

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

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

WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the next
NAV calculated after your order is received and accepted. Note the following:

- - 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.

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

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

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

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

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

CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with PIC
may enter confirmed purchase orders on behalf of customers by phone, with
payment to follow no later than the time when the Fund is priced on the
following business day. If payment is not received by that time, the financial
institution

17 PROSPECTUS
<PAGE> 20
SHAREHOLDER ACCOUNT POLICIES - CONTINUED

could be held liable for resulting fees or losses.

WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the next NAV
calculated after your request is received and accepted. Note the following:

- - 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 when the NYSE is
closed (other than weekends or holidays), when trading on the NYSE is
restricted, or as permitted by the SEC.

- - PIC reserves the right to deduct an annual maintenance fee of $12.00 from
accounts with a value of less that $2,500. 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.

EXCHANGE RESTRICTIONS

As a shareholder, you have the privilege of exchanging shares of the Fund for
shares of other PIC funds. 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 may have tax consequences for you.

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

- - The exchange limit may be modified for accounts in certain institutional
retirement plans to conform to plan exchange limits and Department of Labor
regulations. See your plan materials for further information.

- - The Fund reserves the right to

PROSPECTUS 18
<PAGE> 21
GENERAL INFORMATION - CONTINUED

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

- - Your exchanges may be restricted or refused if the Fund receives or
anticipates simultaneous orders affecting significant portions of the Fund's
assets. In particular, a pattern of exchanges that coincides with a "market
timing" strategy may be disruptive to the Fund.

Although the Fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The Fund
reserves the right to terminate or modify the exchange privilege in the future.

GENERAL INFORMATION

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

The Declaration of Trust further provides the Trustees will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.

Shareholders are entitled to one vote for each full share held (and fractional
votes for fractional shares) and may vote in the election of Trustees and on
other matters submitted to meetings of shareholders. It is not contemplated that
regular annual meetings of shareholders will be held. Rule 18f-2 under the Act
provides that matters submitted to shareholders be approved by a majority of the
outstanding securities of each series, unless it is clear that the interests of
each series in the matter are identical or the matter does not affect a series.

19 PROSPECTUS
<PAGE> 22
GENERAL INFORMATION - CONTINUED

However, the rule exempts the selection of accountants and the election of
Trustees from the separate voting requirements. Income, direct liabilities and
direct operating expenses of each series will be allocated directly to each
series, and general liabilities and expenses of the Trust will be allocated
among the series in proportion to the total net assets of each series by the
Board of Trustees.

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

PROSPECTUS 20
<PAGE> 23
Please read this prospectus before investing, and keep it on file for future
reference. It contains important information, including how the Fund invests and
the services available to shareholders.

THE FUND, UNLIKE MANY OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR
OWN PORTFOLIOS OF SECURITIES, SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVE BY
INVESTING ALL OF ITS ASSETS IN THE PIC SMALL CAP. PORTFOLIO. INVESTORS SHOULD
CAREFULLY CONSIDER THIS INVESTMENT APPROACH. FOR ADDITIONAL INFORMATION, SEE
"STRUCTURE OF THE FUND AND THE PORTFOLIO" AND "INVESTMENT OBJECTIVES AND
POLICIES" IN THIS PROSPECTUS.

PIC

INSTITUTIONAL

SMALL CAP.

FUND

This Fund is a growth fund. It seeks to increase the value of your investment
over the long term. The Fund invests primarily in equity securities of small
companies.

PROSPECTUS
JUNE 20 , 1996

PROVIDENT INVESTMENT COUNSEL
300 NORTH LAKE AVENUE
PASADENA, CA 91101

<PAGE> 24
CONTENTS

KEY FACTS 3 THE FUND AT A GLANCE
3 WHO MAY WANT TO INVEST
4 EXPENSES

THE FUND IN DETAIL 5 STRUCTURE OF THE FUND AND THE PORTFOLIOS
6 CHARTER How the Fund is organized
6 PIC The Fund's Advisor
6 INFORMATION ABOUT THE FUND'S
INVESTMENTS The Fund's overall approach
to investing.

7 SECURITIES AND INVESTMENT
PRACTICES More information about how
the Fund invests.

9 BREAKDOWN OF EXPENSES How
operating costs and calculated and what they
include.

YOUR ACCOUNT 10 WAYS TO SET UP YOUR ACCOUNT
11 HOW TO BUY SHARES
12 HOW TO SELL SHARES
14 INVESTOR SERVICES Services to help you
manage your account

SHAREHOLDER AND ACCOUNT 15 DIVIDENDS, CAPITAL GAINS AND TAXES
POLICIES 16 TRANSACTION DETAILS Share price calcula-
tions and the timing of purchases and
redemptions.
18 EXCHANGE RESTRICTIONS

GENERAL INFORMATION 19

PROSPECTUS 2
<PAGE> 25
KEY FACTS

THE FUND AT A GLANCE

MANAGEMENT: Provident Investment Counsel (PIC), located in Pasadena, California
since 1951, is the Fund's Advisor. At December 31, 1995, total assets under
PIC's management were $17 billion.

GOAL: Long term growth of capital (increase in the value of the Fund's shares).
As with any mutual fund, there is no assurance that the Fund will achieve its
goal.

STRATEGY: Invests in the PIC Small Cap. Portfolio, which invests mainly in
equity securities of small companies.

WHO MAY WANT TO INVEST

The Fund may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially above average long-term returns.
The Fund is designed for those who want to focus on stocks of small
capitalization companies in search of above average returns. A company's market
capitalization is the total market value of its outstanding common stock. A
small company is one with market capitalization or annual revenues at the time
of purchase of $250 million or less.

The value of the Fund's investments will vary from day to day, and generally
reflects market conditions, interest rates, and other company, political or
economic news. In the short term, stock prices can fluctuate dramatically in
response to these factors. The securities of smaller, less well-known companies
may be more volatile than those of larger companies. Over time, however,
small-capitalization stocks have shown greater growth potential than those of
larger-capitalization companies. When you sell your shares, they may be worth
more or less than what you paid for them. By itself, the Fund does not
constitute a balanced investment plan.

3 PROSPECTUS
<PAGE> 26

KEY FACTS - CONTINUED

EXPENSES

SHAREHOLDER TRANSACTIONS EXPENSES are charges you pay when you buy, sell or hold
shares in a fund.

Maximum sales charge None
Maximum sales charge on reinvested
dividends None
Deferred sales charge on redemptions None

ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets. The Fund
indirectly pays an investment advisory fee equal to .80% of the Fund's average
net assets. It also incurs other expenses for services such as administrative
services, maintaining shareholder records and furnishing shareholder statements
and financial reports. The Fund's expenses are factored into its share price or
dividends and are not charged directly to shareholder accounts.

The following are projections based on estimated expenses, and are calculated as
a percentage of average net assets. PIC reimburses the Fund for any expenses in
excess of 1.25% of average net assets. Without this reimbursement, the total
fund operating expenses would be estimated to be 1.50%.

<TABLE>
<S> <C>
Management fee .80%
12b-1 fee NONE
Other expenses, after reimbursement .45%
----
TOTAL FUND OPERATING EXPENSES 1.25%
</TABLE>

<TABLE>
<S> <C>
After 1 year $ 13
After 3 years $ 40
</TABLE>

This example illustrates the effect of expenses, but it is not meant to suggest
actual or expected costs or returns, all of which may vary.

PROSPECTUS 4
<PAGE> 27

THE FUND IN DETAIL

STRUCTURE OF THE FUND AND THE PORTFOLIO

UNLIKE MANY OTHER MUTUAL FUNDS which directly acquire and manage their own
portfolio securities, the Fund seeks to achieve its investment objective by
investing all of its assets in the PIC Small Cap. Portfolio. This Portfolio is a
separate registered investment company with the same investment objective as the
Fund. Since the Fund will not invest in any securities other than shares of the
Portfolio, investors in the Fund will acquire only an indirect interest in the
Portfolio. The Fund's and Portfolio's investment objective cannot be changed
without shareholder approval.

5 PROSPECTUS
<PAGE> 28

THE FUND IN DETAIL - CONTINUED

CHARTER

THE PIC INSTITUTIONAL SMALL CAP. FUND IS A MUTUAL FUND: an investment that pools
shareholders' money and invests it toward a specified goal. In technical terms,
the Fund is a diversified series of PIC Investment Trust, which is an open-end
management investment company, organized as a Delaware business trust on
December 11, 1991.

PIC IS THE ADVISER TO THE PIC SMALL CAP. PORTFOLIO, in which the Fund invests.
An investment committee of PIC formulates and implements an investment program
for the Fund, including determining which securities should be bought and sold.
PIC may use broker-dealers that sell shares of the Fund to carry out
transactions for the Fund, provided that the Fund receives brokerage services
and commission rates comparable to those of other broker-dealers.

INFORMATION ABOUT THE FUND'S INVESTMENTS

THE FUND SEEKS LONG TERM GROWTH OF CAPITAL by investing in the PIC Small Cap.
Portfolio, which in turn invests primarily in equity securities of small
companies. Because the investment characteristics of the Fund will correspond
directly to those of the Portfolio, the following is a discussion of the various
investments of, and techniques employed by, the Portfolio.

PIC will invest at least 65%, and normally at least 95%, of the Portfolio's
total assets in these securities. The Portfolio has

PROSPECTUS 6
<PAGE> 29
THE FUND IN DETAIL - CONTINUED

flexibility, however, to invest the balance in other market capitalizations and
security types. Small capitalization companies are those whose market
capitalization or annual revenues are $250 million or less at the time of the
Portfolio's investment. Companies whose capitalization or revenues increase
beyond this range after purchase continue to be considered small capitalization
for the purposes of the Portfolio's investment policy. Investing in small
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.

SECURITIES AND INVESTMENT PRACTICES.

EQUITY SECURITIES are common stocks and other kinds of securities that have the
characteristics of common stocks. These other securities include bonds,
debentures and preferred stocks which can be converted into common

7 PROSPECTUS
<PAGE> 30
THE FUND IN DETAIL - CONTINUED

stocks. They also include warrants and options to purchase common stocks.

Restriction: With respect to 75% of total assets, the Portfolio may not own more
than 10% of the outstanding voting securities of a single issuer.

FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS

Some of the policies and restrictions discussed on this and the preceding pages
are fundamental; that is, subject to change only by shareholder approval. The
following paragraph states all those that are fundamental. All policies
stated throughout the

PROSPECTUS 8
<PAGE> 31
THE FUND IN DETAIL - CONTINUED

prospectus, other than those identified in the following paragraph, can be
changed without shareholder approval.

BREAKDOWN OF EXPENSES

The Portfolio pays an INVESTMENT ADVISORY FEE to PIC each month for managing its
investments, at the annual rate of 0.80% of the Fund's average net assets.

PIC expects that the Portfolio's portfolio turnover rate will normally not
exceed 100 %.

PIC has agreed to reimburse the Fund for investment advisory fees and other
expenses above 1.25% of the Fund's average net assets. PIC retains the ability
to be repaid by the Fund if expenses subsequently fall below the specified limit
within the next three years. This reimbursement arrangement, which may be
terminated at any time without notice, will decrease the Fund's expenses and
boost its performance.

9 PROSPECTUS
<PAGE> 32
YOUR ACCOUNT

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS

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

RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES

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

- - 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

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.

PROSPECTUS 10
<PAGE> 33
YOUR ACCOUNT - CONTINUED

HOW TO BUY SHARES

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

FIRST FUND DISTRIBUTORS, INC., 4455 E. Camelback Road, Suite 261E, Phoenix AZ
85018, is the Trust's principal underwriter.

MINIMUM INVESTMENTS

*The minimum may be waived for advisors or financial institutions offering
investors a program of services, or any other person or organization deemed
appropriate by the Fund.

FOR INFORMATION: (800) 618-7643

TO INVEST
BY MAIL: PIC Funds
P.O. Box 8981
Wilmington, DE
19899

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

11 PROSPECTUS
<PAGE> 34
YOUR ACCOUNT - CONTINUED

HOW TO SELL 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, leave at least $1,000 worth
of shares in the account to keep it open ($500 for retirement accounts).

- - You wish ro redeem more than $100,000 worth of shares,

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

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

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

SELLING SHARES IN WRITING
Write a "letter of instruction" with:

- - Your name,

- - Your Fund account number,

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

- - Any other applicable requirements listed in the table at right.

- - Unless otherwise instructed, PIC will send a check to the record address.
Mail your letter to:

PIC Funds
P.O. Box 8987
Wilmington, DE 19899

PROSPECTUS 12
<PAGE> 35

YOUR ACCOUNT - CONTINUED

- --------------------------------------------------------------------------------
Account Type Special Requirements
- -------------------------------------------------------------------------------
PHONE All account types - Maximum check request: $100,000
(800) 618-7643 except retirement
- --------------------------------------------------------------------------------
MAIL OR IN Individual, Joint - The letter of instructions must
PERSON Tenant, Sole be signed be all persons
Proprietorship, required to sign for
UGMA, UTMA transactions, exactly as their
names appear on the account.

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

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

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

- 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.

13 PROSPECTUS
<PAGE> 36
YOUR ACCOUNT - CONTINUED

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)

- - Financial reports (every six months)

TRANSACTION SERVICES

EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other PIC
funds by telephone or in writing without an exchange fee.

Note that exchanges into the Fund are limited to four per calendar year, and
that they may have tax consequences for you.

SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.

REGULAR INVESTMENT PLANS

PROSPECTUS 14
<PAGE> 37
SHAREHOLDER ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES

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

DISTRIBUTION OPTIONS

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

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.

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 earnings along to its
investors as distributions.

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

TAXES

As with any investment, you should consider how your investment in the Fund will
be taxed. If your account is not a tax-deferred retirement account, you should
be aware of these tax implications.

15 PROSPECTUS
<PAGE> 38
SHAREHOLDER ACCOUNT POLICIES - CONTINUED

cash or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.

TRANSACTION DETAILS

THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE) is
open. PIC calculates the Fund's NAV as of the close of business of the NYSE,
normally 4 p.m. Eastern time.

WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that your
Social Security or taxpayer identification number is correct and

PROSPECTUS 16
<PAGE> 39
SHAREHOLDER ACCOUNT POLICIES - CONTINUED

THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period of
time. The Fund also reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Restrictions" on page 18.
Purchase orders may be refused if, in PIC's opinion, they would disrupt
management of the Fund.

WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the next
NAV calculated after your order is received and accepted. Note the following:

- - 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.

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

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

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

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

17 PROSPECTUS
<PAGE> 40
SHAREHOLDER ACCOUNT POLICIES - CONTINUED

could be held liable for resulting fees or losses.

WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the next NAV
calculated after your request is received and accepted. Note the following:

- - 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 when the NYSE is
closed (other than weekends or holidays), when trading on the NYSE is
restricted, or as permitted by the SEC.

EXCHANGE RESTRICTIONS

As a shareholder, you have the privilege of exchanging shares of the Fund for
shares of other PIC funds. 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 may have tax consequences for you.

- - The Fund reserves the right to

PROSPECTUS 18
<PAGE> 41
GENERAL INFORMATION - CONTINUED

GENERAL INFORMATION

19 PROSPECTUS
<PAGE> 42
GENERAL INFORMATION - CONTINUED

PROSPECTUS 20
<PAGE> 43
PIC INVESTMENT TRUST

Statement of Additional Information

Dated June 20, 1996

This Statement of Additional Information is not a prospectus, and it should be
read in conjunction with the applicable prospectus of PIC Investment Trust (the
"Trust"). The Trust consists of five separate series: the PIC Institutional
Growth Fund and PIC Institutional Balanced Fund, which share a common
prospectus, the PIC Institutional Small Cap. Fund, the PIC Small Cap. Growth
Fund, and the PIC MidCap Fund, each of which has a separate prospectus. The PIC
Institutional Growth Fund (the "Growth Fund") invests in the PIC Growth
Portfolio; the PIC Institutional Balanced Fund (the "Balanced Fund") invests in
the PIC Balanced Portfolio; the PIC Institutional Small Cap Fund (the
"Institutional Small Cap. Fund") and the PIC Small Cap. Growth Fund (the "Small
Cap. Fund") invest in the PIC Small Cap. Portfolio; the PIC MidCap Fund (the
"MidCap Fund" invests in the PIC MidCap Portfolio. (In this Statement of
Additional Information, the Growth Fund, the Balanced Fund, the Institutional
Small Cap Fund, the Small Cap. Fund and the MidCap Fund may be referred to as
the "Funds", and the PIC Growth Portfolio, PIC Balanced Portfolio, PIC MidCap
Portfolio and PIC Small Cap. Portfolio may be referred to as the "Portfolios.")
Provident Investment Counsel (the "Advisor") is the Advisor to the Portfolios. A
copy of the applicable prospectus may be obtained from the Trust at 300 North
Lake Avenue, Pasadena, CA 91101-4106, telephone (818) 449-8500.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Cross-reference to page in
in the prospectus of the PIC:
-----------------------------
Institutional
Institutional Small Cap. Small Cap. MidCap
Page Funds Fund Fund Fund
---- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment Objective and Policies......... B-2 6 5 6 6
The Growth Fund .................... B-2 6 5
The Balanced Fund................... B-2 6
The Small Cap. Fund................. B-2 5 6
The MidCap Fund..................... B-2 6
Investment Restrictions............. B-2 10 7 8 8
Repurchase Agreements............... B-3 7 5 8 8
Options Activities.................. B-4 9 6 8 8
Futures Contracts................... B-4 9 7 8 8
Foreign Securities.................. B-5 8 6 8 8
Forward Foreign Currency
Exchange Contracts.............. B-5
Segregated Accounts................. B-6 9
Debt Securities and
Ratings......................... B-7 7
Management................................ B-7 10 8 6 6
Portfolio Transactions and
Brokerage........................... B-10 10 8 6 6
Net Asset Value........................... B-11 12 9 11 11
Taxation.................................. B-11 13 10 15 15
Dividends and Distributions............... B-11 13 10 15 15
Performance Information................... B-12 14 10
General Information....................... B-13 14 11 19 19
Financial Statements...................... B-14 3 3
Appendix.................................. B-14
</TABLE>

B-1

<PAGE> 44

INVESTMENT OBJECTIVES AND POLICIES

THE GROWTH FUND

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

THE BALANCED FUND

The investment objective of the Balanced Fund is to provide high total
return while reducing risk. There is no assurance that the Balanced Fund will
achieve its objective. The Balanced Fund will attempt to achieve its objective
by investing all of its assets in shares of the PIC Balanced Portfolio (the
"Balanced Portfolio"). The Balanced Portfolio is a diversified open-end
management investment company having the same investment objective as the
Balanced Fund. The discussion below supplements information contained in the
prospectus as to investment policies of the Balanced Fund and the Balanced
Portfolio. Because the investment characteristics of the Balanced Fund will
correspond directly to those of the Balanced Portfolio, the discussion refers to
those investments and techniques employed by the Balanced Portfolio.

THE SMALL CAP. FUNDS

The investment objective of the Institutional Small Cap. Fund and the
Small Cap. Fund is to provide capital appreciation. There is no assurance that
either the Institutional Small Cap. Fund or the Small Cap. Fund will achieve its
objective. Each Fund will attempt to achieve its objective by investing all of
its assets in shares of the PIC Small Cap. Portfolio (the "Small Cap.
Portfolio"). The Small Cap. Portfolio is a diversified open-end management
investment company having the same investment objective as the Institutional
Small Cap Fund and the Small Cap. Fund. The discussion below supplements
information contained in the prospectus as to investment policies of the
Institutional Small Cap Fund and the Small Cap. Fund and the Small Cap.
Portfolio. Because the investment characteristics of the Institutional Small Cap
Fund and the Small Cap. Fund will correspond directly to those of the Small Cap.
Portfolio, the discussion refers to those investments and techniques employed by
the Small Cap. Portfolio.

THE MIDCAP FUND

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

INVESTMENT RESTRICTIONS

The Trust (on behalf of the Funds) and the Portfolios have adopted the
following restrictions as fundamental policies, which may not be changed without
the favorable vote of the holders of a "majority," as defined in the Investment
Company Act of 1940 (the "1940 Act"), of the outstanding voting securities of a
Fund or a Portfolio. Under the 1940 Act, the "vote of the holders of a majority
of the outstanding voting securities" means the vote of the holders of the
lesser of (i) 67% of the shares of a Fund or a Portfolio represented at a
meeting at which the holders of more than 50% of its outstanding shares are
represented or (ii) more than 50% of the outstanding shares of a Fund or a
Portfolio.

As a matter of fundamental policy, the Portfolios are diversified; i.e.,
as to 75% of the value of a

B-2
<PAGE> 45

Portfolio's total assets, no more than 5% of the value of its total assets may
be invested in the securities of any one issuer (other than U.S. Government
securities). The Funds invest all of their assets in shares of the Portfolios.
Each Fund's and each Portfolio's investment objective is fundamental.

In addition, no Fund or Portfolio may:

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

2. Make short sales of securities or maintain a short position, except for
short sales against the box;

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

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

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

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

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

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

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

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

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

The Portfolios observe the following restrictions as a matter of operating
but not fundamental policy, pursuant to positions taken by federal and state
regulatory authorities:

No Portfolio may:

1. Purchase any security if as a result the Portfolio would then hold more
than 10% of any class of voting securities of an issuer (taking all common stock
issues as a single class, all preferred stock issues as a single class, and all
debt issues as a single class);

2. Invest in securities of any issuer if, to the knowledge of the
Portfolio, any officer or Trustee of the Portfolio or any officer or Director of
the Advisor owns more than 1/2 of 1% of the outstanding securities of such
issuer, and such officers, Trustees and Directors who own more than 1/2 of 1%
own in the aggregate more than 5% of the outstanding securities of such issuer;

3. Invest more than 5% of the value of its net assets in warrants
(included in that amount, but not to exceed 2% of the value of the Portfolio's
net assets, may be warrants which are not listed on the New York or American
Stock Exchange).

4. Invest in any security if as a result the Portfolio would have more
than 5% of its total assets invested in securities of companies which together
with any predecessor have been in continuous operation for fewer than three
years.

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

B-3
<PAGE> 46

6. Invest more 5% of its assets in securities which are restricted as to
disposition or otherwise are illiquid or have no readily available market
(except for securities issued under Rule 144A which are determined by the Board
of Trustees to be liquid).

REPURCHASE AGREEMENTS

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

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

OPTIONS ACTIVITIES

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

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

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

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

In the event of a shortage of the underlying securities deliverable on
exercise of an option, the Options Clearing Corporation has the authority to
permit other, generally comparable securities to be delivered in fulfillment of
option exercise obligations. If the Options Clearing Corporation exercises its

B-4
<PAGE> 47

discretionary authority to allow such other securities to be delivered, it may
also adjust the exercise prices of the affected options by setting different
prices at which otherwise ineligible securities may be delivered. As an
alternative to permitting such substitute deliveries, the Options Clearing
Corporation may impose special exercise settlement procedures.

FUTURES CONTRACTS

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

Generally, if market interest rates increase, the value of outstanding
debt securities declines (and vice versa). Entering into a futures contract for
the sale of securities has an effect similar to the actual sale of securities,
although sale of the futures contract might be accomplished more easily and
quickly. For example, if the Balanced Portfolio held long-term U.S. Government
securities and the Advisor anticipated a rise in long-term interest rates, the
Balanced Portfolio could, in lieu of disposing of its portfolio securities,
enter into futures contracts for the sale of similar long-term securities. If
rates increased and the value of the Balanced Portfolio's portfolio securities
declined, the value of the Portfolio's futures contracts would increase, thereby
protecting the Portfolio by preventing net asset value from declining as much as
it otherwise would have. Entering into futures contracts for the purchase of
securities has an effect similar to the actual purchase of the underlying
securities, but permits the continued holding of securities other than the
underlying securities. For example, if the Advisor expected long-term interest
rates to decline, the Balanced Portfolio might enter into futures contracts for
the purchase of long-term securities so that it could gain rapid market exposure
that might offset anticipated increases in the cost of securities it intended to
purchase while continuing to hold higher-yield short-term securities or waiting
for the long-term market to stabilize.

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

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

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

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

FOREIGN SECURITIES

The Growth and Balanced Portfolios may invest in securities of foreign
issuers in foreign markets as stated in their prospectuses. In addition, all of
the Portfolios may invest in American Depositary Receipts

B-5
<PAGE> 48

("ADRs"), European Depositary Receipts ("EDRs") or other securities convertible
into securities of issuers based in foreign countries. These securities may not
necessarily be denominated in the same currency as the securities into which
they may be converted. ADRs are receipts, usually issued by a U.S. bank or trust
company, evidencing ownership of the underlying securities; EDRs are European
receipts evidencing a similar arrangement. Generally, ADRs are issued in
registered form, denominated in U.S. dollars, and are designed for use in the
U.S. securities markets; EDRs are issued in bearer form, denominated in other
currencies, and are designed for use in European securities markets. A
depositary may issue unsponsored ADRs without the consent of the foreign issuer
of securities, in which case the holder of the ADR may incur higher costs and
receive less information about the foreign issuer that the holder of a sponsored
ADR.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

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

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

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

The cost to the Portfolio of engaging in forward contracts varies with
factors such as the currencies involved, the length of the contract period and
the market conditions then prevailing. Because forward contracts are usually
entered into on a principal basis, no fees or commissions are involved. The use
of

B-6
<PAGE> 49

forward contracts does not eliminate fluctuations in the prices of the
underlying securities the Portfolio owns or intends to acquire, but it does fix
a rate of exchange in advance. In addition, although forward contracts limit the
risk of loss due to a decline in the value of the hedged currencies, at the same
time they limit any potential gain that might result should the value of the
currencies increase.

SEGREGATED ACCOUNTS

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

DEBT SECURITIES AND RATINGS

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

MANAGEMENT

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

The Trustees and officers of the Trust, their business addresses and
principal occupations during the past five years are:

<TABLE>
<S> <C>
Jettie M. Edwards (age 51), Trustee Consulting principal of
1525 Willina Lane Syrus Associates (consulting firm)
Santa Barbara, CA 93108

Bernard J. Johnson (age 71), Trustee Retired; formerly Chairman Emeritus of the Advisor
300 North Lake Avenue
Pasadena, CA 91101

Jeffrey D. Lovell (age 43), Trustee Principal, President and co-founder
317 Rosecrans Avenue of Putnam, Lovell & Thornton, Inc.
Manhattan Beach, CA 90266 (investment bankers)

Jeffrey J. Miller (age 45), President Managing Director and Secretary of the Advisor;
and Trustee* President and Trustee of each of the Portfolios
300 North Lake Avenue
Pasadena, CA 91101
</TABLE>

B-7
<PAGE> 50

<TABLE>
<S> <C>
Wayne H. Smith (age 54), Trustee Vice President and Treasurer of Avery Dennison
150 N. Orange Grove Blvd. Corporation (office products manufacturer)
Pasadena, CA 91103

Thad M. Brown (age 45), Vice Senior Vice President and Chief Financial Officer
President, Secretary and of the Advisor
Treasurer of the Trust
300 North Lake Avenue
Pasadena, CA 91101
</TABLE>

The Trustees and officers of each of the Portfolios, their business
address and their occupations during the past five years are:

<TABLE>
<S> <C>
Richard N. Frank (age 73), Trustee Chief Executive Officer, Lawry's
234 E. Colorado Blvd. Restaurants, Inc.; formerly Chairman
Pasadena, CA 91101 of Lawry's Foods, Inc.

Bernard J. Johnson (age 71), Retired; formerly Chairman Emeritus of the Advisor
Trustee Emeritus
300 North Lake Avenue
Pasadena, CA 91101

James Clayburn LaForce (age 67), Dean Emeritus, John E. Anderson Graduate School of
Trustee Management, University of California, Los Angeles.
P.O. Box 1585 Director of The BlackRock Funds. Trustee of Payden & Rygel
Investment Trust. Director of the Timken Co., Rockwell
International, Eli Lilly, Jacobs Engineering Group and
Imperial Credit Industries.

Jeffrey J. Miller (age 45), President Managing Director and Secretary of the Advisor
and Trustee*
300 North Lake Avenue
Pasadena, CA 91101

Angelo R. Mozilo (age 57), Trustee Vice Chairman and Executive Vice President
155 N. Lake Avenue of Countrywide Credit Industries (mortgage
Pasadena, CA 91101 banking)

Thad M. Brown (age 45), Vice Senior Vice President and Chief Financial Officer
President, Secretary and of the Advisor
Treasurer of the Trust
300 North Lake Avenue
Pasadena, CA 91101
</TABLE>

- ---------------------------------

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

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

<TABLE>
<CAPTION>
Name of Trustee Total Compensation
--------------- ------------------
<S> <C>
Jettie M. Edwards $12,000(1)
Bernard J. Johnson 12,000(1)
Jeffrey D. Lovell 12,000(1)
Wayne H. Smith 12,000(1)
Richard N. Frank 11,000(2)
Bernard J. Johnson 9,000(2)
James Clayburn La Force 12,000(2)
Angelo R. Mozilo 12,000(2)
</TABLE>

B-8
<PAGE> 51

(1) Compensation was paid by the Registrant

(2) Compensation was paid by three other registered investment
companies in the "Fund Complex."

THE ADVISOR

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

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

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

During the three fiscal years ended October 31, 1995, 1994, and 1993,
the Advisor earned fees pursuant to the Advisory Agreements as follows: from the
Balanced Portfolio, $77,098, $49,498 and $21,579, respectively; from the Growth
Portfolio, $1,536,297, $1,277,324 amd $787,380, respectively; from the Small
Cap. Portfolio, $771,499, $640,123 and $56,885, respectively. However, the
Advisor has agreed to limit the aggregate expenses of the Balanced Portfolio to
0.80% of average net assets, and the expenses of the Growth and Small Cap.
Portfolios to 1.00% of average net assets. As a result, the Advisor paid
expenses of the Balanced Portfolio that exceeded these expense limits in the
amounts for $100,695, $95,785 and $169,875 during the fiscal years ended October
31, 1995, 1994 and 1993, respectively. The Advisor paid expenses of the Growth
Portfolio that exceeded these expense limits in the amounts for $21,828, $12,479
and $86,475 during the fiscal years ended October 31, 1995, 1994 and 1993,
respectively. The Advisor paid expenses of the Small Cap. Portfolio that
exceeded these expense limits in the amounts of $66,713, $83,418 and $7,765
during the fiscal years ended October 31, 1995, 1994 and 1993, respectively.
(The MidCap Portfolio was not in existence prior to the current fiscal year.)

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

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

B-9
<PAGE> 52

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

The Advisor also provided certain administrative services to the Trust
pursuant to Administration Agreements, including assisting shareholders of the
Trust, furnishing office space and permitting certain employees to serve as
officers and Trustees of the Trust. For its services, it earns a fee at the rate
of 0.20% of the average net assets of each series of the Trust. During the three
fiscal years ended October 31, 1995, 1994 and 1993, the Advisor earned fees
pursuant to the Administration Agreements as follows: from the Institutional
Balanced Fund, $25,721, $16,534 and $7,273, respectively; from the Institutional
Growth Fund, $219,070, $171,287 and $76,714, respectively; and from the Small
Cap. Growth Fund to $192,850, $160,108 and $14,194, respectively. However, the
Advisor has agreed to limit the aggregate expenses of the Insitutional Balanced
Fund to 1.05% of average net assets, the expenses of the Institutional Growth
Fund to 1.25% of average net assets, the expenses of the Small Cap. Growth Fund
to 1.00%, the expenses of the Institutional Small Cap. Fund to 1.25%, and the
expenses of the MidCap Fund to 0.90%. As a result, the Advisor paid expenses of
the Balanced Fund that exceeded these expense limits in the amounts of $63,727,
$54,837 and $91,735 during the fiscal years ended October 31, 1995, 1994 and
1993, respectively. The Advisor paid expenses of the Growth Fund that exceeded
these expense limits in the amounts of $56,326, $119,273 and $100,455 during the
fiscal years ended October 31, 1995, 1994 and 1993, respectively. The Advisor
paid expenses of the Small Cap. Growth Fund that exceeded these expense limits
in the amounts of $260,150, $296,973 and $21,194 during the fiscal years ended
October 31, 1995, 1994 and 1993, respectively. The Institutional Small Cap. Fund
and the MidCap Fund were not in existence during the fiscal year ended October
31, 1995 or prior to that.

During each of the fiscal years ended October 31, 1995, 1994 and 1993,
the Balanced Fund and the Growth Fund each paid the Administrator fees in the
amount of $15,000. During each of the fiscal years ended October 31, 1995 and
1994, the Small Cap. Growth Fund paid the Administrator fees in the amount of of
$10,000.

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

The Advisory Agreements state that the commissions paid to brokers may
be higher than another broker would have charged if a good faith determination
is made by the Advisor that the commission is reasonable in relation to the
services provided, viewed in terms of either that particular transaction or the
Advisor's overall responsibilities as to the accounts as to which it exercises
investment discretion and that the Advisor shall use its judgment in determining
that the amount of commissions paid are reasonable in relation to the value of
brokerage and research services provided and need not place or attempt to place
a specific dollar value on such services or on the portion of commission rates
reflecting such services. The Advisory Agreements provide that to demonstrate
that such determinations were in good faith, and to show the overall
reasonableness of commissions paid, the Advisor shall be prepared to show that
commissions paid (i) were for purposes contemplated by the Advisory Agreements;
(ii) were for products or services which provide lawful and appropriate
assistance to its decision-making process; and (iii) were within a reasonable
range as compared to the rates charged by brokers to other institutional
investors as such rates may become known from available information. During the
fiscal years ended October 31, 1995, 1994 and 1993, the amount of brokerage
commissions paid by the PIC Balanced Portfolio were $19,998, $11,505 and $3,607,
respectively; by the PIC Growth Portfolio, $243,060, $277,095 and $147,728,
respectively; by the PIC Small Cap. Portfolio, $59,282, $75,749 and $7,573,
respectively.

B-10
<PAGE> 53

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

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

NET ASSET VALUE

The net asset value of the Portfolios' shares will fluctuate and is
determined as of the close of trading on the New York Stock Exchange (currently
4:00 p.m. Eastern time) each business day. The Exchange annually announces the
days on which it will not be open for trading. The most recent announcement
indicates that it will not be open on the following days: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. However, the Exchange may close on days not
included in that announcement.

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

TAXATION

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

In order to qualify for treatment as a RIC, the Funds must distribute
annually to shareholders at least 90% of their investment company taxable income
and must meet several additional requirements. Among these requirements are the
following: (1) at least 90% of each Fund's gross income each taxable year must
be derived from dividends, interest, payments with respect to securities loans
and gains from the sale or other disposition of securities or foreign
currencies, or other income derived with respect to its business of investing in
securities or currencies; (2) less than 30% of each Fund's gross income each
taxable year may be derived from the sale or other disposition of securities
held for less than three months; (3) at the close of each quarter of each Fund's
taxable year, at least 50% of the value of its total assets must be represented
by cash and cash items, U.S. Government securities, securities of other RICs and
other securities, limited in respect of any one issuer, to an amount that does
not exceed 5% of the value of the Fund and that does not represent more than 10%
of the outstanding voting securities of such issuer; and (4) at the close of
each quarter of each Fund's taxable year, not more than 25% of the value of its
assets may be invested in securities (other than U.S. Government securities or
the securities of other RICs) of any one issuer.

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

B-11
<PAGE> 54

DIVIDENDS AND DISTRIBUTIONS

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

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

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

PERFORMANCE INFORMATION

TOTAL RETURN

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

P(1 + T)n = ERV

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

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

YIELD

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

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

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

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

B-12
<PAGE> 55

earned is calculated in this fashion for each debt obligation held by a Fund,
net investment income is then determined by totalling all such interest earned.

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

OTHER INFORMATION

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

GENERAL INFORMATION

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

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

The Trust's custodian, Provident National Bank, is responsible for
holding the Funds' assets, and Provident Financial Processing Corporation acts
as the Trust's accounting services agent. The Trust's independent accountants,
McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, NY 10017, assist in the
preparation of certain reports to the Securities and Exchange Commission and the
Funds' tax returns.

The following persons, to the knowledge of the Trust, owned more than
5% of the outstanding shares of the Balanced Fund as of January 31, 1996:

Vinod Gupta Revocable Trust
P O Box 2734
Omaha, NE 68127 -- 5.32%

Wells Fargo Bank Trustee
For the Hubert Langlois Trust
201 3rd Street
San Francisco, CA 94163 -- 5.23%

B-13
<PAGE> 56

Gilbert Papazian IRA
1445 S. Down Road
Hillsborough, CA 94163 -- 13.11%

Gilbert and Margaret Papazian Trust
1445 S. Down Road
Hillsborough, CA 94163 -- 7.30%

Oregon School of Arts & Crafts Foundation
8245 S.W. Barnes Road
Portland, OR 97225 -- 12.50%

Sanwa Bank Ttee Wintson Trust
P O Box 60078
Los Angeles, CA 90060 -- 8.59%

Rita Moya Trustee for
National Health Foundation, Inc.
201 N. Figueroa
Los Angeles, CA 90012 -- 23.20%

The following persons, to the knowledge of the Trust, owned more than
5% of the outstanding shares of the Institutional Growth Fund as of January 31,
1996:

Ernst & Young Defined Benefit Retirement Plan
c/o U. S. Trust Co. of NY
770 Broadway
New York, NY 10003 -- 24.27%

Ripon College
P O Box 248
Ripon, WI 54971 -- 5.84%

Trussal & Co.
C/O NBD Bank
PO Box 771072
Detroit, MI 48277 -- 5.10%

Drury College
900 N. Benton
Springfield, MO 65802 -- 5.79%

As of March 31, 1996, all of the outstanding shares of the Small Cap.
Fund were owned by the Dow Chemical Salaried and Hourly Employee Savings Plans,
34 Exchange Place, Jersey City, NJ 07302.

Shares of any of the Funds owned by the Trustees and officers as a
group were less than 1%.

FINANCIAL STATEMENTS

The annual reports to shareholders for the Funds for the fiscal year
ended October 31, 1995 are separate documents supplied with this Statement of
Additional Information and the financial statements, accompanying notes and
report of independent accountants appearing therein are incorporated by
reference into this Statement of Additional Information.

APPENDIX

DESCRIPTION OF RATINGS

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

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

B-14
<PAGE> 57

visualized are most unlikely to impair the fundamentally strong position of such
issues.

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

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

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

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

STANDARD & POOR'S CORPORATION: CORPORATE BOND RATINGS

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

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

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

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

COMMERCIAL PAPER RATINGS

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

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

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

B-15
<PAGE> 58
PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements:

The following financial statements are included in Part A of this
Post-Effective Amendment:

PIC Institutional Balanced Fund --
Financial Highlights

PIC Institutional Growth Fund --
Financial Highlights

PIC Small Cap. Growth Fund --
Financial Highlights

The following financial statements are incorporated into Part B of this
Post-Effective Amendment by reference to the Annual Report to Shareholders for
the fiscal year ended October 31, 1995:

PIC Institutional Balanced Fund --
Statement of Assets and Liabilities, October 31, 1995
Statement of Operations, Year Ended October 31, 1995
Statement of Changes in Net Assets
Notes to Financial Statements
Independent Auditor's Report
PIC Balanced Portfolio--
Statement of Net Assets, October 31, 1995
Statement of Operations, Year Ended October 31, 1995
Statement of Changes in Net Assets
Notes to Financial Statements
Independent Auditor's Report
PIC Institutional Growth Fund --
Statement of Assets and Liabilities, October 31, 1995
Statement of Operations, Year Ended October 31, 1995
Statement of Changes in Net Assets
Notes to Financial Statements
Independent Auditor's Report
PIC Growth Portfolio--
Statement of Net Assets, October 31, 1995
Statement of Operations, Year Ended October 31, 1995
Statement of Changes in Net Assets
Notes to Financial Statements
Independent Auditor's Report
PIC Small Cap. Growth Fund--
Statement of Assets and Liabilities, October 31, 1995
Statement of Operations, Year Ended October 31, 1995
Statement of Changes in Net Assets
Notes to Financial Statements
Independent Auditor's Report

C-1
<PAGE> 59
PIC Small Cap. Portfolio--
Statement of Net Assets, October 31, 1995
Statement of Operations, Year Ended October 31, 1995
Statement of Changes in Net Assets
Notes to Financial Statements
Independent Auditors Report

(b) Exhibits:
(1) Declaration of Trust
(2) By-Laws
(3) Not applicable
(4) Specimen stock certificate(3)
(5) Not applicable
(6) Distribution Agreement
(7) Not applicable
(8) Custodian Agreement(1)
(9) (i) Administration Agreement with Investment Company
Administration Corporation
(ii) Administration Agreement with Provident Investment
Counsel
(10) Opinion and consent of counsel
(11) Consent of McGladrey & Pullen
(12) Not applicable
(13) Investment letter
(14) Individual Retirement Account forms(2)
(15) Not applicable
(16) Not applicable

(1) Previously filed with Pre-effective Amendment No. 1 to the
Registration Statement on Form N-1A of PIC Investment Trust, File No 33-44579,
on April 16, 1992 and incorporated herein by reference.

(2) Previously filed with Post-effective Amendment No. 1 to the
Registration Statement on Form N-1A of PIC Investment Trust, File No 33-44579,
on April 7, 1993 and incorporated herein by reference.

(3) To be filed by amendment.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

As of March 31, 1996, Registrant owned 99.9% of the outstanding
Interests in PIC Growth Portfolio, PIC Balanced Portfolio and PIC Small Cap.
Portfolio, all of which are trusts organized under the laws of the State of New
York and registered management investment companies.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

As of March 31, 1996, the PIC Institutional Growth Fund had 321
shareholders; the PIC Institutional Balanced Fund had 77 shareholders; the PIC
Small Cap. Growth Fund had two shareholders.

ITEM 27. INDEMNIFICATION.

Article VI of Registrant's By-Laws states as follows:
Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this

C-2
<PAGE> 60
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.

Section 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of this Trust) by reason of
the fact that such person is or was an agent of this Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, if it is determined that person acted in
good faith and reasonably believed:

(a) in the case of conduct in his official capacity as a Trustee of
the Trust, that his conduct was in the Trust's best interests, and

(b) in all other cases, that his conduct was at least not opposed to
the Trust's best interests, and

(c) in the case of a criminal proceeding, that he had no reasonable
cause to believe the conduct of that person was unlawful.

The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of this
Trust or that the person had reasonable cause to believe that the person's
conduct was unlawful.

Section 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action by or in the right of this Trust to procure a
judgment in its favor by reason of the fact that that person is or was an agent
of this Trust, against expenses actually and reasonably incurred by that person
in connection with the defense or settlement of that action if that person acted
in good faith, in a manner that person believed to be in the best interests of
this Trust and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances.

Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision
to the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with this Trust.

No indemnification shall be made under Sections 2 or 3 of this Article:

C-3
<PAGE> 61
(a) In respect of any claim, issue, or matter as to which that
person shall have been adjudged to be liable on the basis that
personal benefit was improperly received by him, whether or
not the benefit resulted from an action taken in the person's
official capacity; or

(b) In respect of any claim, issue or matter as to which that person
shall have been adjudged to be liable in the performance of that
person's duty to this Trust, unless and only to the extent that
the court in which that action was brought shall determine upon
application that in view of all the circumstances of the case,
that person was not liable by reason of the disabling conduct set
forth in the preceding paragraph and is fairly and reasonably
entitled to indemnity for the expenses which the court shall
determine; or

(c) of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval,
or of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court
approval, unless the required approval set forth in Section 6
of this Article is obtained.

Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
this Trust has been successful on the merits in defense of any proceeding
referred to in Sections 2 or 3 of this Article or in defense of any claim, issue
or matter therein, before the court or other body before whom the proceeding was
brought, the agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith, provided that the Board of
Trustees, including a majority who are disinterested, non-party Trustees, also
determines that based upon a review of the facts, the agent was not liable by
reason of the disabling conduct referred to in Section 4 of this Article.

Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article, any indemnification under this Article shall be made by this Trust only
if authorized in the specific case on a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 of this Article and
is not prohibited from indemnification because of the disabling conduct set
forth in Section 4 of this Article, by:

(a) A majority vote of a quorum consisting of Trustees who are not
parties to the proceeding and are not interested persons of the
Trust (as defined in the Investment Company Act of 1940); or

(b) A written opinion by an independent legal counsel.

Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount of the advance if it is ultimately determined that he or she is not
entitled to indemnification, together with at least one of the following as a
condition to the advance: (i) security for the undertaking; or (ii) the
existence of insurance protecting the Trust against losses arising by reason

C-4
<PAGE> 62
of any lawful advances; or (iii) a determination by a majority of a quorum of
Trustees who are not parties to the proceeding and are not interested persons of
the Trust, or by an independent legal counsel in a written opinion, based on a
review of readily available facts that there is reason to believe that the agent
ultimately will be found entitled to indemnification. Determinations and
authorizations of payments under this Section must be made in the manner
specified in Section 6 of this Article for determining that the indemnification
is permissible.

Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Trustees
and officers of this Trust or any subsidiary hereof may be entitled by contract
or otherwise.

Section 9. LIMITATIONS. No indemnification or advance shall be made
under this Article, except as provided in Sections 5 or 6 in any circumstances
where it appears:

(a) that it would be inconsistent with a provision of the
Agreement and Declaration of Trust of the Trust, a resolution
of the shareholders, or an agreement in effect at the time of
accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other
amounts were paid which prohibits or otherwise limits
indemnification; or

(b) that it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.

Section 10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of this Trust to purchase such insurance, this Trust shall
purchase and maintain insurance on behalf of any agent of this Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that this Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Agreement and Declaration of Trust of the
Trust.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

Not applicable.

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) The Registrant's principal underwriter also acts as principal
underwriter for the following investment companies:

Guiness Flight Investment Funds, Inc.
Jurika & Voyles Mutual Funds
Olympic Trust
Professionally Managed Portfolios
Rainier Investment Management Mutual Funds
RNC Liquid Assets Fund, Inc.

(b) The following information is furnished with respect to the officers
and directors of First Fund Distributors, Inc.:

C-5
<PAGE> 63

Position and Offices Position and
Name and Principal with Principal Offices with
Business Address Underwriter Registrant
- ---------------- ----------- ----------
Robert H. Wadsworth President Assistant
4455 E. Camelback Road and Treasurer Secretary
Suite 261E
Phoenix, AZ 85018

Eric M. Banhazl Vice President Assistant
2025 E. Financial Way Treasurer
Glendora, CA 91741

Steven J. Paggioli Vice President & Assistant
479 West 22nd Street Secretary Secretary
New York, New York 10011

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession of Registrant and
Registrant's custodian, as follows: the documents required to be maintained by
paragraphs (4), (5), (6), (7), (10) and (11) of Rule 31a-1(b) will be maintained
by the Registrant, and all other records will be maintained by the Custodian.

ITEM 31. MANAGEMENT SERVICES.

Not applicable.

ITEM 32. UNDERTAKINGS.

The Registrant undertakes, if requested to do so by the holders of at
least 10% of the Trust's outstanding shares, to call a meeting of shareholders
for the purposes of voting upon the question of removal of a director and will
assist in communications with other shareholders.

The Registrant undertakes to file a post-effective amendment, using
financial statements of the Institutional Small Cap. and MidCap Funds, which
need not be certified, within four to six months from the effective date of this
Post-Effective Amendment to the Registration Statement.

C-6
<PAGE> 64
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement on Form N-1A of PIC Investment Trust to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Pasadena
and State of California on the 4th day of April, 1996.

PIC INVESTMENT TRUST

By Jeffrey J. Miller*
---------------------------
Jeffrey J. Miller
President

This Amendment to the Registration Statement on Form N-1A of PIC
Investment Trust has been signed below by the following persons in the
capacities indicated on April 4, 1996.

Jeffrey J. Miller* President and
- ----------------------------- Trustee
Jeffrey J. Miller

Jettie M. Edwards* Trustee
- -----------------------------
Jettie M. Edwards

Bernard J. Johnson* Trustee
- -----------------------------
Bernard J. Johnson

Jeffrey D. Lovell* Trustee
- -----------------------------
Jeffrey D. Lovell

Wayne H. Smith* Trustee
- -----------------------------
Wayne H. Smith

Thad M. Brown* Treasurer and Principal
- ----------------------------- Financial and Accounting
Thad M. Brown Officer

* Robert H. Wadsworth
- -----------------------------
By: Robert H. Wadsworth
Attorney-in-fact

<PAGE> 65
SIGNATURES

PIC Growth Portfolio has duly caused this Amendment to the Registration
Statement on Form N-1A of PIC Investment Trust to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Pasadena and State of
California on the 4th day of April, 1996.

PIC GROWTH PORTFOLIO

By Jeffrey J. Miller*
---------------------------
Jeffrey J. Miller
President

This Amendment to the Registration Statement on Form N-1A of PIC
Investment Trust has been signed below by the following persons in the
capacities indicated on April 4, 1996.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Jeffrey J. Miller* President and Trustee
- ----------------------------- of PIC Growth Portfolio
Jeffrey J. Miller

Richard N. Frank* Trustee of PIC Growth Portfolio
- -----------------------------
Richard N. Frank

James Clayburn LaForce* Trustee of PIC Growth Portfolio
- -----------------------------
James Clayburn LaForce

Angelo R. Mozilo* Trustee of PIC Growth Portfolio
- -----------------------------
Angelo R. Mozilo

Thad M. Brown* Treasurer and Principal Financial
- ----------------------------- and Accounting Officer of
Thad M. Brown PIC Growth Portfolio

* Robert H. Wadsworth
- -----------------------------
By: Robert H. Wadsworth
Attorney-in-fact
</TABLE>

<PAGE> 66
SIGNATURES

PIC MidCap Portfolio has duly caused this Amendment to the Registration
Statement on Form N-1A of PIC Investment Trust to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Pasadena and State of
California on the 4th day of April, 1996

PIC MIDCAP PORTFOLIO

By Jeffrey J. Miller*
---------------------------
Jeffrey J. Miller
President

This Amendment to the Registration Statement on Form N-1A of PIC
Investment Trust has been signed below by the following persons in the
capacities indicated on April 4, 1996.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Jeffrey J. Miller* President and Trustee
- ----------------------------- of PIC MidCap Portfolio
Jeffrey J. Miller

Richard N. Frank* Trustee of PIC MidCap Portfolio
- -----------------------------
Richard N. Frank

James Clayburn LaForce* Trustee of PIC MidCap Portfolio
- -----------------------------
James Clayburn LaForce

Angelo R. Mozilo* Trustee of PIC MidCap Portfolio
- -----------------------------
Angelo R. Mozilo

Thad M. Brown* Treasurer and Principal Financial
- ----------------------------- and Accounting Officer of
Thad M. Brown PIC MidCap Portfolio

* Robert H. Wadsworth
- -----------------------------
By: Robert H. Wadsworth
Attorney-in-fact
</TABLE>

<PAGE> 67
SIGNATURES

PIC Balanced Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of PIC Investment Trust to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Pasadena and
State of California on the 4th day of April, 1996.

PIC BALANCED PORTFOLIO

By Jeffrey J. Miller*
---------------------------
Jeffrey J. Miller
President

This Amendment to the Registration Statement on Form N-1A of PIC
Investment Trust has been signed below by the following persons in the
capacities indicated on April 4, 1996.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Jeffrey J. Miller* President and Trustee
- ----------------------------- of PIC Balanced Portfolio
Jeffrey J. Miller

Richard N. Frank* Trustee of PIC Balanced Portfolio
- -----------------------------
Richard N. Frank

James Clayburn LaForce* Trustee of PIC Balanced Portfolio
- -----------------------------
James Clayburn LaForce

Angelo R. Mozilo* Trustee of PIC Balanced Portfolio
- -----------------------------
Angelo R. Mozilo

Thad M. Brown* Treasurer and Principal Financial
- ----------------------------- and Accounting Officer of
Thad M. Brown PIC Balanced Portfolio

* Robert H. Wadsworth
- -----------------------------
By: Robert H. Wadsworth
Attorney-in-fact
</TABLE>

<PAGE> 68
SIGNATURES

PIC Small Cap. Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of PIC Investment Trust to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Pasadena and
State of California on the 4th day of April, 1996.

PIC SMALL CAP. PORTFOLIO

By Jeffrey J. Miller*
---------------------------
Jeffrey J. Miller
President

This Amendment to the Registration Statement on Form N-1A of PIC
Investment Trust has been signed below by the following persons in the
capacities indicated on April 4, 1996.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Jeffrey J. Miller* President and Trustee
- ----------------------------- of PIC Small Cap. Portfolio
Jeffrey J. Miller

Richard N. Frank* Trustee of PIC Small Cap. Portfolio
- -----------------------------
Richard N. Frank

James Clayburn LaForce* Trustee of PIC Small Cap. Portfolio
- -----------------------------
James Clayburn LaForce

Angelo R. Mozilo* Trustee of PIC Small Cap. Portfolio
- -----------------------------
Angelo R. Mozilo

Thad M. Brown* Treasurer and Principal Financial
- ----------------------------- and Accounting Officer of
Thad M. Brown PIC Small Cap. Portfolio

* Robert H. Wadsworth
- -----------------------------
By: Robert H. Wadsworth
Attorney-in-fact
</TABLE>
<PAGE> 69
EXHIBIT INDEX

<TABLE>
<CAPTION>
(b) Exhibits:
<S> <C>
(1) Declaration of Trust
(2) By-Laws
(3) Not applicable
(4) Specimen stock certificate(3)
(5) Not applicable
(6) Distribution Agreement
(7) Not applicable
(8) Custodian Agreement(1)
(9) (i) Administration Agreement with Investment
Company Administration Corporation
(ii) Administration Agreement with Provident
Investment Counsel
(10) Opinion and consent of counsel
(11) Consent of McGladrey & Pullen
(12) Not applicable
(13) Investment letter
(14) Individual Retirement Account forms(2)
(15) Not applicable
(16) Not applicable
</TABLE>

(1) Previously filed with Pre-effective Amendment No. 1 to the
Registration Statement on Form N-1A of PIC Investment Trust, File No 33-44579,
on April 16, 1992 and incorporated herein by reference.

(2) Previously filed with Post-effective Amendment No. 1 to the
Registration Statement on Form N-1A of PIC Investment Trust, File No 33-44579,
on April 7, 1993 and incorporated herein by reference.

(3) To be filed by amendment.

<PAGE> 1

AGREEMENT AND DECLARATION OF TRUST

PIC INSTITUTIONAL TRUST

a Delaware Business Trust
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I Name and Definitions
1. Name................................................... 1
2. Definitions............................................ 1
(a) Trust......................................... 1
(b) Trust Property................................ 1
(c) Trustees...................................... 1
(d) Shares........................................ 2
(e) Shareholder................................... 2
(f) Person........................................ 2
(g) 1940 Act...................................... 2
(h) Commission and Principal Underwriter.......... 2
(i) Declaration of Trust.......................... 2
(j) By-Laws....................................... 2
(k) Interested Person............................. 2
(l) Investment Manager............................ 2
(m) Series........................................ 2

ARTICLE II Purpose of Trust.............................. 2

ARTICLE III Shares

1. Division of Beneficial Interest........................ 3
2. Ownership of Shares.................................... 3
3. Investments in the Trust............................... 4
4. Status of Shares and Limitation of
Personal Liability................................... 4
5. Power of Board of Trustees to Change
Provisions Relating to Shares........................ 4
6. Establishment and Designation of Series................ 5
(a) Assets With Respect to a Particular Series.... 5
(b) Liabilities Held With Respect to a
Particular Series........................... 5
(c) Dividends, Distributions, Redemptions,
and Repurchases............................. 6
(d) Voting........................................ 6
(e) Equality...................................... 6
(f) Fractions..................................... 7
(g) Exchange Privileges........................... 7
(h) Combination of Series......................... 7
(i) Elimination of Series......................... 7
7. Indemnification of Shareholders........................ 7

</TABLE>

<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE IV The Board of Trustees

1. Number, Election and Tenure............................ 7
2. Effect of Death, Resignation, etc.
of a Trustee......................................... 8
3. Powers................................................. 8
4. Payment of Expenses by the Trust....................... 11
5. Payment of Expenses by Shareholders.................... 12
6. Ownership of Assets of the Trust....................... 12
7. Service Contracts...................................... 12

ARTICLE V Shareholders' Voting Powers and Meetings

1. Voting Powers.......................................... 14
2. Voting Power and Meetings.............................. 14
3. Quorum and Required Vote............................... 14
4. Action by Written Consent.............................. 15
5. Record Dates........................................... 15
6. Additional Provisions.................................. 16

ARTICLE VI Net Asset Value, Distributions,
and Redemptions

1. Determination of Net Asset Value, Net
Income and Distributions............................. 16
2. Redemptions and Repurchases............................ 16
3. Redemptions at the Option of the Trust................. 17

ARTICLE VII Compensation and Limitation of
Liability of Trustees

1. Compensation........................................... 17
2. Indemnification and Limitation of Liability............ 17
3. Trustee's Good Faith Action, Expert
Advice, No Bond or Surety............................ 17
4. Insurance.............................................. 18

ARTICLE VIII Miscellaneous

1. Liability of Third Persons Dealing
with Trustees........................................ 18
2. Termination of Trust or Series......................... 18
3. Merger and Consolidation............................... 19
4. Amendments............................................. 19
5. Filing of Copies, References, Headings................. 19
6. Applicable Law......................................... 20
7. Provisions in Conflict with Law or Regulations......... 20
8. Business Trust Only.................................... 20

</TABLE>

ii
<PAGE> 4
AGREEMENT AND DECLARATION OF TRUST

PIC INSTITUTIONAL TRUST

WHEREAS, THIS AGREEMENT AND DECLARATION OF TRUST is made and
entered into as of the date set forth below by the Trustees named hereunder for
the purpose of forming a Delaware business trust in accordance with the
provisions hereinafter set forth.

NOW, THEREFORE, the Trustees hereby direct that a Certificate
of Trust be filed with the Office of the Secretary of State of the State of
Delaware and do hereby declare that the Trustees will hold IN TRUST all cash,
securities and other assets which the Trust now possesses or may hereafter
acquire from time to time in any manner and manage and dispose of the same upon
the following terms and conditions for the pro rata benefit of the holders of
Shares in this Trust.

ARTICLE I

Name and Definitions

Section 1. Name. This Trust shall be known as PIC
INSTITUTIONAL TRUST and the Trustees shall conduct the business of the Trust
under that name or any other name as they may from time to time determine.

Section 2. Definitions. Whenever used herein, unless
otherwise required by the context or specifically provided:

(a) The "Trust" refers to the Delaware business trust
established by this Agreement and Declaration of Trust, as amended from time to
time;

(b) The "Trust Property" means any and all property, real or
personal, tangible or intangible, which is owned or held by or for the account
of the Trust;

(c) "Trustees" refers to the persons who have signed this
Agreement and Declaration of Trust, so long as they continue in office in
accordance with the terms hereof, and all other persons who may from time to
time be duly elected or appointed to serve on the Board of Trustees in
accordance with the provisions hereof, and reference herein to a Trustee or the
Trustees shall refer to such person or persons in their capacity as trustees
hereunder;

1
<PAGE> 5
(d) "Shares" means the shares of beneficial interest into
which the beneficial interest in the Trust shall be divided from time to time
and includes fractions of Shares as well as whole Shares;

(e) "Shareholder" means a record owner of outstanding Shares;

(f) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures, estates and other entities,
whether or not legal entities, and governments and agencies and political
subdivisions thereof, whether domestic or foreign;

(g) The "1940 Act" refers to the Investment Company Act of
1940 and the Rules and Regulations thereunder, all as amended from time to time;

(h) The terms "Commission" and "Principal Underwriter" shall
have the meanings given them in the 1940 Act;

(i) "Declaration of Trust" shall mean this Agreement and
Declaration of Trust, as amended or restated from time to time;

(j) "By-Laws" shall mean the By-Laws of the Trust as amended
from time to time and incorporated herein by reference;

(k) The term "Interested Person" has the meaning given it in
Section 2(a)(19) of the 1940 Act;

(l) "Investment Manager" or "Manager" means a party furnishing
services to the Trust pursuant to any contract described in Article IV, Section
7(a) hereof;

(m) "Series" refers to each Series of Shares established and
designated under or in accordance with the provisions of Article III.

ARTICLE II

Purpose of Trust

The purpose of the Trust is to conduct, operate and carry on
the business of a management investment company registered under the 1940 Act
through one or more Series investing primarily in securities.

2
<PAGE> 6
ARTICLE III

Section 1. Division of Beneficial Interest. The beneficial
interest in the Trust shall at all times be divided into an unlimited number of
Shares, with a par value of $ .01 per Share. The Trustees may authorize the
division of Shares into separate Series and the division of Series into separate
classes of Shares. The different Series shall be established and designated, and
the variations in the relative rights and preferences as between the different
Series shall be fixed and determined, by the Trustees. If only one or no Series
(or classes ) shall be established, the Shares shall have the rights and
preferences provided for herein and in Article III, Section 6 hereof to the
extent relevant and not otherwise provided for herein, and all references to
Series (and classes) shall be construed (as the context may require) to refer to
the Trust.

Subject to the provisions of Section 6 of this Article III,
each Share shall have voting rights as provided in Article V hereof, and holders
of the Shares of any Series shall be entitled to receive dividends, when, if and
as declared with respect thereto in the manner provided in Article VI, Section 1
hereof. No Shares shall have any priority or preference over any other Share of
the same Series with respect to dividends or distributions upon termination of
the Trust or of such Series made pursuant to Article VIII, Section 4 hereof. All
dividends and distributions shall be made ratably among all Shareholders of a
particular (class of a) particular Series from the assets held with respect to
such Series according to the number of Shares of such (class of such) Series
held of record by such Shareholder on the record date for any dividend or
distribution or on the date of termination, as the case may be. Shareholders
shall have no preemptive or other right to subscribe to any additional Shares or
other securities issued by the Trust or any Series. The Trustees may from time
to time divide or combine the Shares of any particular Series into a greater or
lesser number of Shares of that Series without thereby materially changing the
proportionate beneficial interest of the Shares of that Series in the assets
held with respect to that Series or materially affecting the rights of Shares of
any other Series.

Section 2. Ownership of Shares. The ownership of Shares shall
be recorded on the books of the Trust or a transfer or similar agent for the
Trust, which books shall be maintained separately for the Shares of each Series
(or class). No certificates certifying the ownership of Shares shall be issued
except as the Board of Trustees may otherwise determine from time to time. The
Trustees may make such rules as they consider appropriate for the transfer of
Shares of each Series (or class) and similar matters. The record books of the
Trust as kept by the Trust or any transfer or similar agent, as the case may be,
shall

3
<PAGE> 7
be conclusive as to who are the Shareholders of each Series (or class) and as to
the number of Shares of each Series (or class) held from time to time by each.

Section 3. Investments in the Trust. Investments may be
accepted by the Trust from such Persons, at such times, on such terms, and for
such consideration as the Trustees from time to time may authorize.

Section 4. Status of Shares and Limitation of Personal
Liability. Shares shall be deemed to be personal property giving only the rights
provided in this instrument. Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and agreed to the terms
hereof and to have become a party hereto. The death of a Shareholder during the
existence of the Trust shall not operate to terminate the Trust, nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but entitles
such representative only to the rights of said deceased Shareholder under this
Trust. Ownership of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust Property or right to call for a partition
or division of the same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders as partners. Neither the Trust nor the Trustees, nor
any officer, employee or agent of the Trust shall have any power to bind
personally any Shareholders, nor, except as specifically provided herein, to
call upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time personally agree
to pay.

Section 5. Power of Board of Trustees to Change Provisions
Relating to Shares. Notwithstanding any other provision of this Declaration of
Trust and without limiting the power of the Board of Trustees to amend the
Declaration of Trust as provided elsewhere herein, the Board of Trustees shall
have the power to amend this Declaration of Trust, at any time and from time to
time, in such manner as the Board of Trustees may determine in their sole
discretion, without the need for Shareholder action, so as to add to, delete,
replace or otherwise modify any provisions relating to the Shares contained in
this Declaration of Trust, provided that before adopting any such amendment
without Shareholder approval the Board of Trustees shall determine that it is
consistent with the fair and equitable treatment of all Shareholders or that
Shareholder approval is not otherwise required by the 1940 Act or other
applicable law. If Shares have been issued, Shareholder approval shall be
required to adopt any amendments to this Declaration of Trust which would
adversely affect to a material degree the rights and preferences of the Shares
of any Series (or class) or to increase or decrease the par value of the Shares
of any Series (or class).

4
<PAGE> 8
Subject to the foregoing Paragraph, the Board of Trustees may
amend the Declaration of Trust to amend any of the provisions set forth in
paragraphs (a) through (i) of Section 6 of this Article III.

Section 6. Establishment and Designation of Series. The
establishment and designation of any Series (or class) of Shares shall be
effective upon the resolution by a majority of the then Trustees, adopting a
resolution which sets forth such establishment and designation and the relative
rights and preferences of such Series (or class). Each such resolution shall be
incorporated herein by reference upon adoption.

Shares of each Series (or class) established pursuant to this
Section 6, unless otherwise provided in the resolution establishing such Series,
shall have the following relative rights and preferences:

(a) Assets Held With Respect to a Particular Series. All
consideration received by the Trust for the issue or sale of Shares of a
particular Series, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof from
whatever source derived, including, without limitation, any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may be,
shall irrevocably be held with respect to that Series for all purposes, subject
only to the rights of creditors, and shall be so recorded upon the books of
account of the Trust. Such consideration, assets, income, earnings, profits and
proceeds thereof, from whatever source derived, including, without limitation,
any proceeds derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds, in
whatever form the same may be, are herein referred to as "assets held with
respect to" that Series. In the event that there are any assets, income,
earnings, profits and proceeds thereof, funds or payments which are not readily
identifiable as assets held with respect to any particular Series (collectively
"General Assets"), the Trustees shall allocate such General Assets to, between
or among any one or more of the Series in such manner and on such basis as the
Trustees, in their sole discretion, deem fair and equitable, and any General
Asset so allocated to a particular Series shall be held with respect to that
Series. Each such allocation by the Trustees shall be conclusive and binding
upon the Shareholders of all Series for all purposes.

(b) Liabilities Held With Respect to a Particular Series. The
assets of the Trust held with respect to each particular Series shall be charged
against the liabilities of the Trust held with respect to that Series and all
expenses, costs, charges and reserves attributable to that Series, and any
general liabilities of the Trust which are not readily identifiable as

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<PAGE> 9
being held with respect to any particular Series shall be allocated and charged
by the Trustees to and among any one or more of the Series in such manner and on
such basis as the Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges, and reserves so charged to a Series are
herein referred to as "liabilities held with respect to" that Series. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the holders of all Series for all purposes.
All Persons who have extended credit which has been allocated to a particular
Series, or who have a claim or contract which has been allocated to any
particular Series, shall look to the assets of that particular Series for
payment of such credit, claim, or contract.

(c) Dividends, Distributions, Redemptions, and Repurchases.
Notwithstanding any other provisions of this Declaration of Trust, including,
without limitation, Article VI, no dividend or distribution including, without
limitation, any distribution paid upon termination of the Trust or of any Series
(or class) with respect to, nor any redemption or repurchase of, the Shares of
any Series (or class) shall be effected by the Trust other than from the assets
held with respect to such Series, nor, except as specifically provided in
Section 7 of this Article III, shall any Shareholder of any particular Series
otherwise have any right or claim against the assets held with respect to any
other Series except to the extent that such Shareholder has such a right or
claim hereunder as a Shareholder of such other Series. The Trustees shall have
full discretion, to the extent not inconsistent with the 1940 Act, to determine
which items shall be treated as income and which items as capital; and each such
determination and allocation shall be conclusive and binding upon the
Shareholders.

(d) Voting. All Shares of the Trust entitled to vote on a
matter shall vote separately by Series (and, if applicable, by class): that is,
the Shareholders of each Series (or class) shall have the right to approve or
disapprove matters affecting the Trust and each respective Series (or class) as
if the Series (or classes) were separate companies. There are, however, two
exceptions to voting by separate Series (or classes). First, if the 1940 Act
requires all Shares of the Trust to be voted in the aggregate without
differentiation between the separate Series (or classes), then all the Trust's
Shares shall be entitled to vote on a one-vote-per-Share basis. Second, if any
matter affects only the interests of some but not all Series (or classes), then
only the Shareholders of such affected Series (or classes) shall be entitled to
vote on the matter.

(e) Equality. All the Shares of each particular Series shall
represent an equal proportionate interest in the assets held with respect to
that Series (subject to the liabilities held with respect to that Series and
such rights and preferences as may have been established and designated with
respect to classes of Shares

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<PAGE> 10
within such Series), and each Share of any particular Series shall be equal to
each other Share of that Series.

(f) Fractions. Any fractional Share of a Series shall carry
proportionately all the rights and obligations of a whole share of that Series,
including rights with respect to voting, receipt of dividends and distributions,
redemption of Shares and termination of the Trust.

(g) Exchange Privilege. The Trustees shall have the authority
to provide that the holders of Shares of any Series shall have the right to
exchange said Shares for Shares of one or more other Series of Shares in
accordance with such requirements and procedures as may be established by the
Trustees.

(h) Combination of Series. The Trustees shall have the
authority, without the approval of the Shareholders of any Series unless
otherwise required by applicable law, to combine the assets and liabilities held
with respect to any two or more Series into assets and liabilities held with
respect to a single Series.

(i) Elimination of Series. At any time that there are no
Shares outstanding of any particular Series (or class) previously established
and designated, the Trustees may by resolution of a majority of the then
Trustees abolish that Series (or class) and rescind the establishment and
designation thereof.

Section 7. Indemnification of Shareholders. If any Shareholder
or former Shareholder shall be exposed to liability by reason of a claim or
demand relating to his being or having been a Shareholder, and not because of
his acts or omissions, the Shareholder or former Shareholder (or his heirs,
executors, administrators, or other legal representatives or in the case of a
corporation or other entity, its corporate or other general successor) shall be
entitled to be held harmless from and indemnified out of the assets of the Trust
against all loss and expense arising from such claim or demand.

ARTICLE IV

The Board of Trustees

Section 1. Number, Election and Tenure. The number of Trustees
constituting the Board of Trustees shall be fixed from time to time by a written
instrument signed, or by resolution approved at a duly constituted meeting, by a
majority of the Board of Trustees, provided, however, that the number of
Trustees shall in no event be less than one (1) nor more than fifteen (15). The
Board of Trustees, by action of a majority of the then Trustees at a duly
constituted meeting, may fill vacancies in the Board of Trustees or remove
Trustees with or without cause. Each Trustee

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<PAGE> 11
shall serve during the continued lifetime of the Trust until he dies, resigns,
is declared bankrupt or incompetent by a court of appropriate jurisdiction, or
is removed, or, if sooner, until the next meeting of Shareholders called for the
purpose of electing Trustees and until the election and qualification of his
successor. Any Trustee may resign at any time by written instrument signed by
him and delivered to any officer of the Trust or to a meeting of the Trustees.
Such resignation shall be effective upon receipt unless specified to be
effective at some other time. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following his
resignation or removal, or any right to damages on account of such removal. The
Shareholders may fix the number of Trustees and elect Trustees at any meeting of
Shareholders called by the Trustees for that purpose. Any Trustee may be removed
at any meeting of Shareholders by a vote of two-thirds of the outstanding Shares
of the Trust. A meeting of Shareholders for the purpose of electing or removing
one or more Trustees may be called (i) by the Trustees upon their own vote, or
(ii) upon the demand of Shareholders owning 10% or more of the Shares of the
Trust in the aggregate.

Section 2. Effect of Death, Resignation, etc. of a Trustee.
The death, declination, resignation, retirement, removal, or incapacity of one
or more Trustees, or all of them, shall not operate to annul the Trust or to
revoke any existing agency created pursuant to the terms of this Declaration of
Trust. Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled as provided in Article IV, Section 1, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by this Declaration
of Trust. As conclusive evidence of such vacancy, a written instrument
certifying the existence of such vacancy may be executed by an officer of the
Trust or by a majority of the Board of Trustees. In the event of the death,
declination, resignation, retirement, removal, or incapacity of all the then
Trustees within a short period of time and without the opportunity for at least
one Trustee being able to appoint additional Trustees to fill vacancies, the
Trust's Investment Manager(s) are empowered to appoint new Trustees subject to
the provisions of Section 16(a) of the 1940 Act.

Section 3. Powers. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed by the Board of
Trustees, and such Board shall have all powers necessary or convenient to carry
out that responsibility including the power to engage in securities transactions
of all kinds on behalf of the Trust. Without limiting the foregoing, the
Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust
providing for the regulation and management of the affairs of the Trust and may
amend and repeal them to the extent that such By-Laws do not reserve that right
to the Shareholders; fill vacancies in or

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<PAGE> 12
remove from their number, and may elect and remove such officers and appoint and
terminate such agents as they consider appropriate; appoint from their own
number and establish and terminate one or more committees consisting of two or
more Trustees which may exercise the powers and authority of the Board of
Trustees to the extent that the Trustees determine; employ one or more
custodians of the assets of the Trust and may authorize such custodians to
employ subcustodians and to deposit all or any part of such assets in a system
or systems for the central handling of securities or with a Federal Reserve
Bank, retain a transfer agent or a Shareholder servicing agent, or both; provide
for the issuance and distribution of Shares by the Trust directly or through one
or more Principal Underwriters or otherwise; redeem, repurchase and transfer
Shares pursuant to applicable law; set record dates for the determination of
Shareholders with respect to various matters; declare and pay dividends and
distributions to Shareholders of each Series from the assets of such Series; and
in general delegate such authority as they consider desirable to any officer of
the Trust, to any committee of the Trustees and to any agent or employee of the
Trust or to any such custodian, transfer or Shareholder servicing agent, or
Principal Underwriter. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of this Declaration of Trust, the presumption shall be in favor of a
grant of power to the Trustees. Unless otherwise specified or required by law,
any action by the Board of Trustees shall be deemed effective if approved or
taken by a majority of the Trustees then in office.

Without limiting the foregoing, the Trust shall have power and
authority:

(a) To invest and reinvest cash, to hold cash uninvested, and
to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own,
hold, pledge, sell, assign, transfer, exchange, distribute, write options on,
lend or otherwise deal in or dispose of contracts for the future acquisition or
delivery of fixed income or other securities, and securities of every nature and
kind, including, without limitation, all types of bonds, debentures, stocks,
negotiable or non-negotiable instruments, obligations, evidences of
indebtedness, certificates of deposit or indebtedness, commercial paper,
repurchase agreements, bankers' acceptances, and other securities of any kind,
issued, created, guaranteed, or sponsored by any and all Persons, including,
without limitation, states, territories, and possessions of the United States
and the District of Columbia and any political subdivision, agency, or
instrumentality thereof, any foreign government or any political subdivision of
the U.S. Government or any foreign government, or any international
instrumentality, or by any bank or savings institution, or by any corporation or
organization organized under the laws of the United States or of any state,
territory, or possession thereof, or by any corporation or

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<PAGE> 13
organization organized under any foreign law, or in "when issued" contracts for
any such securities, to change the investments of the assets of the Trust; and
to exercise any and all rights, powers, and privileges of ownership or interest
in respect of any and all such investments of every kind and description,
including, without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more Persons, to exercise any of
said rights, powers, and privileges in respect of any of said instruments;

(b) To sell, exchange, lend, pledge, mortgage, hypothecate,
lease, or write options with respect to or otherwise deal in any property rights
relating to any or all of the assets of the Trust or any Series;

(c) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property, and to execute
and deliver proxies or powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees shall deem
proper;

(d) To exercise powers and right of subscription or otherwise
which in any manner arise out of ownership of securities;

(e) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form, or in its
own name or in the name of a custodian or subcustodian or a nominee or nominees
or otherwise;

(f) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer of any
security which is held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such corporation or issuer; and to pay
calls or subscriptions with respect to any security held in the Trust;

(g) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that connection to
deposit any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such portion of the
expenses and compensation of such committee, depositary or trustee as the
Trustees shall deem proper;

(h) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in controversy, including but not
limited to claims for taxes;

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(i) To enter into joint ventures, general or limited
partnerships and any other combination or associations;

(j) To borrow funds or other property in the name of the Trust
exclusively for Trust purposes;

(k) To endorse or guarantee the payment of any notes or other
obligations of any Person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;

(l) To purchase and pay for entirely out of Trust Property
such insurance as the Trustees may deem necessary or appropriate for the conduct
of the business, including, without limitation, insurance policies insuring the
assets of the Trust or payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers, principal underwriters, or
independent contractors of the Trust, individually against all claims and
liabilities of every nature arising by reason of holding Shares, holding, being
or having held any such office or position, or by reason of any action alleged
to have been taken or omitted by any such Person as Trustee, officer, employee,
agent, investment adviser, principal underwriter, or independent contractor,
including any action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to indemnify such
Person against liability; and

(m) to adopt, establish and carry out pension, profit-sharing,
share bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust.

The Trust shall not be limited to investing in obligations
maturing before the possible termination of the Trust or one or more of its
Series. The Trust shall not in any way be bound or limited by any present or
future law or custom in regard to investment by fiduciaries. The Trust shall not
be required to obtain any court order to deal with any assets of the Trust or
take any other action hereunder.

Section 4. Payment of Expenses by the Trust. The Trustees are
authorized to pay or cause to be paid out of the principal or income of the
Trust, or partly out of the principal and partly out of income, as they deem
fair, all expenses, fees, charges, taxes and liabilities incurred or arising in
connection with the Trust, or in connection with the management thereof,
including, but not limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees, investment adviser
or manager, principal underwriter,

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<PAGE> 15
auditors, counsel, custodian, transfer agent, Shareholder servicing agent, and
such other agents or independent contractors and such other expenses and charges
as the Trustees may deem necessary or proper to incur.

Section 5. Payment of Expenses by Shareholders. The Trustees
shall have the power, as frequently as they may determine, to cause each
Shareholder, or each Shareholder of any particular Series, to pay directly, in
advance or arrears, for charges of the Trust's custodian or transfer,
Shareholder servicing or similar agent, an amount fixed from time to time by the
Trustees, by setting off such charges due from such Shareholder from declared
but unpaid dividends owed such Shareholder and/or by reducing the number of
shares in the account of such Shareholder by that number of full and/or
fractional Shares which represents the outstanding amount of such charges due
from such Shareholder.

Section 6. Ownership of Assets of the Trust. Title to all of
the assets of the Trust shall at all times be considered as vested in the Trust,
except that the Trustees shall have power to cause legal title to any Trust
Property to be held by or in the name of one or more of the Trustees, or in the
name of the Trust, or in the name of any other Person as nominee, on such terms
as the Trustees may determine. The right, title and interest of the Trustees in
the Trust Property shall vest automatically in each Person who may hereafter
become a Trustee. Upon the resignation, removal or death of a Trustee he shall
automatically cease to have any right, title or interest in any of the Trust
Property, and the right, title and interest of such Trustee in the Trust
Property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.

Section 7. Service Contracts.

(a) Subject to such requirements and restrictions as may be
set forth in the By-Laws, the Trustees may, at any time and from time to time,
contract for exclusive or nonexclusive advisory, management and/or
administrative services for the Trust or for any Series with any corporation,
trust, association or other organization; and any such contract may contain such
other terms as the Trustees may determine, including without limitation,
authority for the Investment Manager or administrator to determine from time to
time without prior consultation with the Trustees what investments shall be
purchased, held, sold or exchanged and what portion, if any, of the assets of
the Trust shall be held uninvested and to make changes in the Trust's
investments, or such other activities as may specifically be delegated to such
party.

(b) The Trustees may also, at any time and from time to time,
contract with any corporation, trust, association or other organization,
appointing it exclusive or nonexclusive distributor

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or Principal Underwriter for the Shares of one or more of the Series (or
classes) or other securities to be issued by the Trust. Every such contract
shall comply with such requirements and restrictions as may be set forth in the
By-Laws; and any such contract may contain such other terms as the Trustees may
determine.

(c) The Trustees are also empowered, at any time and from time
to time, to contract with any corporations, trusts, associations or other
organizations, appointing it or them the custodian, transfer agent and/or
Shareholder servicing agent for the Trust or one or more of its Series. Every
such contract shall comply with such requirements and restrictions as may be set
forth in the By-Laws or stipulated by resolution of the Trustees.

(d) The Trustees are further empowered, at any time and from
time to time, to contract with any entity to provide such other services to the
Trust or one or more of the Series, as the Trustees determine to be in the best
interests of the Trust and the applicable Series.

(e) The fact that:

(i) any of the Shareholders, Trustees, or officers of
the Trust is a shareholder, director, officer, partner,
trustee, employee, Manager, adviser, Principal Underwriter,
distributor, or affiliate or agent of or for any corporation,
trust, association, or other organization, or for any parent
or affiliate of any organization with which an advisory,
management or administration contract, or principal
underwriter's or distributor's contract, or transfer,
Shareholder servicing or other type of service contract may
have been or may hereafter be made, or that any such
organization, or any parent or affiliate thereof, is a
Shareholder or has an interest in the Trust, or that

(ii) any corporation, trust, association or other
organization with which an advisory, management or
administration contract or principal underwriter's or
distributor's contract, or transfer, Shareholder servicing or
other type of service contract may have been or may hereafter
be made also has an advisory, management or administration
contract, or principal underwriter's or distributor's
contract, or transfer, shareholder servicing or other service
contract with one or more other corporations, trust,
associations, or other organizations, or has other business or
interests,

shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same, or create any liability or accountability to

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the Trust or its Shareholders, provided approval of each such contract is made
pursuant to the requirements of the 1940 Act.

ARTICLE V

Shareholders' Voting Powers and Meetings

Section 1. Voting Powers. Subject to the provisions of Article
III, Section 6(d), the Shareholders shall have power to vote only (i) for the
election or removal of Trustees as provided in Article IV, Section 1, and (ii)
with respect to such additional matters relating to the Trust as may be required
by this Declaration of Trust, the By-Laws or any registration of the Trust with
the Commission (or any successor agency) or any state, or as the Trustees may
consider necessary or desirable. Each whole Share shall be entitled to one vote
as to any matter on which it is entitled to vote and each fractional Share shall
be entitled to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by proxy. A
proxy with respect to Shares held in the name of two or more persons shall be
valid if executed by any one of them unless at or prior to exercise of the proxy
the Trust receives a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a Shareholder shall
be deemed valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger.

Section 2. Voting Power and Meetings. Meetings of the
Shareholders may be called by the Trustees for the purpose of electing Trustees
as provided in Article IV, Section 1 and for such other purposes as may be
prescribed by law, by this Declaration of Trust or by the By-Laws. Meetings of
the Shareholders may also be called by the Trustees from time to time for the
purpose of taking action upon any other matter deemed by the Trustees to be
necessary or desirable. A meeting of Shareholders may be held at any place
designated by the Trustees. Written notice of any meeting of Shareholders shall
be given or caused to be given by the Trustees by mailing such notice at least
seven (7) days before such meeting, postage prepaid, stating the time and place
of the meeting, to each Shareholder at the Shareholder's address as it appears
on the records of the Trust. Whenever notice of a meeting is required to be
given to a Shareholder under this Declaration of Trust or the By-Laws, a written
waiver thereof, executed before or after the meeting by such Shareholder or his
attorney thereunto authorized and filed with the records of the meeting, shall
be deemed equivalent to such notice.

Section 3. Quorum and Required Vote. Except when a
larger quorum is required by applicable law, by the By-Laws or by
this Declaration of Trust, forty percent (40%) of the Shares
entitled to vote shall constitute a quorum at a Shareholders'

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meeting. When any one or more Series (or classes) is to vote as a single class
separate from any other Shares, forty percent (40%) of the Shares of each such
Series (or classes) entitled to vote shall constitute a quorum at a
Shareholders's meeting of that Series. Any meeting of Shareholders may be
adjourned from time to time by a majority of the votes properly cast upon the
question of adjourning a meeting to another date and time, whether or not a
quorum is present, and the meeting may be held as adjourned within a reasonable
time after the date set for the original meeting without further notice. Subject
to the provisions of Article III, Section 6(d), when a quorum is present at any
meeting, a majority of the Shares voted shall decide any questions and a
plurality shall elect a Trustee, except when a larger vote is required by any
provision of this Declaration of Trust or the By-Laws or by applicable law.

Section 4. Action by Written Consent. Any action taken by
Shareholders may be taken without a meeting if Shareholders holding a majority
of the Shares entitled to vote on the matter (or such larger proportion thereof
as shall be required by any express provision of this Declaration of Trust or by
the By-Laws) and holding a majority (or such larger proportion as aforesaid) of
the Shares of any Series (or class) entitled to vote separately on the matter
consent to the action in writing and such written consents are filed with the
records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.

Section 5. Record Dates. For the purpose of determining the
Shareholders of any Series (or class) who are entitled to vote or act at any
meeting or any adjournment thereof, the Trustees may from time to time fix a
time, which shall be not more than ninety (90) days before the date of any
meeting of Shareholders, as the record date for determining the Shareholders of
such Series (or class) having the right to notice of and to vote at such meeting
and any adjournment thereof, and in such case only Shareholders of record on
such record date shall have such right, notwithstanding any transfer of shares
on the books of the Trust after the record date. For the purpose of determining
the Shareholders of any Series (or class) who are entitled to receive payment of
any dividend or of any other distribution, the Trustees may from time to time
fix a date, which shall be before the date for the payment of such dividend or
such other payment, as the record date for determining the Shareholders of such
Series (or class) having the right to receive such dividend or distribution.
Without fixing a record date the Trustees may for voting and/or distribution
purposes close the register or transfer books for one or more Series for all or
any part of the period between a record date and a meeting of Shareholders or
the payment of a distribution. Nothing in this Section shall be construed as
precluding the Trustees from setting different record dates for different Series
(or classes).

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Section 6. Additional Provisions. The By-Laws may include
further provisions for Shareholders' votes and meetings and related matters.

ARTICLE VI

Net Asset Value, Distributions, and Redemptions

Section 1. Determination of Net Asset Value, Net Income, and
Distributions. Subject to Article III, Section 6 hereof, the Trustees, in their
absolute discretion, may prescribe and shall set forth in the By-Laws or in a
duly adopted vote of the Trustees such bases and time for determining the per
Share or net asset value of the Shares of any Series or net income attributable
to the Shares of any Series, or the declaration and payment of dividends and
distributions on the Shares of any Series, as they may deem necessary or
desirable.

Section 2. Redemptions and Repurchases. The Trust shall
purchase such Shares as are offered by any Shareholder for redemption, upon the
presentation of a proper instrument of transfer together with a request directed
to the Trust or a Person designated by the Trust that the Trust purchase such
Shares or in accordance with such other procedures for redemption as the
Trustees may from time to time authorize; and the Trust will pay therefor the
net asset value thereof, in accordance with the ByLaws and applicable law.
Payment for said Shares shall be made by the Trust to the Shareholder within
seven days after the date on which the request is made in proper form. The
obligation set forth in this Section 2 is subject to the provision that in the
event that any time the New York Stock Exchange (the "Exchange") is closed for
other than weekends or holidays, or if permitted by the Rules of the Commission
during periods when trading on the Exchange is restricted or during any
emergency which makes it impracticable for the Trust to dispose of the
investments of the applicable Series or to determine fairly the value of the net
assets held with respect to such Series or during any other period permitted by
order of the Commission for the protection of investors, such obligations may be
suspended or postponed by the Trustees.

The redemption price may in any case or cases be paid wholly
or partly in kind if the Trustees determine that such payment is advisable in
the interest of the remaining Shareholders of the Series for which the Shares
are being redeemed. Subject to the foregoing, the fair value, selection and
quantity of securities or other property so paid or delivered as all or part of
the redemption price may be determined by or under authority of the Trustees. In
no case shall the Trust be liable for any delay of any corporation or other
Person in transferring securities selected for delivery as all or part of any
payment in kind.

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Section 3. Redemptions at the Option of the Trust. The Trust
shall have the right at its option and at any time to redeem Shares of any
Shareholder at the net asset value thereof as described in Section 1 of this
Article VI: (i) if at such time such Shareholder owns Shares of any Series
having an aggregate net asset value of less than an amount determined from time
to time by the Trustees prior to the acquisition of said Shares; or (ii) to the
extent that such Shareholder owns Shares of a particular Series equal to or in
excess of a percentage of the outstanding Shares of that Series determined from
time to time by the Trustees; or (iii) to the extent that such Shareholder owns
Shares equal to or in excess of a percentage, determined from time to time by
the Trustees, of the outstanding Shares of the Trust or of any Series.

ARTICLE VII

Compensation and Limitation of Liability of Trustees

Section 1. Compensation. The Trustees as such shall be
entitled to reasonable compensation from the Trust, and they may fix the amount
of such compensation. Nothing herein shall in any way prevent the employment of
any Trustee for advisory, management, legal, accounting, investment banking or
other services and payment for the same by the Trust.

Section 2. Indemnification and Limitation of Liability. The
Trustees shall not be responsible or liable in any event for any neglect or
wrong-doing of any officer, agent, employee, Manager or Principal Underwriter of
the Trust, nor shall any Trustee be responsible for the act or omission of any
other Trustee, and the Trust out of its assets shall indemnify and hold harmless
each and every Trustee from and against any and all claims and demands
whatsoever arising out of or related to each Trustee's performance of his duties
as a Trustee of the Trust; provided that nothing herein contained shall
indemnify, hold harmless or protect any Trustee from or against any liability to
the Trust or any Shareholder to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever issued, executed or done by
or on behalf of the Trust or the Trustees or any of them in connection with the
Trust shall be conclusively deemed to have been issued, executed or done only in
or with respect to their or his capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.

Section 3. Trustee's Good Faith Action, Expert Advice, No Bond
or Surety. The exercise by the Trustees of their powers and discretions
hereunder shall be binding upon everyone

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<PAGE> 21
interested. A Trustee shall be liable to the Trust and to any Shareholder solely
for his own willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of Trustee, and
shall not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, and shall be under no liability for
any act or omission in accordance with such advice nor for failing to follow
such advice. The Trustees shall not be required to give any bond as such, nor
any surety if a bond is required.

Section 4. Insurance. The Trustees shall be entitled and
empowered to the fullest extent permitted by law to purchase with Trust assets
insurance for liability and for all expenses reasonably incurred or paid or
expected to be paid by a Trustee or officer in connection with any claim,
action, suit or proceeding in which he becomes involved by virtue of his
capacity or former capacity with the Trust.

ARTICLE VIII

Miscellaneous

Section 1. Liability of Third Persons Dealing with Trustees.
No Person dealing with the Trustees shall be bound to make any inquiry
concerning the validity of any transaction made or to be made by the Trustees or
to see to the application of any payments made or property transferred to the
Trust or upon its order.

Section 2. Termination of Trust or Series. Unless terminated
as provided herein, the Trust shall continue without limitation of time. The
Trust may be terminated at any time by vote of a majority of the Shares of each
Series entitled to vote, voting separately by Series, or by the Trustees by
written notice to the Shareholders. Any Series may be terminated at any time by
vote of a majority of the Shares of that Series or by the Trustees by written
notice to the Shareholders of that Series.

Upon termination of the Trust (or any Series, as the case may
be), after paying or otherwise providing for all charges, taxes, expenses and
liabilities held, severally, with respect to each Series (or the applicable
Series, as the case may be), whether due or accrued or anticipated as may be
determined by the Trustees, the Trust shall, in accordance with such procedures
as the Trustees consider appropriate, reduce the remaining assets held,
severally, with respect to each Series (or the applicable Series, as the case
may be), to distributable form in cash or shares or other securities, or any
combination thereof, and distribute the proceeds held with respect to each
Series (or the applicable Series, as the

18
<PAGE> 22
case may be), to the Shareholders of that Series, as a Series, ratably according
to the number of Shares of that Series held by the several Shareholders on the
date of termination.

Section 3. Merger and Consolidation. the Trustees may cause
(i) the Trust or one or more of its Series to the extent consistent with
applicable law to be merged into or consolidated with another Trust or company,
(ii) the Shares of the Trust or any Series to be converted into beneficial
interests in another business trust (or series thereof) created pursuant to this
Section 3 of Article VIII, or (iii) the Shares to be exchanged under or pursuant
to any state or federal statute to the extent permitted by law. Such merger or
consolidation, Share conversion or Share exchange must be authorized by vote of
a majority of the outstanding Shares of the Trust, as a whole, or any affected
Series, as may be applicable; provided that in all respects not governed by
statute or applicable law, the Trustees shall have power to prescribe the
procedure necessary or appropriate to accomplish a sale of assets, merger or
consolidation including the power to create one or more separate business trusts
to which all or any part of the assets, liabilities, profits or losses of the
Trust may be transferred and to provide for the conversion of Shares of the
Trust or any Series into beneficial interests in such separate business trust or
trusts (or series thereof).

Section 4. Amendments. This Declaration of Trust may be
restated and/or amended at any time by an instrument in writing signed by a
majority of the then Trustees and, if required, by approval of such amendment by
Shareholders in accordance with Article V, Section 3 hereof. Any such
restatement and/or amendment hereto shall be effective immediately upon
execution and approval. The Certificate of Trust of the Trust may be restated
and/or amended by a similar procedure, and any such restatement and/or amendment
shall be effective immediately upon filing with the Office of the Secretary of
State of the State of Delaware or upon such future date as may be stated
therein.

Section 5. Filing of Copies, References, Headings. The
original or a copy of this instrument and of each restatement and/or amendment
hereto shall be kept at the office of the Trust where it may be inspected by any
Shareholder. Anyone dealing with the Trust may rely on a certificate by an
officer of the Trust as to whether or not any such restatements and/or
amendments have been made and as to any matters in connection with the Trust
hereunder; and, with the same effect as if it were the original, may rely on a
copy certified by an officer of the Trust to be a copy of this instrument or of
any such restatements and/or amendments. In this instrument and in any such
restatements and/or amendment, references to this instrument, and all
expressions like "herein", "hereof" and "hereunder", shall be deemed to refer to
this instrument as amended or affected by any such restatements and/or
amendments. Headings are placed herein for convenience of

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<PAGE> 23
reference only and shall not be taken as a part hereof or control or affect the
meaning, construction or effect of this instrument. Whenever the singular number
is used herein, the same shall include the plural; and the neuter, masculine and
feminine genders shall include each other, as applicable. This instrument may be
executed in any number of counterparts each of which shall be deemed an
original.

Section 6. Applicable Law. This Agreement and Declaration of
Trust is created under and is to be governed by and construed and administered
according to the laws of the State of Delaware and the Delaware Business Trust
Act, as amended from time to time (the "Act"). The Trust shall be a Delaware
business trust pursuant to such Act, and without limiting the provisions hereof,
the Trust may exercise all powers which are ordinarily exercised by such a
business trust.

Section 7. Provisions in Conflict with Law or Regulations.

(a) The provisions of the Declaration of Trust are
severable, and if the Trustees shall determine, with the advice of counsel, that
any of such provisions is in conflict with the 1940 Act, the regulated
investment company provisions of the Internal Revenue Code or with other
applicable laws and regulations, the conflicting provision shall be deemed never
to have constituted a part of the Declaration of Trust; provided, however, that
such determination shall not affect any of the remaining provisions of the
Declaration of Trust or render invalid or improper any action taken or omitted
prior to such determination.

(b) If any provision of the Declaration of Trust
shall be held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect such provision in any other jurisdiction or any
other provision of the Declaration of Trust in any jurisdiction.

Section 8. Business Trust Only. It is the intention of the
Trustees to create a business trust pursuant to the Delaware Business Trust Act,
as amended from time to time (the "Act"), and thereby to create only the
relationship of trustee and beneficial owners within the meaning of such Act
between the Trustees and each Shareholder. It is not the intention of the
Trustees to create a general partnership, limited partnership, joint stock
association, corporation, bailment, or any form of legal relationship other than
a business trust pursuant to such Act. Nothing in this Declaration of Trust
shall be construed to make the Shareholders, either by themselves or with the
Trustees, partners or members of a joint stock association.

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<PAGE> 24
IN WITNESS WHEREOF, the Trustees named below do hereby make
and enter into this Declaration of Trust as of the 11th day of December 1991.

--------------------------
Judith Eng
560 Hudson Street
Hackensack, NJ 07601-6638

--------------------------
Kevin B. Page
560 Hudson Street
Hackensack, NJ 07601-6638

--------------------------
Robert H. Wadsworth
560 Hudson Street
Hackensack, NJ 07601-6638

THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS

300 North Lake Avenue
Pasadena, California 91101-4022

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<PAGE> 25
CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF TRUST

PIC INSTITUTIONAL TRUST

The undersigned certifies that:

1. The name of the business trust is PIC INSTITUTIONAL TRUST (the
"Business Trust").

2. The amendment to the Certificate of Trust of the Business Trust set
forth below has been duly authorized by the Board of Trustees of the
Business Trust:

The first Article is hereby amended to read as follows:

"FIRST: The name of the Business Trust is PIC INVESTMENT TRUST."

3. Pursuant to 12 Del. Code Section3810(b)(1)c, this Certificate of
Amendment to the Certificate of Trust of the Business Trust shall
become effective on April 15, 1992.

4. This Amendment is made pursuant to the Fourth Article of the
Certificate of Trust which reserves to the Trustees the right to amend,
alter, change or repeal any provision contained in the Certificate of
Trust.

IN WITNESS WHEREOF, the undersigned, being a trustee of the
Business Trust, has duly executed this Certificate of Amendment this 10th day of
April 1992.

/s/ Robert H. Wadsworth
-----------------------------------
Robert H. Wadsworth

<PAGE> 1

BY-LAWS

for the regulation, except as
otherwise provided by statute or the
Agreement and Declaration of Trust, of

PIC INSTITUTIONAL TRUST
a Delaware Business Trust
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I Offices
1. Principal Office....................................... 1
2. Delaware Office........................................ 1
3. Other Offices.......................................... 1

ARTICLE II Meetings of Shareholders
1. Place of Meetings...................................... 1
2. Call of Meeting........................................ 1
3. Notice of Shareholders' Meeting........................ 1
4. Manner of Giving Notice; Affidavit of Notice........... 2
5. Adjourned Meeting; Notice.............................. 2
6. Voting................................................. 3
7. Waiver of Notice of Consent by Absent
Shareholders........................................... 3
8. Shareholder Action by Written Consent Without a
Meeting................................................ 3
9. Record Date for Shareholder Notice, Voting and
Giving Consents........................................ 4
10. Proxies................................................ 5
11. Inspectors of Election................................. 5

ARTICLE III Trustees
1. Powers................................................. 6
2. Number of Trustees..................................... 6
3. Vacancies.............................................. 6
4. Place of Meetings and Meetings by Telephone............ 6
5. Regular Meetings....................................... 7
6. Special Meetings....................................... 7
7. Quorum................................................. 7
8. Waiver of Notice....................................... 7
9. Adjournment............................................ 8
10. Notice of Adjournment.................................. 8
11. Action Without a Meeting............................... 8
12. Fees and Compensation of Trustees...................... 8
13. Delegation of Power to Other Trustees.................. 8

ARTICLE IV Committees
1. Committees of Trustees................................. 8
2. Meetings and Action of Committees...................... 9

ARTICLE V Officers
1. Officers............................................... 9
2. Election of Officers................................... 10
3. Subordinate Officers................................... 10
4. Removal and Resignation of Officers.................... 10
5. Vacancies in Offices................................... 10
6. Chairman of the Board.................................. 10
7. President.............................................. 11

</TABLE>

i
<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
8. Vice Presidents........................................ 11
9. Secretary.............................................. 11
10. Treasurer.............................................. 12

ARTICLE VI Indemnification of Trustees, Officers
Employees and Other Agents
1. Agents, Proceedings and Expenses....................... 12
2. Actions Other than by Trust............................ 12
3. Actions by the Trust................................... 13
4. Exclusion and Indemnification.......................... 13
5. Successful Defense by Agent............................ 14
6. Required Approval...................................... 14
7. Advance of Expenses.................................... 14
8. Other Contractual Rights............................... 15
9. Limitations............................................ 15
10. Insurance.............................................. 15
11. Fiduciaries of Corporate Employee Benefit Plan......... 15

ARTICLE VII Records and Reports
1. Maintenance and Inspection of Share Register........... 16
2. Maintenance and Inspection of By-Laws.................. 16
3. Maintenance and Inspection of Other Records............ 16
4. Inspection by Trustees................................. 16
5. Financial Statements................................... 16

ARTICLE VIII General Matters
1. Checks, Drafts, Evidence of Indebtedness............... 17
2. Contracts and Instruments; How Executed................ 17
3. Certificate of Shares.................................. 17
4. Lost Certificates...................................... 18
5. Representation of Shares of Other Entities
Held by Trust.......................................... 18
6. Fiscal Year............................................ 18

ARTICLE IX Amendments
1. Amendment by Shareholders.............................. 18
2. Amendment by Trustees.................................. 18
3. Incorporation by Reference into Agreement and
Declaration of Trust of the Trust...................... 18

</TABLE>

ii
<PAGE> 4
BY-LAWS

PIC INSTITUTIONAL TRUST
A Delaware Business Trust

ARTICLE I
OFFICES

Section 1. PRINCIPAL OFFICE. The Board of Trustees shall fix and, from
time to time, may change the location of the principal executive office of the
Brandes International Fund (the "Trust") at any place within or outside the
State of Delaware.

Section 2. DELAWARE OFFICE. The Board of Trustees shall establish a
registered office in the State of Delaware and shall appoint as the Trust's
registered agent for service of process in the State of Delaware an individual
resident of the State of Delaware or a Delaware corporation or a corporation
authorized to transact business in the State of Delaware; in each case the
business office of such registered agent for service of process shall be
identical with the registered Delaware office of the Trust.

Section 3. OTHER OFFICES. The Board of Trustees may at any time
establish branch or subordinate offices at any place or places where the Trust
intends to do business.

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at
any place designated by the Board of Trustees. In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the Trust.

Section 2. CALL OF MEETING. A meeting of the shareholders may be called
at any time by the Board of Trustees or by the Chairman of the Board or by the
President.

Section 3. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 4 of
this Article II not less than seven (7) nor more than seventy-five (75) days
before the date of the meeting. The notice shall specify (i) the place, date and
hour of the meeting, and (ii) the general nature of the business to be
transacted. The notice of any meeting at which Trustees are to be elected also
shall include the name of any nominee or nominees whom at the time of the notice
are intended to be presented for election.

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<PAGE> 5
If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a Trustee has a direct or indirect financial
interest, (ii) an amendment of the Agreement and Declaration of Trust of the
Trust, (iii) a reorganization of the Trust, or (iv) a voluntary dissolution of
the Trust, the notice shall also state the general nature of that proposal.

Section 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder appearing on the books of the
Trust or its transfer agent or given by the shareholder to the Trust for the
purpose of notice. If no such address appears on the Trust's books or is given,
notice shall be deemed to have been given if sent to that shareholder by
first-class mail or telegraphic or other written communication to the Trust's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the Trust is returned to the Trust by the
United States Postal Service marked to indicate that the Postal Service is
unable to deliver the notice to the shareholder at that address, all future
notices or reports shall be deemed to have been duly given without further
mailing if these shall be available to the shareholder on written demand of the
shareholder at the principal executive office of the Trust for a period of one
year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any
shareholder's meeting shall be executed by the Secretary, Assistant Secretary or
any transfer agent of the Trust giving the notice and shall be filed and
maintained in the minute book of the Trust.

Section 5. ADJOURNED MEETING; NOTICE. Any shareholder's meeting,
whether or not a quorum is present, may be adjourned from time to time by the
vote of the majority of the shares represented at that meeting, either in person
or by proxy.

When any meeting of shareholders is adjourned to another time or place,
notice need not be given of the adjourned meeting at which the adjournment is
taken, unless a new record date of the adjourned meeting is fixed or unless the
adjournment is for more than sixty (60) days from the date set for the original
meeting, in which case the Board of Trustees shall set a new

2
<PAGE> 6
record date. Notice of any such adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Sections 3 and 4 of this Article II. At any adjourned
meeting, the Trust may transact any business which might have been transacted at
the original meeting.

Section 6. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of the
Agreement and Declaration of Trust of the Trust, as in effect at such time. The
shareholders' vote may be by voice vote or by ballot, provided, however, that
any election for Trustees must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than elections of Trustees, any
shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but if the
shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to the total shares that the shareholder is
entitled to vote on such proposal.

Section 7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. The
transactions of the meeting of shareholders, however called and noticed and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice if a quorum be present either in person or by proxy and
if either before or after the meeting, each person entitled to vote who was not
present in person or by proxy signs a written waiver of notice or a consent to a
holding of the meeting or an approval of the minutes. The waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any meeting of shareholders.

Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the beginning of the
meeting.

Section 8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action which may be taken at any meeting of shareholders may be taken without a
meeting and without prior notice if a consent in writing setting forth the
action so taken is signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
that action at a meeting at which all shares entitled to vote on that action
were present and voted. All such

3
<PAGE> 7
consents shall be filed with the Secretary of the Trust and shall be maintained
in the Trust's records. Any shareholder giving a written consent or the
shareholder's proxy holders or a transferee of the shares or a personal
representative of the shareholder or their respective proxy holders may revoke
the consent by a writing received by the Secretary of the Trust before written
consents of the number of shares required to authorize the proposed action have
been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary shall give prompt
notice of the action approved by the shareholders without a meeting. This notice
shall be given in the manner specified in Section 4 of this Article II. In the
case of approval of (i) contracts or transactions in which a Trustee has a
direct or indirect financial interest, (ii) indemnification of agents of the
Trust, and (iii) a reorganization of the Trust, the notice shall be given at
least ten (10) days before the consummation of any action authorized by that
approval.

Section 9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING
CONSENTS. For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to action without a meeting, the
Board of Trustees may fix in advance a record date which shall not be more than
ninety (90) days nor less than seven (7) days before the date of any such
meeting as provided in the Agreement and Declaration of Trust of the Trust.

If the Board of Trustees does not so fix a record date:

(a) The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at
the close of business on the business day next preceding the
day on which notice is given or if notice is waived, at the
close of business on the business day next preceding the day
on which the meeting is held.

(b) The record date for determining shareholders entitled to give
consent to action in writing without a meeting, (i) when no
prior action by the Board of Trustees has been taken, shall be
the day on which the first written consent is given, or (ii)
when prior action of the Board of Trustees has been taken,
shall be at the close of business on the day on which the
Board of Trustees adopt the resolution relating to that action
or the seventy-fifth day before the date of such other action,
whichever is later.

4
<PAGE> 8
Section 10. PROXIES. Every person entitled to vote for Trustees or on
any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the Secretary of the Trust. A proxy shall be deemed signed if the shareholder's
name is placed on the proxy (whether by manual signature, typewriting,
telegraphic transmission or otherwise) by the shareholder or the shareholder's
attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) revoked by the
person executing it before the vote pursuant to that proxy by a writing
delivered to the Trust stating that the proxy is revoked or by a subsequent
proxy executed by, or attendance at the meeting and voting in person by, the
person executing that proxy; or (ii) written notice of the death or incapacity
of the maker of that proxy is received by the Trust before the vote pursuant to
that proxy is counted; provided however, that no proxy shall be valid after the
expiration of eleven (11) months from the date of the proxy unless otherwise
provided in the proxy.

Section 11. INSPECTORS OF ELECTION. Before any meeting of shareholders,
the Board of Trustees may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may and on
the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more shareholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the Chairman of the meeting may and on the
request of any shareholder or a shareholder's proxy, shall appoint a person to
fill the vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the
existence of a quorum and the authenticity, validity and
effect of proxies;

(b) Receive votes, ballots or consents;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

5
<PAGE> 9
(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election
or vote with fairness to all shareholders.

ARTICLE III
TRUSTEES

Section 1. POWERS. Subject to the applicable provisions of the
Agreement and Declaration of Trust of the Trust and these By-Laws relating to
action required to be approved by the shareholders or by the outstanding shares,
the business and affairs of the Trust shall be managed and all powers shall be
exercised by or under the direction of the Board of Trustees.

Section 2. NUMBER OF TRUSTEES. The exact number of Trustees within the
limits specified in the Agreement and Declaration of Trust of the Trust shall be
fixed from time to time by a written instrument signed or a resolution approved
at a duly constituted meeting by a majority of the Board of Trustees.

Section 3. VACANCIES. Vacancies in the Board of Trustees may be filled
by a majority of the remaining Trustees, though less than a quorum, or by a sole
remaining Trustee, unless the Board of Trustees calls a meeting of shareholders
for the purposes of electing Trustees. In the event that at any time less than a
majority of the Trustees holding office at that time were so elected by the
holders of the outstanding voting securities of the Trust, the Board of Trustees
shall forthwith cause to be held as promptly as possible, and in any event
within sixty (60) days, a meeting of such holders for the purpose of electing
Trustees to fill any existing vacancies in the Board of Trustees, unless such
period is extended by order of the United States Securities and Exchange
Commission. Notwithstanding the above, whenever and for so long as the Trust is
a participant in or otherwise has in effect a Plan under which the Trust may be
deemed to bear expenses of distributing its shares as that practice is described
in Rule 12b-l under the Investment Company Act of 1940, then the selection and
nomination of the Trustees who are not interested persons of the Trust (as that
term is defined in the Investment Company Act of 1940) shall be, and is,
committed to the discretion of such disinterested Trustees.

Section 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of
the Board of Trustees may be held at any place that has been designated from
time to time by resolution of the Board. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the Trust.
Any meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all Trustees participating in the meeting
can hear one another and

6
<PAGE> 10
all such Trustees shall be deemed to be present in person at the meeting.

Section 5. REGULAR MEETINGS. Regular meetings of the Board of Trustees
shall be held without call at such time as shall from time to time be fixed by
the Board of Trustees. Such regular meetings may be held without notice.

Section 6. SPECIAL MEETINGS. Special meetings of the Board of Trustees
for any purpose or purposes may be called at any time by the Chairman of the
Board or the President or any Vice President or the Secretary or any two (2)
Trustees.

Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Trustee or sent by first-class mail or
telegram, charges prepaid, addressed to each Trustee at that Trustee's address
as it is shown on the records of the Trust. In case the notice is mailed, it
shall be deposited in the United States mail at least seven (7) calendar days
before the time of the holding of the meeting. In case the notice is delivered
personally or by telephone or to the telegraph company or by express mail or
similar service, it shall be given at least forty-eight (48) hours before the
time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated either to the Trustee or to a person at the office
of the Trustee who the person giving the notice has reason to believe will
promptly communicate it to the Trustee. The notice need not specify the purpose
of the meeting or the place if the meeting is to be held at the principal
executive office of the Trust.

Section 7. QUORUM. A majority of the authorized number of Trustees
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 10 of this Article III. Every act or decision done or made
by a majority of the Trustees present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Trustees, subject to the
provisions of the Agreement and Declaration of Trust of the Trust. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of Trustees if any action taken is approved by a
least a majority of the required quorum for that meeting.

Section 8. WAIVER OF NOTICE. Notice of any meeting need not be given to
any Trustee who either before or after the meeting signs a written waiver of
notice, a consent to holding the meeting, or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the records of the
Trust or made a part of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any Trustee who

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attends the meeting without protesting before or at its commencement the lack of
notice to that Trustee.

Section 9. ADJOURNMENT. A majority of the Trustees present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.

Section 10. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given unless the meeting is adjourned
for more than forty-eight (48) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting in the manner specified
in Section 7 of this Article III to the Trustees who were present at the time of
the adjournment.

Section 11. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of Trustees may be taken without a meeting if a
majority of the members of the Board of Trustees shall individually or
collectively consent in writing to that action. Such action by written consent
shall have the same force and effect as a majority vote of the Board of
Trustees. Such written consent or consents shall be filed with the minutes of
the proceedings of the Board of Trustees.

Section 12. FEES AND COMPENSATION OF TRUSTEES. Trustees and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Trustees. This Section 12 shall not be construed to preclude any
Trustee from serving the Trust in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation for those services.

Section 13. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees; provided that in no case shall
fewer than two (2) Trustees personally exercise the powers granted to the
Trustees under this Agreement and Declaration of Trust of the Trust except as
otherwise expressly provided herein or by resolution of the Board of Trustees.
Except where applicable law may require a Trustee to be present in person, a
Trustee represented by another Trustee pursuant to such power of attorney shall
be deemed to be present for purposes of establishing a quorum and satisfying the
required majority vote.

ARTICLE IV
COMMITTEES

Section 1. COMMITTEES OF TRUSTEES. The Board of Trustees may by
resolution adopted by a majority of the authorized number of Trustees designate
one or more committees, each consisting of

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two (2) or more Trustees, to serve at the pleasure of the Board. The Board may
designate one or more Trustees as alternate members of any committee who may
replace any absent member at any meeting of the committee. Any committee to the
extent provided in the resolution of the Board, shall have the authority of the
Board, except with respect to:

(a) the approval of any action which under applicable law also
requires shareholders' approval or approval of the outstanding
shares, or requires approval by a majority of the entire Board
or certain members of said Board;

(b) the filling of vacancies on the Board of Trustees or in any
committee;

(d) the amendment or repeal of the Agreement and Declaration of
Trust of the Trust or of the By-Laws or the adoption of new
By-Laws;

(e) the amendment or repeal of any resolution of the Board of
Trustees which by its express terms is not so amendable or
repealable;

(f) a distribution to the shareholders of the Trust, except at a
rate or in a periodic amount or within a designated range
determined by the Board of Trustees; or

(g) the appointment of any other committees of the Board of
Trustees or the members of these committees.

Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by and held and taken in accordance with the
provisions of Article III of these By-Laws, with such changes in the context
thereof as are necessary to substitute the committee and its members for the
Board of Trustees and its members, except that the time of regular meetings of
committees may be determined either by resolution of the Board of Trustees or by
resolution of the committee. Special meetings of committees may also be called
by resolution of the Board of Trustees. Alternate members shall be given notice
of meetings of committees and shall have the right to attend all meetings of
committees. The Board of Trustees may adopt rules for the government of any
committee not inconsistent with the provisions of these By-Laws.

ARTICLE V
OFFICERS

Section 1. OFFICERS. The officers of the Trust shall be a President, a
Secretary, and a Treasurer. The Trust may also

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have, at the discretion of the Board of Trustees, a Chairman of the Board, one
or more Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article V. Any number of offices may be
held by the same person.

Section 2. ELECTION OF OFFICERS. The officers of the Trust, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article V, shall be chosen by the Board of Trustees, and each
shall serve at the pleasure of the Board of Trustees, subject to the rights, if
any, of an officer under any contract of employment.

Section 3. SUBORDINATE OFFICERS. The Board of Trustees may appoint and
may empower the President to appoint such other officers as the business of the
Trust may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these By-Laws or as the
Board of Trustees may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights,
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the Board of Trustees at any regular
or special meeting of the Board of Trustees or by the principal executive
officer or by such other officer upon whom such power of removal may be
conferred by the Board of Trustees.

Any officer may resign at any time by giving written notice to the
Trust. Any resignation shall take effect at the date of the receipt of that
notice or at any later time specified in that notice; and unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Trust under any contract to which the officer is a party.

Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or other cause shall be filled in
the manner prescribed in these By-Laws for regular appointment to that office.
The President may make temporary appointments to a vacant office pending action
by the Board of Trustees.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
Officer is elected, shall if present preside at meetings of the Board of
Trustees, shall be the Chief Executive Officer of the Trust and shall, subject
to the control of the Board of Trustees, have general supervision, direction and
control of the business and the Officers of the Trust and exercise and perform
such other powers and duties as may be from

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<PAGE> 14
time to time assigned to him by the Board of Trustees or prescribed by the
By-Laws.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Board of Trustees to the Chairman of the Board, if there be
such an officer, the President shall be the chief operating officer of the Trust
and shall, subject to the control of the Board of Trustees and the Chairman,
have general supervision, direction and control of the business and the officers
of the Trust. He shall preside at all meetings of the shareholders and in the
absence of the Chairman of the Board or if there be none, at all meetings of the
Board of Trustees. He shall have the general powers and duties of management
usually vested in the office of President of a corporation and shall have such
other powers and duties as may be prescribed by the Board of Trustees or these
By-Laws.

Section 8. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Trustees or if not ranked, the Executive Vice President (who shall be
considered first ranked) and such other Vice Presidents as shall be designated
by the Board of Trustees, shall perform all the duties of the President and when
so acting shall have all powers of and be subject to all the restrictions upon
the President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Trustees or the President or the Chairman of the Board or by these
By-Laws.

Section 9. SECRETARY. The Secretary shall keep or cause to be kept at
the principal executive office of the Trust, or such other place as the Board of
Trustees may direct, a book of minutes of all meetings and actions of Trustees,
committees of Trustees and shareholders with the time and place of holding,
whether regular or special, and if special, how authorized, the notice given,
the names of those present at Trustees' meetings or committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings.

The Secretary shall keep or cause to be kept at the principal executive
office of the Trust or at the office of the Trust's transfer agent or registrar,
a share register or a duplicate share register showing the names of all
shareholders and their addresses, the number and classes of shares held by each,
the number and date of certificates issued for the same and

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the number and date of cancellation of every certificate surrendered for
cancellation.

The Secretary shall give or cause to be given notice of all meetings of
the shareholders and of the Board of Trustees required to be given by these
By-Laws or by applicable law and shall have such other powers and perform such
other duties as may be prescribed by the Board of Trustees or by these By-Laws.

Section 10. TREASURER. The Treasurer shall be the chief financial
officer and chief accounting officer of the Trust and shall keep and maintain or
cause to be kept and maintained adequate and correct books and records of
accounts of the properties and business transactions of the Trust, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital, retained earnings and shares. The books of account shall at all
reasonable times be open to inspection by any Trustee.

The Treasurer shall deposit all monies and other valuables in the name
and to the credit of the Trust with such depositaries as may be designated by
the Board of Trustees. He shall disburse the funds of the Trust as may be
ordered by the Board of Trustees, shall render to the President and Trustees,
whenever they request it, an account of all of his transactions as chief
financial officer and of the financial condition of the Trust and shall have
other powers and perform such other duties as may be prescribed by the Board of
Trustees or these By-Laws.

ARTICLE VI
INDEMNIFICATION OF TRUSTEES, OFFICERS,
EMPLOYEES AND OTHER AGENTS

Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.

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was an agent of this Trust, against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with such
proceeding, if it is determined that person acted in good faith and reasonably
believed:

(a) in the case of conduct in his official capacity as a Trustee
of the Trust, that his conduct was in the Trust's best
interests, and

(b) in all other cases, that his conduct was at least not opposed
to the Trust's best interests, and

(c) in the case of a criminal proceeding, that he had no
reasonable cause to believe the conduct of that person was
unlawful.

No indemnification shall be made under Sections 2 or 3 of this Article:

(a) In respect of any claim, issue, or matter as to which that
person shall have been adjudged to be liable on the basis that
personal benefit was improperly received by him, whether or
not the benefit resulted from an action taken in the person's
official capacity; or

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(b) In respect of any claim, issue or matter as to which that
person shall have been adjudged to be liable in the
performance of that person's duty to this Trust, unless and
only to the extent that the court in which that action was
brought shall determine upon application that in view of all
the circumstances of the case, that person was not liable by
reason of the disabling conduct set forth in the preceding
paragraph and is fairly and reasonably entitled to indemnity
for the expenses which the court shall determine; or

(a) A majority vote of a quorum consisting of Trustees who are not
parties to the proceeding and are not interested persons of
the Trust (as defined in the Investment Company Act of 1940);
or

(b) A written opinion by an independent legal counsel.

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it is ultimately determined that he or she is not entitled to indemnification,
together with at least one of the following as a condition to the advance: (i)
security for the undertaking; or (ii) the existence of insurance protecting the
Trust against losses arising by reason of any lawful advances; or (iii) a
determination by a majority of a quorum of Trustees who are not parties to the
proceeding and are not interested persons of the Trust, or by an independent
legal counsel in a written opinion, based on a review of readily available facts
that there is reason to believe that the agent ultimately will be found entitled
to indemnification. Determinations and authorizations of payments under this
Section must be made in the manner specified in Section 6 of this Article for
determining that the indemnification is permissible.

Section 9. LIMITATIONS. No indemnification or advance shall be made
under this Article, except as provided in Sections 5 or 6 in any circumstances
where it appears:

(b) that it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

Section 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not
apply to any proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1 of
this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a Trustee, investment manager,

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or other fiduciary may be entitled by contract or otherwise which shall be
enforceable to the extent permitted by applicable law other than this Article.

ARTICLE VII
RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. This Trust
shall keep at its principal executive office or at the office of its transfer
agent or registrar, if either be appointed and as determined by resolution of
the Board of Trustees, a record of its shareholders, giving the names and
addresses of all shareholders and the number and series of shares held by each
shareholder.

Section 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The Trust shall keep
at its principal executive office the original or a copy of these By-Laws as
amended to date, which shall be open to inspection by the shareholders at all
reasonable times during office hours.

Section 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The accounting
books and records and minutes of proceedings of the shareholders and the Board
of Trustees and any committee or committees of the Board of Trustees shall be
kept at such place or places designated by the Board of Trustees or in the
absence of such designation, at the principal executive office of the Trust. The
minutes shall be kept in written form and the accounting books and records shall
be kept either in written form or in any other form capable of being converted
into written form. The minutes and accounting books and records shall be open to
inspection upon the written demand of any shareholder or holder of a voting
trust certificate at any reasonable time during usual business hours for a
purpose reasonably related to the holder's interests as a shareholder or as the
holder of a voting trust certificate. The inspection may be made in person or by
an agent or attorney and shall include the right to copy and make extracts.

Section 4. INSPECTION BY TRUSTEES. Every Trustee shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the Trust. This
inspection by a Trustee may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.

Section 5. FINANCIAL STATEMENTS. A copy of any financial statements and
any income statement of the Trust for each quarterly period of each fiscal year
and accompanying balance sheet of the Trust as of the end of each such period
that has been prepared by the Trust shall be kept on file in the principal

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executive office of the Trust for at least twelve (12) months and each such
statement shall be exhibited at all reasonable times to any shareholder
demanding an examination of any such statement or a copy shall be mailed to any
such shareholder.

The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accountants engaged by the Trust or the certificate of an authorized officer of
the Trust that the financial statements were prepared without audit from the
books and records of the Trust.

ARTICLE VIII
GENERAL MATTERS

Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Trust shall be signed or
endorsed in such manner and by such person or persons as shall be designated
from time to time in accordance with the resolution of the Board of Trustees.

Section 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of
Trustees, except as otherwise provided in these By-Laws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Trust and this authority may be
general or confined to specific instances; and unless so authorized or ratified
by the Board of Trustees or within the agency power of an officer, no officer,
agent, or employee shall have any power or authority to bind the Trust by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.

Section 3. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of beneficial interest in any series of the Trust may be issued to a
shareholder upon his request when such shares are fully paid. All certificates
shall be signed in the name of the Trust by the Chairman of the Board or the
President or Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or any Assistant Secretary, certifying the number of shares and
the series of shares owned by the shareholders. Any or all of the signatures on
the certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that officer, transfer agent, or registrar
before that certificate is issued, it may be issued by the Trust with the same
effect as if that person were an officer, transfer agent or registrar at the
date of issue. Notwithstanding the foregoing, the Trust may adopt and use a
system of issuance, recordation and transfer of its shares by electronic or
other means.

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Section 4. LOST CERTIFICATES. Except as provided in this Section 4, no
new certificates for shares shall be issued to replace an old certificate unless
the latter is surrendered to the Trust and cancelled at the same time. The Board
of Trustees may in case any share certificate or certificate for any other
security is lost, stolen, or destroyed, authorize the issuance of a replacement
certificate on such terms and conditions as the Board of Trustees may require,
including a provision for indemnification of the Trust secured by a bond or
other adequate security sufficient to protect the Trust against any claim that
may be made against it, including any expense or liability on account of the
alleged loss, theft, or destruction of the certificate or the issuance of the
replacement certificate.

Section 5. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST.
The Chairman of the Board, the President or any Vice President or any other
person authorized by resolution of the Board of Trustees or by any of the
foregoing designated officers, is authorized to vote or represent on behalf of
the Trust any and all shares of any corporation, partnership, trusts, or other
entities, foreign or domestic, standing in the name of the Trust. The authority
granted may be exercised in person or by a proxy duly executed by such
designated person.

Section 6. FISCAL YEAR. The fiscal year of the Trust shall be fixed and
refixed or changed from time to time by resolution of the Trustees. The fiscal
year of the Trust shall be the taxable year of each Series of the Trust.

ARTICLE IX
AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS. These By-Laws may be amended or
repealed by the affirmative vote or written consent of a majority of the
outstanding shares entitled to vote, except as otherwise provided by applicable
law or by the Agreement and Declaration of Trust of the Trust or these By-Laws.

Section 2. AMENDMENT BY TRUSTEES. Subject to the right of shareholders
as provided in Section 1 of this Article to adopt, amend or repeal By-Laws, and
except as otherwise provided by applicable law or by the Agreement and
Declaration of Trust of the Trust, these By-Laws may be adopted, amended, or
repealed by the Board of Trustees.

Section 3. INCORPORATION BY REFERENCE INTO AGREEMENT AND DECLARATION OF
TRUST OF THE TRUST. These By-Laws and any amendments thereto shall be
incorporated by reference to the Agreement and Declaration of Trust of the
Trust.

<PAGE> 1

PIC INVESTMENT TRUST
DISTRIBUTION AGREEMENT

This Agreement, made as of the 11th day of June, 1992, between PIC
INVESTMENT TRUST, a Delaware business trust, (the "Trust"), and FIRST FUND
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").

WITNESSETH:

WHEREAS, the Trust proposes to engage in business as an open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "1940 Act"), and it is in the interest of the Trust to
offer its shares for sale continuously; and

WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD"); and

WHEREAS, the Trust and the Distributor wish to enter into an agreement
with each other with respect to the continuous offering of the shares of capital
stock of all series of shares of the Trust (the "Shares"), to commence after the
effectiveness of its initial registration statement filed pursuant to the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act.

NOW, THEREFORE, the parties agree as follows:

1. Appointment of Distributor. The Trust hereby appoints the
Distributor as its exclusive agent to sell and to arrange for the sale of the
Shares, on the terms and for the period set forth in this Agreement, and the
Distributor hereby accepts such appointment and agrees to act hereunder directly
and/or through the Trust's transfer agent in the manner set forth in the
Prospectus (as defined below). It is understood and agreed that the services of
the Distributor hereunder are not exclusive, and the Distributor may act as
principal underwriter for the shares of any other registered investment company.

2. Services and Duties of the Distributor

(a) The Distributor agrees to sell the Shares, as agent for
the Trust, from time to time during the term of this Agreement upon the
terms described in the Trust's Prospectus. As used in this Agreement,
the term "Prospectus" shall mean the prospectus (or prospectuses) and
statement of additional information included as part of the Trust's
Registration Statement, as such prospectus (or prospectuses) and
statement of additional information may be amended or supplemented from
time to time, and the term "Registration Statement" shall mean the
Registration Statement most recently filed from time to time by the
Trust
<PAGE> 2
with the Securities and Exchange Commission and effective under the
1933 Act and the 1940 Act, as such Registration Statement is amended by
any amendments thereto at the time in effect. The Distributor shall not
be obligated to sell any certain number of Shares.

(b) Upon commencement of the Trust's operations, the
Distributor will hold itself available to receive orders, satisfactory
to the Distributor, for the purchase of the Shares and will accept such
orders and will transmit such orders and funds received by it in
payment for such Shares as are so accepted to the Trust's transfer
agent or custodian, as appropriate, as promptly as practicable.
Purchase orders shall be deemed effective at the time and in the manner
set forth in the Prospectus. The Distributor shall not make any short
sales of Shares.

(c) The offering price of the Shares shall be the net asset
value per share of the Trust. The Trust shall furnish the Distributor,
with all possible promptness, an advice of each computation of net
asset value.

3. Duties of the Trust.

(a) Maintenance of Federal Registration. The Trust shall, at
its expense, take from time to time all necessary action and such
steps, including payment of the related filing fees, as may be
necessary to register and maintain registration of a sufficient number
of Shares under the 1933 Act. The Trust agrees to file from time to
time such amendments, reports and other documents as may be necessary
in order that there may be no untrue statement of a material fact in a
Registration Statement or Prospectus, or necessary in order that there
may be no omission to state a material fact in the Registration
Statement or Prospectus which omission would make the statements
therein misleading.

(b) Maintenance of "Blue Sky" Qualifications. The Trust shall,
at its expense, use its best efforts to qualify and maintain the
qualification of an appropriate number of Shares for sale under the
securities laws of such states as the Distributor and the Trust may
approve, and, if necessary or appropriate in connection therewith, to
qualify and maintain the qualification of the Trust as a broker or
dealer in such states; provided that the Trust shall not be required to
amend its Declaration of Trust or By-Laws to comply with the laws of
any state, to maintain an office in any state, to change the terms of
the offering of the Shares in any state from the terms set forth in its
Prospectus, to qualify as a foreign corporation in any state or to
consent to service of process in any state other than with respect
to claims arising out of the offering and sale of the

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<PAGE> 3
Shares. The Distributor shall furnish such information and other
material relating to its affairs and activities as may be required by
the Trust in connection with such qualifications.

(c) Copies of Reports and Prospectus. The Trust shall, at its
expense, keep the Distributor fully informed with regard to its affairs
and in connection therewith shall furnish to the Distributor copies of
all information, financial statements and other papers which the
Distributor may reasonably request for use in connection with the
distribution of Shares, including such reasonable number of copies of
its Prospectus and annual and interim reports as the Distributor may
request and shall cooperate fully in the efforts of the Distributor to
sell and arrange for the sale of the Shares and in the performance of
the Distributor under this Agreement.

4. Conformity with Applicable Law and Rules. The Distributor agrees
that in selling Shares hereunder it shall conform in all respects with the laws
of the United States and of any state in which Shares may be offered, and with
applicable rules and regulations of the NASD.

5. Independent Contractor. In performing its duties hereunder, the
Distributor shall be an independent contractor and neither the Distributor, nor
any of its officers, directors, employees, or representatives is or shall be an
employee of the Trust in the performance of the Distributor's duties hereunder.
The Distributor shall be responsible for its own conduct and the employment,
control, and conduct of its agents and employees and for injury to such agents
or employees or to others through its agents or employees. The Distributor
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employee taxes thereunder.

6. Indemnification.

(a) Indemnification of Trust. The Distributor agrees to indemnify
and hold harmless the Trust and each of its present or former
Trustees, officers, employees and representatives and each person, if
any, who controls or previously controlled the Trust within the meaning
of Section l5 of the 1933 Act against any and all losses, liabilities,
damages, claims or expenses (including the reasonable costs of
investigating or defending any alleged loss, liability, damage, claims
or expense and reasonable legal counsel fees incurred in connection
therewith) to which the Trust or any such person may become subject
under the 1933 Act, under any other statute, at common law, or
otherwise, arising out of the acquisition of any Shares by

3
<PAGE> 4
any person which (i) may be based upon any wrongful act by the
Distributor or any of the Distributor's directors, officers, employees
or representatives, or (ii) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in a Registration
Statement, Prospectus, shareholder report or other information covering
Shares filed or made public by the Trust or any amendment thereof or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading if such statement or
omission was made in reliance upon information furnished to the Trust
by the Distributor. In no case (i) is the Distributor's indemnity in
favor of the Trust, or any person indemnified to be deemed to protect
the Trust or such indemnified person against any liability to which the
Trust or such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of his obligations and
duties under this Agreement or (ii) is the Distributor to be liable
under its indemnity agreement contained in this Paragraph with respect
to any claim made against the Trust or any person indemnified unless
the Trust or such person, as the case may be, shall have notified the
Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the
nature of the claim shall have been served upon the Trust or upon such
person (or after the Trust or such person shall have received notice of
such service on any designated agent). However, failure to notify the
Distributor of any such claim shall not relieve the Distributor from
any liability which the Distributor may have to the Trust or any person
against whom such action is brought otherwise than on account of the
Distributor's indemnity agreement contained in this Paragraph.

The Distributor shall be entitled to participate, at its own
expense, in the defense, or, if the Distributor so elects, to assume
the defense of any suit brought to enforce any such claim, but, if the
Distributor elects to assume the defense, such defense shall be
conducted by legal counsel chosen by the Distributor and satisfactory
to the Trust or to the persons indemnified pursuant to the foregoing
paragraph. In the event that the Distributor elects to assume the
defense of any such suit and retain such legal counsel, the Trust or
the persons indemnified pursuant to the foregoing paragraph, shall bear
the fees and expenses of any additional legal counsel retained by
them. If the Distributor does not elect to assume the defense of any
such suit, the Distributor will reimburse the Trust and the persons
indemnified pursuant to the foregoing paragraph for the reasonable
fees and expenses of any legal counsel

4
<PAGE> 5
retained by them. The Distributor agrees to promptly notify the Trust
of the commencement of any litigation of proceedings against it or any
of its officers, employees or representatives in connection with the
issue or sale of any Shares.

(b) Indemnification of the Distributor. The Trust agrees to
indemnify and hold harmless the Distributor and each of its present or
former directors, officers, employees and representatives and each
person, if any, who controls the Distributor within the meaning of
Section 15 of the 1933 Act against any and all losses, liabilities,
damages, claims or expenses (including the reasonable costs of
investigating or defending any alleged loss, liability, damage, claim
or expense and reasonable legal counsel fees incurred in connection
therewith) to which the Distributor or any such person may become
subject under the 1933 Act, under any other statute, at common law, or
otherwise, arising out of the acquisition of any Shares by any person
which (i) may be based upon any wrongful act by the Trust or any of the
Trust's Trustees, officers, employees or representatives acting in such
capacities, or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration
Statement, Prospectus, shareholder report or other information covering
Shares filed or made public by the Trust or any amendment thereof or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading unless such statement or
omission was made in reliance upon information furnished to the Trust
by the Distributor. In no case (i) is the Trust's indemnity in favor of
the Distributor, or any person indemnified to be deemed to protect the
Distributor or such indemnified person against any liability to which
the Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance
of his duties or by reason of his reckless disregard of his obligations
and duties under this Agreement, or (ii) is the Trust to be liable
under its indemnity agreement contained in this Paragraph with respect
to any claim made against Distributor, or person indemnified unless the
Distributor, or such person, as the case may be, shall have notified
the Trust in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the
nature of the claim shall have been served upon the Distributor or upon
such person (or after the Distributor or such person shall have
received notice of such service on any designated agent). However,
failure to notify the Trust of any such claim shall not relieve the
Trust from any liability which the Trust may have to the Distributor or
any person against whom such

5
<PAGE> 6
action is brought otherwise than on account of the Trust's indemnity
agreement contained in this Paragraph.

The Trust shall be entitled to participate, at its own
expense, in the defense, or, if the Trust so elects, to assume the
defense of any suit brought to enforce any such claim, but if the Trust
elects to assume the defense, such defense shall be conducted by legal
counsel chosen by the Trust and satisfactory to the Distributor or to
the persons indemnified pursuant to the foregoing paragraph. In the
event that the Trust elects to assume the defense of any such suit and
retain such legal counsel, the Distributor or the persons indemnified
pursuant to the foregoing paragraph shall bear the fees and expenses of
any additional legal counsel retained by them. If the Trust does not
elect to assume the defense of any such suit, the Trust will reimburse
the Distributor and the persons indemnified pursuant to the foregoing
paragraph for the reasonable fees and expenses of any legal counsel
retained by them. The Trust agrees to promptly notify the Distributor
of the commencement of any litigation or proceedings against it or any
of its directors, officers, employees or representatives in connection
with the issue or sale of any Shares.

7. Authorized Representations. The Distributor is not authorized by the
Trust to give on behalf of the Trust any information or to make any
representations in connection with the sale of Shares other than the information
and representations contained in the Registration Statement or Prospectus or
contained in shareholder reports or other material that may be prepared by or on
behalf of the Trust for the Distributor's use. This shall not be construed to
prevent the Distributor from preparing and distributing tombstone ads and sales
literature or other material as it may deem appropriate. No person other than
the Distributor is authorized to act as principal underwriter (as such term is
defined in the 1940 Act) for the Trust.

8. Term of Agreement. The term of this Agreement shall begin on the
date first above written, and unless sooner terminated as hereinafter provided,
this Agreement shall remain in effect through , 1994. Thereafter,
this Agreement shall continue in effect from year to year, subject to the
termination provisions and all other terms and conditions thereof, so long as
such continuation shall be specifically approved at least annually by the Board
of Trustees or by vote of a majority of the outstanding voting securities of the
Trust and, concurrently with such approval by the Board of Trustees or prior to
such approval by the holders of the outstanding voting securities of the Trust,
as the case may be, by the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the Trustees of the Trust
who are not parties to this Agreement or interested persons of any such

6
<PAGE> 7
party. The Distributor shall furnish to the Trust, promptly upon its request,
such information as may reasonably be necessary to evaluate the terms of this
Agreement or any extension, renewal or amendment hereof.

9. Amendment or Assignment of Agreement. This Agreement may not be
amended or assigned except as permitted by the 1940 Act, and this Agreement
shall automatically and immediately terminate in the event of its assignment.

10. Termination of Agreement. This Agreement may be terminated by
either party hereto, without the payment of any penalty, on not more than upon
60 days' nor less than 30 days' prior notice in writing to the other party;
provided, that in the case of termination by the Trust such action shall have
been authorized by resolution of a majority of the Trustees of the Trust who are
not parties to this Agreement or interested persons of any such party, or by
vote of a majority of the outstanding voting securities of the Trust.

11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.

This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws, or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees of the Trust of
responsibility for and control of the conduct of the affairs of the Trust.

12. Definition of Terms. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations or orders of the Securities and Exchange Commission
validly issued pursuant to the 1940 Act. Specifically, the terms "vote of a
majority of the outstanding voting securities", "interested persons",
"assignment", and "affiliated person", as used in Paragraphs 8, 9 and 10 hereof,
shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In
addition, where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is modified by a rule, regulation or order of the
Securities and Exchange Commission, whether of special or of general
application, such

7
<PAGE> 8
provision shall be deemed to incorporate the effect of such rule, regulation or
order.

13. Compliance with Securities Laws. The Trust represents that it is
registered as an open-end management investment company under the 1940 Act, and
agrees that it will comply with all the provisions of the 1940 Act and of the
rules and regulations thereunder. The Trust and the Distributor each agree to
comply with all of the applicable terms and provisions of the 1940 Act, the 1933
Act and, subject to the provisions of Section 4(d), all applicable "Blue Sky"
laws. The Distributor agrees to comply with all of the applicable terms and
provisions of the 1934 Act.

14. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, to the Trust at 300 North Lake Avenue, Pasadena, CA 91101-4022 or to
the Distributor at 560 Hudson Street, Hackensack, NJ 07601.

15. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New Jersey.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized representatives and their
respective seals to be hereunto affixed, as of the day and year first above
written.

PIC INVESTMENT TRUST

By:
-----------------------------------
Attest:

- --------------------------------

FIRST FUND DISTRIBUTORS, INC.

By:
-----------------------------------
Attest:

- --------------------------------

<PAGE> 1

PIC INVESTMENT TRUST
ADMINISTRATION AGREEMENT

AGREEMENT made this 11th day of June, 1992, by and between PIC
INVESTMENT TRUST (the "Trust"), a trust organized under the laws of the State of
Delaware, and INVESTMENT COMPANY ADMINISTRATION CORPORATION (the
"Administrator"), a Delaware corporation.

WITNESSETH:

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:

1. In General.

The Trust hereby appoints Investment Company Administration Corporation
as Administrator, subject to the overall supervision of the Board of Trustees of
the Trust for the period and on the terms set forth in this Agreement. The
Administrator hereby accepts such appointment and agrees during such period to
render the services herein described and to assume the obligations set forth
herein, for the compensation herein provided.

2. Duties and Obligations of the Administrator.

(a) Subject to the direction and control of the Board of
Trustees of the Trust, the Administrator shall be responsible for
providing such services as the Trustees may reasonably request,
including but not limited to (i) maintaining the Trust's books and
records (other than financial or accounting books and records
maintained by any custodian, transfer agent or accounting services
agent); (ii) overseeing the Trust's insurance relationships; (iii)
preparing for the Trust (or assisting counsel and/or auditors in the
preparation of) all required tax returns, proxy statements and reports
to the Trust's shareholders and Trustees and reports to and other
filings with the Securities and Exchange Commission and any other
governmental agency (the Trust agreeing to supply or cause to be
supplied to the Administrator all necessary financial and other
information in connection with the foregoing); (iv) preparing such
applications and reports as may be necessary to register or maintain
the Trust's registration and/or the registration of the shares of the
Trust under the securities or "blue sky" laws of the various states
selected by the Trust (the Trust agreeing to pay all filing fees or
other similar fees in connection therewith); (v) responding to all
inquiries or other communications of shareholders, if any, which are
directed to the Administrator, or if any such inquiry or communication
is more properly to be responded to
<PAGE> 2
by the Trust's custodian, transfer agent or accounting services agent,
overseeing their response thereto; (vi) overseeing all relationships
between the Trust and any custodian(s), transfer agent(s) and
accounting services agent(s), including the negotiation of agreements
and the supervision of the performance of such agreements; and (vii)
authorizing and directing any of the Administrator's directors,
officers and employees who may be elected as Trustees or officers of
the Trust to serve in the capacities in which they are elected. All
services to be furnished by the Administrator under this Agreement may
be furnished through the medium of any such directors, officers or
employees of the Administrator.

(b) 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 Administrator (and its officers,
directors, agents, employees, controlling persons, shareholders and any
other person or entity affiliated with the Administrator) the
Administrator 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 relates, except to the extent specified in Section 36(b) of
the Investment Company Act of 1940 (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 Administrator (and its officers, directors,
agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Administrator) from any liability
arising from the Administrator's conduct under this Agreement to the
extent permitted by the Trust's Declaration of Trust and applicable
law.

(c) It is agreed that the Administrator 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 Administrator for inclusion therein.

3. Allocation of Expenses

The Administrator agrees that it will furnish the Trust, at the
Administrator's expense, with all office space and facilities, and equipment and
clerical personnel necessary for carrying out its duties under this Agreement.
The Administrator will also pay all compensation of all Trustees, officers and
employees of the Trust who are affiliated persons of the Administrator. All
costs and expenses not expressly assumed by the Administrator under this
Agreement shall be paid by the
<PAGE> 3
Trust, including, but not limited to (i) interest and taxes; (ii) brokerage fees
and commissions; (iii) insurance premiums; (iv) compensation and expenses of the
Trust's Trustees other than those affiliated with the Advisor or the
Administrator; (v) legal and auditing fees and expenses; (vi) fees and expenses
of the Trust's custodian, transfer agent and accounting services agent; (vii)
expenses incident to the issuance of the Trust's shares, including issuance 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 and notices and
proxy material to shareholders of the Trust; (x) all other expenses incidental
to holding meetings of the Trust's shareholders; (xi) dues or assessments of or
contributions to the Investment Company Institute or any successor; (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; and (xiii) organization costs of the Trust.

4. Compensation of the Administrator

The Trust agrees to pay the Administrator and the Administrator agrees
to accept as full compensation for all services rendered by the Administrator as
such, an annual fee of $15,000 for the PIC Pinnacle Balanced Fund and the PIC
Pinnacle Growth Fund and $10,000 for the PIC Endeavor Growth Fund.

5. Duration and Termination

(a) This Agreement shall become effective on the date set forth
above and shall remain in force for two years thereafter unless
terminated pursuant to the provisions of paragraph (b) hereof. This
Agreement shall continue in force from year to year after the initial
two-year term, but only so long as such continuance is specifically
approved annually by the Trust's Board of Trustees or by a vote of a
majority of the Trust's outstanding voting securities.

(b) This Agreement may be terminated by the Administrator at any
time without penalty upon giving the Trust not less than 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
Administrator not less than sixty (60) days' written notice (which
notice may be waived by the Administrator), provided that 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.
<PAGE> 4
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 INVESTMENT TRUST

By
--------------------------------
ATTEST:

- ------------------------------------

INVESTMENT COMPANY ADMINISTRATION
CORPORATION

By
--------------------------------

ATTEST:

- ------------------------------------

<PAGE> 5
PIC INVESTMENT TRUST

ADDENDUM TO
ADMINISTRATION AGREEMENT

WHEREAS, there is an existing Administration Agreement dated
June 11, 1992 (the "Agreement") between PIC Investment Trust (the "Trust") and
Investment Company Administration Corporation (the "Administrator"); and

WHEREAS, the Agreement provides for the Administrator to
provide certain services to the Trust, as more fully described in the Agreement;
and

WHEREAS, the Trust has organized an additional series,
designated the PIC Small Cap. Growth Fund; and

WHEREAS, the Trust desires the Administrator to provide the
services described in the Agreement on behalf of the PIC Small Cap. Growth Fund,
and the Administrator is willing to do so;

NOW, THEREFORE, the Trust and the Administrator agree that:

1. the Administrator shall render the services
described in, and shall assume the obligations set forth in,
the Agreement on behalf of the PIC Small Cap. Fund; and

2. the Trust shall pay the Administrator and the
Administrator agrees to accept as full compensation for the
services rendered by the Administrator on behalf of the PIC
Small Cap. Fund, an annual fee of $10,000 for the PIC Small
Cap. Fund; and

3. the Trust and the Administrator agree that all fees
payable under the Agreement may be paid in installments, as
accrued; and

4. this Addendum to the Agreement shall become
effective on September 30, 1993.

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.

1
<PAGE> 6
PIC INVESTMENT TRUST

By
--------------------------------

ATTEST:

- ------------------------------------

INVESTMENT COMPANY ADMINISTRATION
CORPORATION

By
--------------------------------

ATTEST:

- ------------------------------------

2
<PAGE> 7
PIC INVESTMENT TRUST

ADDENDUM TO
ADMINISTRATION AGREEMENT

WHEREAS, the Agreement provides for the Administrator to
provide certain services to the Trust, as more fully described in the Agreement;
and

WHEREAS, the series of the Trust formerly designated the PIC
Pinnacle Growth Fund and the PIC Pinnacle Balanced Fund have been redesignated
the PIC Institutional Growth Fund and the PIC Institutional Balanced Fund,
respectively;

WHEREAS, the Trust has organized two additional series,
designated the PIC Institutional Small Cap. Fund and the PIC
MidCap Fund; and

WHEREAS, the Trust desires the Administrator to provide the
services described in the Agreement on behalf of the PIC Institutional Small
Cap. Fund and the PIC MidCap Fund, and the Administrator is willing to do so;

NOW, THEREFORE, the Trust and the Administrator agree that:

1. the Administrator shall render the services described in,
and shall assume the obligations set forth in, the Agreement on behalf
of the PIC Institutional Small Cap. Fund and the PIC MidCap Fund; and

2. the Trust shall pay the Administrator and the
Administrator agrees to accept as full compensation for the services
rendered by the Administrator on behalf of the PIC Institutional Small
Cap. Fund and the PIC MidCap Fund an annual fee of $15,000 for each of
these Funds; and

3. this Addendum to the Agreement shall become effective on
, 1996.

1
<PAGE> 8
PIC INVESTMENT TRUST

By
--------------------------------
ATTEST:

- ------------------------------------

INVESTMENT COMPANY ADMINISTRATION
CORPORATION

By
--------------------------------

ATTEST:

- ------------------------------------

<PAGE> 1
PIC INVESTMENT TRUST
ADMINISTRATION AGREEMENT

AGREEMENT made this day of , 1992, by and between PIC
INNVESTMENT TRUST (the "Trust"), a trust organized under the laws of the State
of Delaware, and PROVIDENT INVESTMENT COUNSEL, INC. ("PIC"), a California
corporation.

WITNESSETH:

1. In General.

The Trust hereby enters an agreement with Provident Investment Counsel,
Inc. to provide certain administrative services to the Trust, subject to the
overall supervision of the Board of Trustees of the Trust for the period and on
the terms set forth in this Agreement.

2. Duties and Obligations of PIC.

(a) Subject to the direction and control of the Board of Trustees
of the Trust, PIC shall be responsible for providing such services as
the Trustees may reasonably request, including but not limited to (i)
providing office space for the Trust; (ii) overseeing the
administrative services provided to the Trust by Investment Company
Administration Corporation (the "Administrator"); (iii) responding to
all inquiries or other communications of shareholders, if any, which
are directed to PIC, or if any such inquiry or communication is more
properly to be responded to by the Trust's Administrator, custodian,
transfer agent or accounting services agent, overseeing their response
thereto; and (iv) authorizing and directing any of PIC's directors,
officers and employees who may be elected as Trustees or officers of
the Trust to serve in the capacities in which they are elected. All
services to be furnished by PIC under this Agreement may be furnished
through the medium of any such directors, officers or employees of PIC.

(b) In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties ("disabling
conduct") hereunder on the part of PIC (and its officers, directors,
agents, employees, controlling persons, shareholders and any other
person or entity affiliated with PIC) PIC 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
<PAGE> 2
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 relates, except to
the extent specified in Section 36(b) of the Investment Company Act of
1940 (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 PIC (and its
officers, directors, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with PIC) from
any liability arising from PIC's conduct under this Agreement to the
extent permitted by the Trust's Declaration of Trust and applicable
law.

(c) It is agreed that PIC 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 PIC for
inclusion therein.

3. Allocation of Expenses

PIC agrees that it will furnish the Trust, at PIC's expense, with all
office space and facilities, and equipment and clerical personnel necessary for
carrying out its duties under this Agreement. PIC will also pay all compensation
of all Trustees, officers and employees of the Trust who are affiliated persons
of PIC. All costs and expenses not expressly assumed by PIC under this Agreement
shall be paid by the Trust, including, but not limited to (i) interest and
taxes; (ii) brokerage fees and commissions; (iii) insurance premiums; (iv)
compensation and expenses of the Trust's Trustees other than those affiliated
with PIC; (v) legal and auditing fees and expenses; (vi) fees and expenses of
the Trust's Administrator, custodian, transfer agent and accounting services
agent; (vii) expenses incident to the issuance of the Trust's shares, including
issuance 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 and notices and proxy material to shareholders of the Trust; (x) all
other expenses incidental to holding meetings of the Trust's shareholders; (xi)
dues or assessments of or contributions to the Investment Company Institute or
any successor; (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; and (xiii)
organization costs of the Trust.

4. Compensation of PIC

The Trust agrees to pay PIC and PIC agrees to accept as full
compensation for all services rendered by PIC as such, an annual fee, payable
monthly and computed based on the value of the total
<PAGE> 3
net assets of the Trust at the annual rate of 0.20% of such net assets.

5. Duration and Termination

(b) This Agreement may be terminated by PIC at any time without
penalty upon giving the Trust not less than 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 PIC not less than
sixty (60) days' written notice (which notice may be waived by PIC),
provided that 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.

PIC INVESTMENT TRUST

By
--------------------------------
ATTEST:

- -----------------------------------
PROVIDENT INVESTMENT COUNSEL, INC.

By
--------------------------------

ATTEST:

- -----------------------------------
<PAGE> 4
PIC INVESTMENT TRUST

ADDENDUM TO
ADMINISTRATION AGREEMENT

WHEREAS, there is an existing Administration Agreement dated
June 11, 1992 (the "Agreement") between PIC Investment Trust (the "Trust") and
Provident Investment Counsel ("PIC"); and

WHEREAS, the Agreement provides for PIC to provide certain
services to the Trust, as more fully described in the Agreement; and

WHEREAS, the Trust has organized an additional series,
designated the PIC Small Cap. Growth Fund; and

WHEREAS, the Trust desires PIC to provide the services
described in the Agreement on behalf of the PIC Small Cap. Growth
Fund, and PIC is willing to do so;

NOW, THEREFORE, the Trust and PIC agree that:

1. PIC shall render the services described in, and shall
assume the obligations set forth in, the Agreement on behalf of the PIC
Small Cap. Fund; and

2. the Trust shall pay PIC and PIC agrees to accept as full
compensation for the services rendered by PIC on behalf of the PIC
Small Cap. Fund, a fee, payable monthly, at the annual rate of 0.20% of
the average daily net assets of the PIC Small Cap. Fund; and

3. this Addendum to the Agreement shall become effective on
September 30, 1993.

1
<PAGE> 5
PIC INVESTMENT TRUST

By
--------------------------------

ATTEST:

- -----------------------------------

PROVIDENT INVESTMENT COUNSEL

By
--------------------------------

ATTEST:

- -----------------------------------

2
<PAGE> 6
PIC INVESTMENT TRUST

ADDENDUM TO
ADMINISTRATION AGREEMENT

WHEREAS, there is an existing Administration Agreement dated
June 11, 1992 (the "Agreement") between PIC Investment Trust (the "Trust") and
Provident Investment Counsel ("PIC"); and

WHEREAS, the Agreement provides for PIC to provide certain
services to the Trust, as more fully described in the Agreement; and

WHEREAS, the Trust has organized two additional series,
designated the PIC Institutional Small Cap. Fund and the PIC MidCap Fund; and

WHEREAS, the Trust desires PIC to provide the services
described in the Agreement on behalf of the PIC Institutional Small Cap. Fund
and the PIC MidCap Fund, and PIC is willing to do so;

NOW, THEREFORE, the Trust and PIC agree that:

1. PIC shall render the services described in, and shall
assume the obligations set forth in, the Agreement on behalf of the PIC
Institutional Small Cap. Fund and the PIC MidCap Fund; and

2. the Trust shall pay PIC and PIC agrees to accept as full
compensation for the services rendered by PIC on behalf of the PIC
Institutional Small Cap. Fund and the PIC MidCap Fund; a fee, payable
monthly, at the annual rate of 0.20% of the average daily net assets of
each of the PIC Institutional Small Cap. Fund and the PIC MidCap Fund;
and

3. this Addendum to the Agreement shall become effective on
, 1996.

1
<PAGE> 7
PIC INVESTMENT TRUST

By
--------------------------------
ATTEST:

- ------------------------------------

PROVIDENT INVESTMENT COUNSEL

By
--------------------------------

ATTEST:

- ------------------------------------

<PAGE> 1

SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN
919 THIRD AVENUE - NEW YORK, NY 10022-9998
(212) 758-9500

June 3, 1992

PIC Investment Trust
300 North Lake Avenue
Pasadena, CA 91101

Gentlemen:

PIC Investment Trust (the "Trust") proposes to issue and sell an
indefinite number of shares of beneficial interest, $.01 par value (the
"Shares"), of two of its separately designated classes or series, PIC Pinnacle
Growth Fund and PIC Pinnacle Balanced Fund (the "Funds"), in the manner and on
the terms set forth in its Registration Statement on Form N-1A filed with the
Securities and Exchange Commission (File No. 33-44579) (the "Registration
Statement")

We have, as counsel, examined copies proved to our satisfaction to be
genuine, of the Declaration of Trust and By-Laws of the Trust, each as currently
in effect, and such other documents relating to the organization and operation
of the Trust and the Funds as we have determined to be relevant. We have also
reviewed the Registration Statement and the documents filed as exhibits thereto.

Based upon the foregoing and subject to the limitations set forth
herein, it is our opinion that:

1. The Trust has been duly formed, is validly existing and is in good
standing under the laws of the State of Delaware.

2. The Trust is authorized to issue an unlimited number of shares.

3. Subject to compliance with applicable state securities laws and the
effectiveness of the Registration Statement, upon the issuance of the Shares for
a consideration not less than the par value thereof as fixed by the Declaration
of Trust as currently in effect and not less than the net asset value thereof as
required by the Investment Company Act of 1940, such Shares will be legally
issued and outstanding and fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Registration Statement and to the reference
to our firm as counsel in the Prospectus and Statement of Additional Information
filed as part thereof. We also consent to
<PAGE> 2
the filing of this opinion when required as part of the Trust's application to
qualify its Shares for sales under the securities laws of the various states. In
giving this consent we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.

We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that we
are not licensed to practice law in the State of Delaware, and to the extent
that any opinion expressed herein involves the law of Delaware, such opinion
should be understood to be based solely upon the published statutes of that
state, and where applicable, published cases, rules or regulations of regulatory
bodies of that state.

Very truly yours,

SHEREFF, FRIEDMAN, HOFFMAN, & GOODMAN

<PAGE> 1

McGLADREY & PULLEN, LLP
Certified Public Accountants and Consultants

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use of our reports dated November 22, 1995 on
the financial statements of PIC Growth Portfolio, PIC Balanced Portfolio, PIC
Small Cap. Portfolio, and PIC Investment Trust (including PIC Institutional
Growth Fund, PIC Institutional Balanced Fund and PIC Small Cap. Growth Fund
series) referred to therein and which are incorporated by reference in this
Post-Effective Amendment No. 10 to the Registration Statement as filed with
the Securities and Exchange Commission.

We also consent to the reference to our Firm in each Prospectus under
the captions "Selected Financial Information."

McGladrey & Pullen, LLP

New York, New York
April 4, 1996

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SUBSCRIPTION AGREEMENT

PIC INVESTMENT TRUST (the "Trust"), an open-end management investment
company, and PROVIDENT INVESTMENT COUNSEL, INC. (the "Investor"), intending to
be legally bound, hereby agree as follows:

1. In order to provide the Trust with its initial capital, the Trust
hereby sells to the Investor, and the Investor hereby purchases 20,000 shares of
beneficial interest of the Trust (the "Shares") at a price of $10 per share. The
Trust hereby acknowledges receipt from the Investor of funds in the amount of
$200,000 in full payment for the Shares.

2. The Investor represents and warrants to the Trust that the Shares
are being acquired for investment and not with a view to distribution thereof
and that the Investor has no present intention to redeem or dispose of any of
the Shares.

3. The Investor agrees that in the event that the Trust liquidates
before the deferred organizational expenses are fully amortized, then the
redemption price of the Shares may be subject to reduction in the amount of a
proportionate share of such unamortized organizational expenses.

4. The Investor further agrees that in the event that either the PIC
Growth Portfolio or the PIC Balanced Portfolio (or both) liquidates before the
deferred organizational expenses of such Portfolios are fully amortized, then
the redemption price of the Shares may be subject to further reduction in the
amount of a proportionate shares of such unamortized organizational expenses of
the Portfolios.

IN WITNESS WHEREOF, the parties have executed this agreement this 2nd
day of June, 1992.

PIC INVESTMENT TRUST PROVIDENT INVESTMENT COUNSEL, INC.

By By
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