SUBSCRIPTION AGREEMENT
PIC MIDCAP PORTFOLIO (the "Trust"), an open-end management investment
company, and PIC INVESTMENT TRUST (the "Investor"), intending to be legally
bound, hereby agree as follows:
1. In order to provide the Trust with its initial capital, the
Investor hereby contributes $100,000 to purchase Interests in the Trust.
2. The Investor represents and warrants to the Trust that the
Interests 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 Interests.
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 Interests may be subject to reduction in the amount of a
proportionate share of such unamortized organizational expenses.
IN WITNESS WHEREOF, the parties have executed this agreement this day
of , 1997.
PIC MIDCAP PORTFOLIO PIC INVESTMENT TRUST
By By
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