U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read Instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
PIC Investment Trust
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2. Name of each series or class of funds for which this notice is filed:
Institutional Balanced Fund
Institutional Growth Fund,
Institutional Small Cap Fund
Small Cap Growth Fund
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3. Investment Company Act File Number:
811-6498
Securities Act File Number: 33-44579
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4. Last day of fiscal year for which this notice is filed:
October 31, 1996
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5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
0
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2: 0
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9. Number and aggregate sales price of securities sold during the fiscal year:
4,758,812 Shares $76,106,438
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<PAGE>
10. Number and aggregate sales price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
4,758,812 Shares $76,106,438
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11. Number and aggregate sales price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
As permitted by instruction B.7, DRIP shares are included in the securities
reported in Item 9.
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12. Calculation of registration fee:
(I) Aggregate sales price of securities sold
during the fiscal year in reliance on rule 24f-2
(from item 10): $76,106,438
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans (from
Item 11, if applicable) +
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(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -
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(iv) aggregate price of shares redeemed or
repurchased and previously applied as a reduction
to filing fees pursuant to rule 24e-2 (if
applicable): +
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(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on rule
24f-2 [line (I), plus line (ii), less line (iii),
plus line (iv)] (if applicable):
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see instruction C.6): x 0.00030303
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(vii)Fee due [line (I) or line (v) multiplied by
line (vi)]: $23,062.53
======================
Instructions: issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of the Informal and
Other Procedures 917 CFR 202.3a). [ x ]
Date of mailing or wire transfer of file fees to the Commission's lockbox
depository: 1/17/97
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Eric M. Banhazl
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Eric M. Banhazl/ Assistant Treasurer
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Date: January 16, 1997
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* Please print the name and title of the signing officer below the signature.
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<PAGE>
PIC Investment Trust
January 13, 1997
Page 4
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
January 13, 1997
PIC Investment Trust
300 North Lake Avenue
Pasadena, California 91101
Dear Sirs:
PIC Investment Trust, a Delaware business trust (the "Trust"), is filing
with the Securities and Exchange Commission a Rule 24f-2 Notice containing the
information specified in paragraph (b)(1) of Rule 24f-2 under the Investment
Company Act of 1940 (the "Rule"). The effect of the Rule 24f-2 Notice, when
accompanied by this opinion and by the filing fee, if any, payable as prescribed
by paragraph (c) of the Rule will be to make definite the number of shares of
beneficial interest sold by the Trust during the fiscal year ending October 31,
1996 in reliance upon the Rule, if any (the "Rule 24f-2 Shares").
We have served as counsel to the Trust since its inception. We have, as
counsel, participated in various corporate and other proceedings relating to the
Trust and to the Rule 24f-2 Shares. We have examined copies, either certified or
otherwise proven to our satisfaction to be genuine, of its Charter and By-Laws,
as currently in effect, and a certificate issued by the Secretary of State of
the State of Delaware certifying the existence and good standing of the Trust.
We have also reviewed the Trust's Registration Statement on Form N-1A and the
form of the Rule 24f-2 Notice being filed by the Trust. We are generally
familiar with the corporate affairs of the Trust.
The Trust has advised us that the Rule 24f-2 Shares were sold in the
manner contemplated by the prospectus of the Trust that was current and
effective under the Securities Act of 1933 at the time of sale, and that the
Rule 24f-2 Shares were sold for a consideration not less than the par value
thereof and not less than the net asset value thereof as required by the
Investment Company Act of 1940.
Based upon the foregoing, it is our opinion that:
1. The Trust has been duly organized and is legally existing under the laws
of the State of Delaware.
2. The Trust is authorized to issue an unlimited number of shares of
beneficial interest.
3. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable.
We hereby consent to the filing of this Opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Trust, and to the
filing of this Opinion under the securities laws of any state.
<PAGE>
PIC Investment Trust
January 13, 1997
Page 5
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 our review of the documents
referred to above, the published statutes of that State and, where applicable,
published cases, rules or regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:MKN:JLS:PSF
