PROTECTIVE INVESTMENT CO, 485APOS, 1995-04-21

PROTECTIVE INVESTMENT CO
485APOS, 1995-04-21

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1995

FILE NO. 33-71592
FILE NO. 811-8674
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 4 /X/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 5 /X/

PROTECTIVE INVESTMENT COMPANY
(Exact Name of Registrant)

2801 Highway 280 South
Birmingham, Alabama 35223
(Address of Principal Executive Offices)

Registrant's Telephone Number: 1-800-866-3555

LIZABETH R. NICHOLS, Esquire
2801 Highway 280 South
Birmingham, Alabama, 35223
(Name and Address of Agent for Service of Process)

COPY TO:
STEPHEN E. ROTH, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404

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

/ / immediately upon filing pursuant to paragraph (b) of Rule 485

/ / on date pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a)(i) of Rule 485
/ / on date pursuant to paragraph (a)(i) of Rule 485
/X/ 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
/ / on date pursuant to paragraph (a)(ii) of Rule 485

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
registrant has previously registered an indefinite amount of securities under
the Securities Act of 1933. The registrant filed a Rule 24f-1 Notice for the
fiscal year ended December 31, 1994, on February 28, 1995.

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<PAGE>
PROTECTIVE INVESTMENT COMPANY
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(A)

<TABLE>
<CAPTION>
N-1A ITEM
NO. CAPTION
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<C> <S> <C>
PART A INFORMATION REQUIRED IN A PROSPECTUS
1. Cover Page.......................................................... Cover Page
2. Synopsis............................................................ Not Applicable
3. Condensed Financial Information..................................... Condensed Financial Information
4. General Description of Registrant................................... Introduction; Investment
Objectives and Policies; Special
Investment Methods and Risks
5. Management of the Fund.............................................. Management
5A Management's Discussion of Performance.............................. Not Applicable
6. Capital Stock and Other Securities.................................. Other Information
7. Purchase of Securities Being Offered................................ Offering, Purchase and Redemption
of Shares
8. Redemption or Repurchase............................................ Offering, Purchase and Redemption
of Shares
9. Pending Legal Proceedings........................................... Not Applicable

PART B INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page.......................................................... Cover Page
11. Table of Contents................................................... Table of Contents
12. General Information and History..................................... Introduction; Shares of Stock
13. Investment Objectives and Policies.................................. Additional Investment Policy
Information; Special Investment
Methods and Risks; Investment
Restrictions
14. Management of the Registrant........................................ Investment Manager; Investment
Advisers; Directors and Officers
15. Control Persons and Principal Holders of Securities................. Shares of Stock
16. Investment Advisory and Other Services.............................. Investment Manager; Investment
Advisers
17. Brokerage Allocation and Other Practices............................ Portfolio Transactions and
Brokerage
18. Capital Stock and Other Securities.................................. Shares of Stock
19. Purchase, Redemption and Pricing of Securities Being Offered........ Determination of Net Asset Value
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
N-1A ITEM
NO. CAPTION
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<C> <S> <C>
20. Tax Status.......................................................... Not Applicable
21. Underwriters........................................................ Not Applicable
22. Calculation of Performance Data..................................... Performance Information
23. Financial Statements................................................ Financial Statements
</TABLE>

PART C OTHER INFORMATION

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE>

PROTECTIVE INVESTMENT COMPANY
PROSPECTUS
JUNE __, 1995

Protective Investment Company (the "Company") is an investment company
consisting of six separate investment portfolios or funds (the "Funds") each of
which has different investment objectives.

PROTECTIVE MONEY MARKET FUND seeks to maximize current income to the extent
consistent with the preservation of capital and maintenance of liquidity. This
Fund will pursue its objective by investing exclusively in high quality money
market instruments. AN INVESTMENT IN THE MONEY MARKET FUND IS NEITHER INSURED
NOR GUARANTEED BY THE U.S. GOVERNMENT AND THE COMPANY CANNOT ASSURE THAT IT WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.

PROTECTIVE SELECT EQUITY FUND seeks a total return consisting of capital
appreciation plus dividend income. This Fund will pursue its objective by
investing, under normal circumstances, at least 90% of its total assets in
equity securities selected by a portfolio optimization model (described herein)
that seeks to maximize the Fund's reward to risk ratio.

PROTECTIVE CAPITAL GROWTH FUND seeks long-term capital growth. The Fund will
pursue its objective by investing, under normal circumstances, at least 65% of
its total assets in equity securities having long-term capital appreciation
potential.

PROTECTIVE SMALL CAP EQUITY FUND seeks long-term capital growth. This Fund
will pursue its objective by investing, under normal circumstances, at least 65%
of its total assets in equity securities of companies with public stock market
capitalizations of $1 billion or less at the time of investment.

PROTECTIVE INTERNATIONAL EQUITY FUND seeks long-term capital appreciation.
This Fund will pursue its objective by investing primarily in equity and
equity-related securities of companies that are organized outside the United
States or whose securities are primarily traded outside the United States.

PROTECTIVE GROWTH AND INCOME FUND seeks long-term growth of capital and
growth of income. This Fund will pursue its objectives by investing, under
normal circumstances, at least 65% of its total assets in equity securities
having favorable prospects of capital appreciation and/or dividend growth.

PROTECTIVE GLOBAL INCOME FUND seeks high total return, emphasizing current
income and, to a lesser extent, providing opportunities for capital
appreciation. This Fund will pursue its objectives by investing primarily in
high quality fixed-income securities of U.S. and foreign issuers and through
foreign currency transactions.

These Funds are available to the public only through the purchase of certain
variable annuity contracts (the "Contracts") issued by Protective Life Insurance
Company.

Investment Distributors Advisory Services, Inc. is the Company's investment
manager. For each Fund, either Goldman Sachs Asset Management, a separate
operating division of Goldman, Sachs & Co., or Goldman Sachs Asset Management
International, an affiliate of Goldman, Sachs & Co., is the investment adviser.

This Prospectus briefly describes the information that investors should know
before investing in these Funds including the risks associated with investing in
each. Investors should read and retain this prospectus for future reference. A
statement of additional information dated June __, 1995, has been filed with the
Securities and Exchange Commission and contains further information about the
Funds. The statement of additional information is incorporated herein by
reference. A copy may be obtained without charge by calling 1-800-866-3555 or
writing the Company at P.O. Box 2606, Birmingham, Alabama 35202.

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

THIS PROSPECTUS SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS FOR THE
CONTRACTS.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
INTRODUCTION............................................................................................... 2
FINANCIAL HIGHLIGHTS....................................................................................... 3

INVESTMENT OBJECTIVES AND POLICIES......................................................................... 4
Protective Money Market Fund............................................................................. 4
Protective Select Equity Fund............................................................................ 5
Protective Capital Growth Fund........................................................................... 7
Protective Small Cap Equity Fund......................................................................... 8
Protective International Equity Fund..................................................................... 9
Protective Growth and Income Fund........................................................................ 10
Protective Global Income Fund............................................................................ 11
SPECIAL INVESTMENT METHODS AND RISKS....................................................................... 13
Convertible Securities................................................................................... 13
Fixed-Income Securities.................................................................................. 13
Repurchase Agreements.................................................................................... 16
When-Issued Securities and Forward Commitments........................................................... 16
Lending of Portfolio Securities.......................................................................... 16
Restricted and Illiquid Securities....................................................................... 16
Borrowing................................................................................................ 17
Options on Securities and Securities Indices............................................................. 17
Futures Contracts and Options on Futures Contracts....................................................... 18
Foreign Transactions..................................................................................... 19
Short Sales Against-the-Box.............................................................................. 24
Other Investment Companies............................................................................... 24
Non-Diversified Status................................................................................... 24
Risks of Investing in Small Capitalization Companies..................................................... 24
Warrants and Rights...................................................................................... 24
Unseasoned Issuers....................................................................................... 24
INVESTMENT RESTRICTIONS.................................................................................... 25
PORTFOLIO TURNOVER......................................................................................... 25
MANAGEMENT................................................................................................. 25
Directors and Officers................................................................................... 25
Investment Manager....................................................................................... 25
Investment Advisers...................................................................................... 26
PERFORMANCE INFORMATION.................................................................................... 28
DETERMINATION OF NET ASSET VALUE........................................................................... 29
OFFERING, PURCHASE AND REDEMPTION OF SHARES................................................................ 29
INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS........................................................... 30
TAXES...................................................................................................... 30
OTHER INFORMATION.......................................................................................... 32
Reports.................................................................................................. 32
Voting and Other Rights.................................................................................. 32
Custody of Assets........................................................................................ 33
Accounting and Administrative Services................................................................... 33
Transfer Agent........................................................................................... 33
</TABLE>

<PAGE>
INTRODUCTION

Protective Investment Company (the "Company") is an open-end management
investment company incorporated in the State of Maryland on September 2, 1993.
The Company consists of seven separate investment portfolios or funds (the
"Funds" or a "Fund"), each of which is, in effect, a separate mutual fund. The
Company issues a separate class of stock for each Fund representing fractional
undivided interests in that Fund. An investor, by investing in a Fund, becomes
entitled to a pro-rata share of all dividends and distributions arising from the
net income and capital gains on the investments of that Fund. Likewise, an
investor shares pro-rata in any losses of that Fund.

Pursuant to an investment management agreement and subject to the authority
of the Company's board of directors, Investment Distributors Advisory Services,
Inc. ("IDASI") serves as the Company's investment manager (the "Investment
Manager") and conducts the business and affairs of the Company. IDASI has
engaged Goldman Sachs Asset Management International ("GSAMI"), an affiliate of
Goldman, Sachs & Co., as the investment adviser to provide day-to-day portfolio
management for the Protective International Equity Fund and the Protective
Global Income Fund. IDASI has engaged Goldman Sachs Asset Management ("GSAM"), a
separate operating division of Goldman, Sachs & Co., as the investment adviser
to provide day-to-day portfolio management for each of the other Funds. (GSAM
and GSAMI are each referred to herein as the "Adviser" or together as the
"Advisers," as appropriate. Goldman, Sachs & Co. is referred to herein as
"Goldman Sachs").

The Company currently offers each class of its stock to a separate account
of Protective Life Insurance Company ("Protective Life") as funding vehicles for
certain variable annuity contracts (the "Contracts") issued by Protective Life
through the separate account (the "Account"). The Company does not offer its
stock directly to the general public. The Account, like the Company, is
registered as an investment company with the Securities and Exchange Commission
("SEC") and a separate prospectus, which accompanies this prospectus, describes
the Account and the Contracts. The Company may, in the future, offer its stock
to other registered and unregistered separate accounts of Protective Life and
its affiliates supporting other variable annuity contracts or variable life
insurance contracts and to qualified pension and retirement plans.

2
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PROTECTIVE INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
FOR A SHARE OF COMMON STOCK OUTSTANDING FOR THE PERIOD MARCH 14,
1994 (COMMENCEMENT OF INVESTMENT OPERATIONS) THROUGH DECEMBER 31, 1994
<TABLE>
<CAPTION>
REALIZED AND
UNREALIZED GAIN
(LOSS) ON DISTRIBUTIONS
NET ASSET INVESTMENTS AND TOTAL DIVIDENDS DIVIDENDS IN EXCESS
VALUE AT NET FOREIGN FROM FROM NET FROM NET OF
BEGINNING INVESTMENT CURRENCY INVESTMENT INVESTMENT REALIZED NET REALIZED
OF PERIOD INCOME (2)(6) TRANSACTIONS(6) OPERATIONS INCOME CAPITAL GAINS GAINS
--------- ------------- --------------- ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Global Income
Fund(1).............. $ 10.000 $ 0.367 $ (0.442) $ (0.075) $ (0.367) $ 0.000 $ 0.000
International Equity
Fund(1).............. 10.000 0.048 (0.467) (0.419) 0.000 0.000 0.000
Growth and Income
Fund(1).............. 10.000 0.114 (0.300) (0.186) (0.114) (0.031) (0.008)
Select Equity
Fund(1).............. 10.000 0.093 (0.039) 0.054 (0.093) (0.120) (0.002)
Small Cap Equity
Fund(1).............. 10.000 0.038 (1.025) (0.987) (0.038) (0.001) (0.023)
Money Market
Fund(1).............. 1.000 0.031 0.000 0.031 (0.031) 0.000 0.000

RATIO RATIO OF NET
NET ASSET OF OPERATING INVESTMENT
VALUE AT NET ASSETS EXPENSES INCOME TO PORTFOLIO
TOTAL END OF TOTAL END TO AVERAGE AVERAGE TURNOVER
DISTRIBUTIONS PERIOD RETURN(3)(5) OF PERIOD NET ASSETS(4) NET ASSETS(4) RATE(5)
------------- --------- ------------ ---------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Global Income
Fund(1).............. $ (0.367) $ 9.558 (0.74)% $ 17,281 1.10% 5.58% 210%
International Equity
Fund(1).............. 0.000 9.581 (4.18) 27,385 1.10 1.25 33
Growth and Income
Fund(1).............. (0.153) 9.661 (1.86) 42,305 0.80 2.21 36
Select Equity
Fund(1).............. (0.215) 9.839 0.53 17,717 0.80 2.44 56
Small Cap Equity
Fund(1).............. (0.062) 8.951 (9.87) 21,813 0.80 1.07 17
Money Market
Fund(1).............. (0.031) 1.000 3.14 3,618 0.60 3.80 N/A
<FN>
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(1) Investment operations commenced on March 14, 1994.

(2) Net Investment Income and Ratio of Operating Expenses to Average
Net Assets is after reimbursement of certain fees and expenses by
the Investment Manager. (See Note C to the Company's financial
statements.) Had the Investment Manager not undertaken to
reimburse expenses related to the Funds, net investment income
per share and the ratio of operating expenses to average net
assets would have been as follows: Global Income Fund, $0.320 and
2.12%; International Equity Fund, $0.004 and 2.24%; Growth and
Income Fund, $0.097 and 1.31%; Select Equity Fund, $.055 and
1.81%; Small Cap Equity Fund, $.009 and 1.62%; and Money Market
Fund, $0.018 and 2.24%, respectively.

(3) Total return is calculated assuming a purchase of shares at net
asset value per share on the first day and a sale at net asset
value per share on the last day of each period reported.
Distributions are assumed, for the purposes of this calculation,
to be reinvested at the net asset value per share on the
respective payment dates of each Fund.

(4) Annualized.

(5) Non-Annualized.

(6) The per share computation is a mathematical computation which may
appear inconsistent with the statement of operations.
</TABLE>

3
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

Each Fund has one or more investment objectives and related investment
policies and uses various investment techniques to pursue these objectives and
policies. THERE CAN BE NO ASSURANCE THAT ANY OF THE FUNDS WILL ACHIEVE ITS
INVESTMENT OBJECTIVE OR OBJECTIVES. Investors should not consider any one Fund
alone to be a complete investment program. All of the Funds are subject to the
risk of changing economic conditions, as well as the risk inherent in the
ability of the Adviser to make changes in the portfolio composition of the Fund
in anticipation of changes in economic, business, and financial conditions. As
with any security, a risk of loss is inherent in an investment in the shares of
any of the Funds.

The different types of securities, investments, and investment techniques
used by each Fund all have attendant risks of varying degrees. For example, with
respect to equity securities, there can be no assurance of capital appreciation
and there is a substantial risk of decline. With respect to debt securities,
there exists the risk that the issuer of a security may not be able to meet its
obligations on interest or principal payments at the time required by the
instrument. In addition, the value of debt instruments generally rises and falls
inversely with prevailing current interest rates. As described below, an
investment in certain of the Funds entails special additional risks as a result
of their ability to invest a substantial portion of their assets in either
foreign investments or small capitalization issuers or both. In addition, three
of the Funds are not diversified and this entails certain special risks. See
"Special Investment Methods and Risks."

Certain types of investments and investment techniques common to one or more
Funds are described in greater detail, including the risks of each, under
"Special Investment Methods and Risks" and in the statement of additional
information ("SAI"). The Funds are also subject to certain investment
restrictions that are described under the caption "Investment Restrictions" in
either this prospectus or the SAI.

The investment objective or objectives of each Fund as well as the
investment policies are not fundamental and may be changed by the Company's
board of directors without shareholder approval. Certain of the investment
restrictions of each Fund are fundamental and may not be changed without the
approval of a majority of the votes attributable to the outstanding shares of
that Fund. See "Investment Restrictions."

PROTECTIVE MONEY MARKET FUND

The investment objective of the Money Market Fund is to maximize current
income to the extent consistent with the preservation of capital and the
maintenance of liquidity. The Money Market Fund will pursue this objective by
investing in the following high quality money market instruments:

1. securities issued or guaranteed as to principal and interest by the U.S.
Government, its agencies, authorities or instrumentalities ("U.S.
Government Securities") and related custody receipts;

2. obligations issued or guaranteed by U.S. banks (including certificates
of deposit, loan participation interests, commercial paper, unsecured
bank promissory notes, time deposits, and bankers' acceptances) that have
more than $1 billion in total assets at the time of purchase as well as
debt obligations of U.S. subsidiaries of such banks;

3. commercial paper (unsecured promissory notes including variable amount
master demand notes and asset-backed commercial paper) issued or
guaranteed by U.S. corporations or other entities that are, at the time
of purchase, rated in the highest rating category for short-term debt
obligations of at least one nationally recognized statistical rating
organization ("NRSRO");

4. other short-term obligations issued or guaranteed by U.S. corporations,
(including short-term funding agreements) state and municipal governments
or other entities;

4
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5. unrated notes, paper, or other instruments that the Adviser determines
to be of comparable high quality; and

6. repurchase agreements with banks and government securities dealers,
provided that:

(a) at the time that the repurchase agreement is entered into, and
throughout the duration of the agreement, the collateral has a
market value at least equal to the value of the repurchase
agreement; and

(b) the collateral consists of U.S. Government Securities or
instruments that are rated in the highest rating category by the
requisite NRSROs (as defined below).

The Money Market Fund may acquire any of the above securities on a forward
commitment or when-issued basis. The Fund may also lend portfolio securities and
invest in other investment companies. See "Special Investment Methods and
Risks."

The Money Market Fund will only invest in instruments denominated in U.S.
dollars that the Adviser, under the supervision of the Company's board of
directors, determines present minimal credit risk and are, at the time of
acquisition, either:

1. rated in one of the two highest rating categories for short-term debt
obligations assigned by at least two NRSROs, or by only one NRSRO if only
one NRSRO has issued a rating with respect to the instrument ("requisite
NRSROs"); or

2. in the case of an unrated instrument, determined by the Adviser, under
the supervision of the Investment Manager and the Company's board of
directors, to be of comparable quality to the instruments described in 1
above; or

3. issued by an issuer that has received a rating of the type described in
1 above on other securities that are comparable in priority and security
to the instrument.

The Money Market Fund will invest 95% of its total assets in securities that
are rated in the highest category by the requisite NRSROs or unrated securities
of comparable investment quality. Of securities not rated in the highest
category (or not of comparable quality), the Fund will not invest more than the
greater of 1% of its total assets or $1 million in the securities of any single
issuer. The Fund is diversified. Except as explained in the SAI, the Fund will
not invest more than 5% of its assets (taken at amortized cost) in securities of
any single issuer (except U.S. Government securities or repurchase agreements
collateralized by such securities).

All Money Market Fund portfolio instruments will mature within 13 months or
less of the time that they are acquired. The average maturity of the Fund's
portfolio securities based on their dollar value will not exceed 90 days at the
time of each investment. If the disposition of a portfolio security results in a
dollar-weighted average portfolio maturity in excess of 90 days, the Money
Market Fund will invest its available cash in such manner as to reduce its
dollar-weighted average portfolio maturity to 90 days or less as soon as is
reasonably practicable.

NRSROs include Standard & Poor's Ratings Group, Moody's Investors Service,
Inc., Fitch Investors Service, Inc., Duff and Phelps, Inc., IBCA Limited and its
affiliate IBCA Inc., and Thompson BankWatch. See Appendix A to the SAI for a
description of each NRSRO's rating categories.

PROTECTIVE SELECT EQUITY FUND

The investment objective of the Select Equity Fund is to provide investors
with a total return consisting of capital appreciation plus dividend income.

The Select Equity Fund seeks to achieve its investment objective by
investing, under normal circumstances, at least 90% of its total assets in
equity securities selected by a portfolio optimization model (the "optimization
model") that seeks to maximize the Fund's reward to risk ratio. The Fund's

5
<PAGE>

portfolio is designed to have risk, capitalization and industry characteristics
similar to that of the S&P 500 Index but that could provide a total return in
excess of the total return of the S&P 500 Index over various periods of time.

The Select Equity Fund invests primarily in equity securities, consisting of
common stocks, preferred stocks, convertible securities and warrants. It is
therefore subject to certain market risks, such as the possibility that the
price of a security held by the Fund will decline over a short or even an
extended period of time. The market for equity securities in the United States
tends to be cyclical, with periods when the prices of securities generally rise
and periods when they generally decline. All equity securities are usually
influenced to some extent by price movements in the equities market. To a
limited extent, the Fund may purchase the securities of issuers with less than
three years' continuous operating history ("unseasoned issuers") and other
investment companies. See "Special Investment Methods and Risks."

The Select Equity Fund may invest in equity securities that are issued by
foreign issuers and are traded in the United States. All such securities will be
issued by foreign companies that comply with U.S. accounting standards. The Fund
may also invest in American depository receipts ("ADRs"). ADRs are receipts
typically issued by a U.S. bank or trust company which evidence ownership of
underlying securities of foreign corporations. See "Special Investment Methods
and Risks."

Since normal settlement for equity securities currently is five trading
days, the Select Equity Fund will need to hold cash balances to satisfy
shareholder redemption requests. Such cash balances will normally range from 2%
to 5% of the Fund's net assets. The Fund may purchase futures contracts on the
S&P 500 Index in order to keep the Fund's effective equity exposure close to
100%. For example, if cash balances are equal to 5% of the net assets, the Fund
may enter into long futures contracts covering an amount equal to 5% of the
Fund's net assets. As cash balances fluctuate based on new contributions or
withdrawals, the Fund may enter into additional futures contracts or close out
existing positions. See "Special Investment Methods and Risks." Under unusual
circumstances, the Fund may temporarily hold up to 35% of its assets in cash or
such short-term instruments of the type that the Money Market Fund may hold for
liquidity purposes.

In addition to the purchase and sale of futures contracts on the S&P 500
Index, it may purchase securities on a when-issued or forward commitment basis
and engage in securities lending. See "Special Investment Methods and Risks."
Except for these investments and cash equivalents, the Select Equity Fund
expects to be fully invested in equity securities. The Fund will not time its
investments to anticipate market trends.

The Adviser begins with a universe primarily of large capitalization equity
securities and assigns each security a rating based on the multifactor model
(described below) and if the security is followed by the Goldman Sachs
Investment Research Department (the "research department") a second rating is
assigned based upon the research department's evaluation. Each equity security
in the Fund's investment universe is then processed by the optimization model.
The optimization model selects a portfolio for the Fund based upon two sets of
criteria. First, the optimization model considers the ratings assigned by the
multifactor model and the research department. Second, the optimization model
takes into account certain characteristics of the S&P 500 Index, such as
industry category, capitalization and volatility. Using these two criteria, the
optimization model selects a portfolio that has risk characteristics and
industry weightings similar to the S&P 500 Index but that is composed of equity
securities that have been assigned higher ratings than those comprising the
Index. Although it has a bias toward the highest rated securities, the
optimization model does not necessarily select only the highest rated securities
but seeks to achieve a balance between ratings and the risk profile of the S&P
500 Index.

6
<PAGE>

By employing both quantitative (I.E., the multifactor model) and a
qualitative (I.E., analyst's ratings) method of selecting securities, the Fund
seeks to overcome the inherent inability of quantitative methods to analyze
non-quantitative factors (such as the impact of change in management or a
pending lawsuit) and, conversely, the susceptibility of qualitative methods to
subjective influences and biases.

THE MULTIFACTOR MODEL. The multifactor model is a sophisticated
computerized rating system for evaluating equity securities according to
fundamental investment characteristics. The factors used by the multifactor
model incorporate many variables studied by traditional fundamental analysts,
and cover measures of value, yield, growth, momentum, risk and liquidity which
include price/earnings ratio, book/price ratio, long and short-term growth
estimates, earnings estimates, price momentum, volatility and liquidity. All of
the factors used by the multifactor model have been shown to significantly
impact the performance of equity securities. The weights assigned to the factors
are derived using a statistical formulation that considers each factor's
historical performance in different market environments. As such, the
multifactor model is designed to evaluate each security using only the factors
that are statistically related to returns in the anticipated market environment.
Because it includes many disparate factors, the Adviser believes that the
multifactor model is broader in scope and provides a more thorough evaluation
than most conventional, value-oriented quantitative models. As a result, the
securities ranked highest by the multifactor model do not have one dominant
investment characteristic (such as a low price/earnings ratio); rather, such
securities possess many different investment characteristics.

RESEARCH DEPARTMENT RATINGS. The research department assigns a rating of
one (recommended for purchase) to four (likely to underperform) to each equity
security that it follows. With an annual budget of more than $120 million, the
research department has a staff of approximately 150 senior professionals who
follow over 1700 issuers.

PROTECTIVE CAPITAL GROWTH FUND

The Capital Growth Fund's investment objective is long-term capital growth.
The Fund seeks to achieve its investment objective by investing primarily in
securities that the Adviser considers to have long-term capital appreciation
potential. Among such investments, the Fund emphasizes common stocks,
convertible debt securities, convertible preferred stock, warrants,
mortgage-backed and asset-backed securities and lower-rated or unrated debt
securities that the Adviser believes offer potential for long-term capital
appreciation. Under normal market conditions, the Fund invests at least 65% of
its total assets in equity securities, including common stocks, preferred
stocks, convertible debt securities, convertible preferred stock, warrants and
other stock purchase rights, and interests in real estate investment trusts
("REITs").

At least 75% of the Fund's assets are invested in securities of U.S.
issuers. Up to 25% of the Fund's total assets may be invested in foreign
securities including ADRs, European depository receipts ("EDRs") and global
depository receipts ("GDRs") and securities of issuers in countries with
emerging economies and securities markets. See "Special Investment Methods and
Risks." Up to 25% of the Fund's total assets may be invested in fixed-income
securities, including notes, bonds, debentures, U.S. Government Securities, zero
coupon bonds, mortgage-backed and asset-backed securities, and lower-rated or
unrated debt securities.

EDRs and GDRs are receipts issued by non-U.S. financial institutions
evidencing an arrangement similar to ADRs. Generally, ADRs, in registered form,
are designed for trading in U.S. securities markets and EDRs, in bearer form,
are designed for trading in European securities markets. GDRs are issued in
registered or bearer form and are designed for trading on a global basis. See
"Special Investment Methods and Risks."

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<PAGE>

thereon, illiquid or restricted securities, repurchase agreements, foreign
securities, forward foreign currency exchange contracts, options on foreign
currency, short sales against-the-box, stock of other investment companies, and
lending portfolio securities. These investments and techniques and their
attendant risks are also described in "Special Investment Methods and Risks."

PROTECTIVE SMALL CAP EQUITY FUND

The Small Cap Equity Fund's investment objective is long-term capital
growth. Dividend income, if any, is an incidental consideration. The Fund seeks
to achieve its investment objective by investing, under normal circumstances, at
least 65% of its total assets in equity securities of companies with public
stock market capitalizations of $1 billion or less at the time of investment.
However, the Fund emphasizes investments in companies with public stock market
capitalizations of $500 million or less at the time of investment. Public stock
market capitalizations are characterized by multiplying the total number of
common shares available for trading on an unrestricted basis by the market price
for such shares. Under normal market conditions, the Fund's investment horizon
for ownership of stocks is two to three years. Equity securities in which the
Small Cap Equity Fund may invest include common stocks, preferred stocks,
convertible securities, warrants and interests in REITs. The Adviser believes
that the companies in which the Small Cap Equity Fund may invest offer greater
potential for growth of capital than larger, more mature, better known
companies. Investments may be made in companies that are in the early stages of
their life that the Adviser believes have significant growth potential. The Fund
may invest, without limitation, in securities of small capitalization companies
which may have experienced financial difficulties. However, investments in such
small capitalization companies may involve special risks. See "Special
Investment Methods and Risks -- Risks of Investing in Small Capitalization
Companies," below.

The Adviser expects that the Small Cap Equity Fund will typically invest in
the securities of approximately 30 to 40 companies. The number of stocks owned
is intended to provide the Fund with a moderate level of diversification while
at the same time not diluting the impact of any one investment. However, the
Fund is "non-diversified" as defined in the Investment Company Act of 1940, as
amended, (the "Act"). The only statutory or regulatory diversification
requirements to which it is subject arise under the federal tax law. See "Taxes"
and "Special Investment Methods and Risks."

The Fund may also invest in certain instruments or utilize investment
techniques that involve special risks. These include: convertible securities,
lower-rated debt securities, when-issued securities and forward commitments,
options on securities and securities indices, foreign securities, ADRs, EDRs,
GDRs, forward foreign currency exchange contracts, options on foreign currency,
futures contracts and options thereon, illiquid or restricted securities,
repurchase agreements, short sales against-the-box, stock of other investment
companies and lending portfolio securities. These investments and techniques and
their attendant risks are also described in "Special Investment Methods and
Risks."

Although the Small Cap Equity Fund will invest primarily in publicly traded
U.S. securities, it may invest up to 25% of its total assets in foreign
securities, (including securities of issuers in countries with emerging
economies or securities markets) ADRs EDRs and GDRs. Up to 35% of its total
assets may be invested in the equity securities of companies with public stock
market capitalizations in excess of $1 billion and in fixed-income securities,
which may include notes, bonds, debentures, U.S. Government Securities and zero
coupon bonds, including lower rated corporate debt.

Notwithstanding the Small Cap Equity Fund's investment objective of
long-term capital growth, the Fund may, when the Adviser deems appropriate, for
temporary defensive purposes to preserve capital, hold part or all of its assets
in cash, money market instruments of the type in which the Protective Money
Market Fund may invest, non-convertible preferred stocks, or, subject to tax
restrictions, foreign currencies.

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<PAGE>
PROTECTIVE INTERNATIONAL EQUITY FUND

The International Equity Fund's investment objective is long-term capital
appreciation. The Fund will seek to achieve its objective by investment
primarily in equity and equity-related securities of companies that are
organized outside the United States or of companies whose securities are
principally traded outside the United States, and which securities are
considered by the Adviser to have long-term capital appreciation potential.
Under normal market conditions, the Fund will invest substantially all, and at
least 65%, of its total assets in such securities. The Fund is "non-diversified"
as defined in the Act. The only statutory or regulatory diversification
requirements to which it is subject arise under the federal tax law. See "Taxes"
and "Special Investment Methods and Risks." The Adviser may allocate the Fund's
investments among many different countries provided that such assets are
invested in at least three different countries other than the U.S.

The International Equity Fund is intended for investors who can accept the
risks involved in investments in equity and equity-related securities of
non-U.S. issuers, as well as in foreign currencies and in the active management
techniques that the Fund generally employs.

The equity and equity-related securities in which the International Equity
Fund will primarily invest are common stock, preferred stock, convertible debt
obligations, convertible preferred stock and warrants or other rights to acquire
stock that the Adviser believes offer the potential for long-term capital
appreciation. The Fund also may invest in securities of foreign issuers in the
form of sponsored and unsponsored ADRs, EDRs, GDRs or other similar instruments
representing securities of foreign issuers. See "Special Investment Methods and
Risks."

SUBSTANTIAL INVESTMENT IN WESTERN EUROPE AND JAPAN. The International
Equity Fund expects to invest a substantial portion of its assets in the
securities of companies located in Western European countries and in Japan.
Investment of a substantial portion of the Fund's assets in such countries will
subject the Fund, to a greater extent than if investment was more limited, to
the risks of adverse securities markets, exchange rates and social, political or
economic events which may occur in those countries.

INVESTMENTS IN EMERGING MARKETS. The International Equity Fund may also
invest in the securities of issuers located in countries with emerging economies
or securities markets. Up to 25% of the Fund's total assets may be invested in
any one country and such investments may, in the aggregate, exceed 25% of the
Fund's total assets. These countries are: Argentina, Bangladesh, Botswana,
Brazil, Chile, China, Columbia, Czech Republic, Cyprus, Egypt, Ghana, Hong Kong,
Hungary, India, Indonesia, Israel, Jordan, Kenya, Malaysia, Mexico, Morocco, New
Zealand, Pakistan, Peru, Philippines, Poland, Republic of Slovakia, Singapore,
South Korea, Sri Lanka, South Africa, Swaziland, Taiwan, Thailand, Turkey,
Uruguay, Venezuela, Zambia and Zimbabwe. Because many of these countries have,
to a greater or lesser extent, emerging economies or securities markets,
investment in such countries involves certain risks that are not present in
investments in more developed countries. See "Special Investment Methods and
Risks."

FOREIGN CURRENCY AND CURRENCY TECHNIQUES. Investment in foreign issuers
usually involves currencies of foreign countries. Because the International
Equity Fund's exposure to fluctuation of currency values is independent of its
securities positions, the value of the assets of the Fund as measured in U.S.
dollars is affected by changes in foreign currency exchange rates. An unlimited
amount of the International Equity Fund's assets may be denominated or quoted in
one or more of the foreign currencies. Substantial investment of the Fund's
assets in a particular currency will increase its exposure to adverse
developments affecting the value of that currency.

The International Equity Fund may employ certain currency techniques to seek
to hedge against currency exchange rate fluctuations or to seek to increase
total return. When used to attempt to enhance total return, these management
techniques are considered speculative. Such currency management techniques
involve risks different from those associated with investing solely in dollar-
denominated securities of U.S. issuers. The management techniques which the Fund
may employ

9
<PAGE>

consist of transactions in options, futures contracts, options on futures,
forward foreign currency exchange contracts and currency swaps. To the extent
that the Fund is fully invested in foreign securities while also maintaining
currency positions, it may be exposed to greater combined risk. The Fund's net
currency positions may expose it to risks independent of its securities
positions. "Special Investment Methods and Risks."

OTHER INVESTMENTS. The International Equity Fund's investments may include
U.S. Government Securities, mortgage-backed obligations, debt obligations of
corporate and asset-backed issuers, debt obligations of foreign governments and
their respective agencies, instrumentalities, political subdivisions and
authorities and debt obligations issued or guaranteed by international or
supranational entities that, in the opinion of the Adviser, offer the potential
to enhance total return. The Fund will not, under normal conditions, invest more
than 35% of its total assets in such debt obligations. The debt obligations in
which the Fund may invest will be rated BBB or higher by Standard & Poor's
Ratings Group ("S&P") or Baa or higher by Moody's Investors Services, Inc.
("Moody's"), or if unrated by such rating organizations, determined by the
Adviser to be of comparable credit quality. See Appendix A to the SAI for a
description of the corporate bond ratings assigned by S&P and Moody's.

The International Equity Fund may also make investments or utilize
investment techniques that involve special risks. These include: convertible
securities, when-issued securities and forward commitments, options on
securities and securities indices, futures contracts and options thereon,
illiquid or restricted securities, repurchase agreements, short sales
against-the-box, stock of other investment companies, lending portfolio
securities, small capitalization companies and unseasoned issuers. These
investments and techniques and their attendant risks are described in "Special
Investment Methods and Risks."

Notwithstanding the International Equity Fund's investment objective, the
Fund may on occasion, for temporary defensive purposes to preserve capital, hold
part or all of its assets in cash, other money market instruments of the type in
which the Money Market Fund may invest, non-convertible preferred stocks, or,
subject to certain tax restrictions, foreign currencies. The Fund may assume a
temporary defensive posture only when political and economic factors affect
foreign equity markets to such an extent that the Adviser believes there to be
extraordinary risks in being substantially invested in such markets. When the
Fund's assets are so invested, the Fund may not be achieving its investment
objective.

PROTECTIVE GROWTH AND INCOME FUND

The Growth and Income Fund's investment objective is long-term growth of
capital and growth of income. The Fund seeks to achieve its investment
objectives by investing, under normal market conditions, at least 65% of its
total assets in equity securities that the Adviser considers to have favorable
prospects for capital appreciation and/or dividend growth. Equity securities in
which the Fund may invest consist of common stocks, preferred stocks,
convertible securities, warrants and other stock purchase rights, and interests
in REITs. These securities may or may not pay a current dividend. Securities in
which the Fund may invest may include securities acquired on a when-issued or
forward commitment basis, restricted or illiquid securities, short sales
against-the-box, securities of other investment companies and unseasoned
issuers. The Fund may also use certain investment techniques that entail special
risks. These include: options on securities and securities indices, futures
contracts and options thereon, lending portfolio securities, lower-rated debt
securities, holding and trading foreign currency, forward foreign currency
contracts, futures contracts on foreign currency and option contracts on foreign
currencies. These securities and techniques and their attendant risks are
described in "Special Investment Methods and Risks."

OTHER INVESTMENT POLICIES AND RISKS. The Growth and Income Fund may invest
up to 35% of its total assets in investment grade mortgage-backed, asset-backed
and fixed-income securities issued by corporations or other entities or in U.S.
Government Securities if such securities, in the opinion of the Adviser, offer
the potential to further the Fund's investment objectives. In addition, although
the

10
<PAGE>

Fund will invest primarily in publicly traded U.S. securities, it may invest up
to 25% of its assets in foreign securities, including EDRs and GDRs and ADRs and
securities of issuers in countries with emerging economies or securities
markets.

When in the judgment of the Adviser market conditions warrant, the Growth
and Income Fund may for temporary defensive purposes to preserve capital, hold
part or all of its assets in cash, money market instruments of the type in which
the Money Market Fund may invest, and foreign currencies.

PROTECTIVE GLOBAL INCOME FUND

The Global Income Fund's investment objective is a high total return,
emphasizing current income and, to a lesser extent, providing opportunities for
capital appreciation, primarily through investment in a portfolio of high
quality fixed-income securities of U.S. and foreign issuers and through
transactions in foreign currencies. High quality securities are defined as
securities which have ratings of at least AA by S&P or Aa by Moody's ("high
quality ratings") or, if unrated by such rating organizations, are determined by
the Fund's Adviser to be of comparable credit quality. The Fund also may invest
in debt obligations of foreign governments (or agencies or instrumentalities
thereof) denominated in the issuer's currency rated A or better by Moody's or
S&P, or, if not rated by such rating organizations, determined by the Adviser to
be of comparable credit quality. A security will be considered to have met the
Fund's credit criteria if it receives the minimum required rating from at least
one such rating organization even though it has been rated below the minimum by
one or more other rating organizations.

SELECTION OF PORTFOLIO INVESTMENTS. Under normal circumstances, the Global
Income Fund will seek to meet its investment objective by pursuing investment
opportunities in foreign and domestic fixed-income securities markets and by
engaging in currency transactions to enhance returns and for the purpose of
hedging its portfolio. In determining the countries and currencies in which the
Fund will invest, the Adviser's portfolio managers will form an opinion based
primarily on the views of Goldman Sachs's economists as well as information
provided by securities dealers, including information relating to factors such
as interest rates, inflation, monetary and fiscal policies, taxation, and
political climate. The portfolio managers will apply the Black-Litterman model
(the "model") to their views to develop a portfolio that produces, in the view
of the Adviser, the optimal expected return for a given level of risk. The model
factors in the opinions of the portfolio managers, adjusting for their level of
confidence in such opinions, with the views implied by an international capital
asset pricing formula. The model is also used to maintain the level of portfolio
risk within certain guidelines established by the Adviser.

In selecting securities for the portfolio, the portfolio managers consider
such factors as the security's duration, sector and credit quality rating as
well as the security's yield and prospects for capital appreciation. The Global
Income Fund will, under normal market conditions, have at least 30% of its total
assets, adjusted to reflect the Fund's net exposure after giving effect to
currency transactions and positions, denominated in U.S. dollars. It is expected
that the Fund will use currency transactions both to enhance overall returns for
a given level of risk and to hedge its exposure to foreign currencies. While the
Fund will have both long and short currency positions, its net long and short
foreign currency exposure will not exceed the value of the Fund's total assets.
The Fund may, for temporary defensive purposes, invest up to 100% of its total
assets in dollar-denominated securities or securities of U.S. issuers. See
"Special Investment Methods and Risks."

PORTFOLIO DURATION. The Global Income Fund will maintain a dollar weighted
average portfolio duration of not more than seven and one-half years. Duration
represents the weighted average maturity of expected cash flows on a debt
obligation, discounted to present value. The longer the duration of a debt
obligation, the more sensitive its value is to changes in interest rates.
Maturity measures only the time final payment is due on a bond or other debt
security; it takes no account of the pattern of a security's cash flows over
time. In computing the duration of its portfolio, the Fund will have to estimate
the duration of debt obligations that are subject to prepayment or redemption by
the issuer.

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<PAGE>

The Global Income Fund may use various techniques to shorten or lengthen the
dollar weighted average duration of its portfolio, including the acquisition of
debt obligations at a premium or discount, transactions in structured
securities, options, futures contracts and options on futures and interest rate
swaps. The Fund is not subject to any limitation with respect to the average
maturity of its portfolio or the individual securities which it may hold.

CURRENCY AND INTEREST RATE TECHNIQUES. It is expected that the Global
Income Fund will employ certain currency and interest rate management techniques
involving risks different from those associated with investing solely in
dollar-denominated fixed-income securities of U.S. issuers. Such management
techniques include transactions in options (including yield curve options),
futures contracts, options on futures contracts, structured securities, forward
foreign currency exchange contracts, currency options and futures and currency
and interest rate swaps, and interest rate floors, caps and collars. However, to
the extent that the Fund is fully invested in foreign securities while also
maintaining currency positions, it may be exposed to greater combined risk. The
Fund's net currency positions may expose it to risks independent of its
securities positions. See "Special Investment Methods and Risks."

CONCENTRATION IN CANADA, GERMANY, JAPAN AND THE UNITED KINGDOM. The Global
Income Fund may invest more than 25% of its total assets in the securities of
corporate and government issuers located in each of Canada, Germany, Japan and
the United Kingdom as well as the securities of U.S. issuers. Concentration of
the Fund's investments in such issuers or currencies will subject the Fund, to a
greater extent than if investment was more limited, to the risks of adverse
securities markets, exchange rates and social, political or economic events
which may occur in those countries. In addition, for purposes of percentage
limitations, the term "securities" does not include foreign currencies, which
means that the Fund could have more than 25% of its total assets denominated in
any particular foreign currency.

OTHER INVESTMENT POLICIES. The Global Income Fund is "non-diversified"
under the Act. The only statutory or regulatory diversification requirements to
which it is subject arise under federal tax law. See "Taxes" and "Special
Investment Methods and Risks." Except as described above, not more than 25% of
the Fund's total assets will be invested in the securities of any one foreign
government or any other issuer (this limitation does not apply to the U.S.
Government). Under normal circumstances, the Fund will invest in securities of
issuers in at least three countries. No more than 25% of the Fund's total assets
will be invested in securities of issuers located in any country other than
Canada, Germany, Japan, the United Kingdom and the United States.

FIXED-INCOME SECURITIES. The fixed-income securities in which the Global
Income Fund may invest include: (i) U.S. Government Securities and custody
receipts therefor; (ii) securities issued or guaranteed by a foreign government
or any of its political subdivisions, authorities, agencies or instrumentalities
or by international entities (I.E., international organizations designated or
supported by government entities to promote economic reconstruction or
development, such as the World Bank) having at least one high quality rating or,
if unrated, determined by the Adviser to be of comparable credit quality; (iii)
corporate debt securities; (iv) certificates of deposit, bankers' acceptances or
time deposits of U.S. or foreign banks (including domestic or foreign branches
thereof) having total assets of more than $1 billion; (v) commercial paper of a
type that the Money Market Fund may hold; and (vi) mortgage and asset-backed
securities.

Although the Global Income Fund may invest in securities satisfying the
minimum credit quality criteria prescribed above, the Fund generally intends to
invest at least 50% of its net assets in securities having the highest
applicable credit quality rating at the time of investment and unrated
securities determined by the Adviser to be of comparable credit quality to
securities with the highest applicable credit quality rating. Currently, most of
the foreign securities that meet the Fund's credit quality standards are likely
to be securities issued by foreign governments. The debt securities in which the
Fund will invest may have fixed, variable or floating interest rates.

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<PAGE>
RISKS OF FOREIGN INVESTMENTS AND CURRENCIES. The Global Income Fund will,
under normal market conditions, have at least 30% of its total assets, adjusted
to reflect the Fund's net exposure after giving effect to currency transactions
and positions, denominated in U.S. dollars. The performance of investments in
non-dollar securities will depend on, among other things, the strength of the
foreign currency against the dollar and the interest rate environment in the
country issuing the foreign currency. Absent other events which could otherwise
affect the value of non-dollar securities (such as a change in the political
climate or an issuer's credit quality), appreciation in the value of the foreign
currency generally can be expected to increase the value of the Fund's
non-dollar securities in terms of U.S. dollars. A rise in foreign interest rates
or decline in the value of foreign currencies relative to the U.S. dollar
generally can be expected to depress the value of the Fund's non-dollar
securities in terms of U.S. dollars. The Adviser evaluates investments on the
basis of fundamental economic criteria (E.G., relative inflation levels and
trends, growth rate forecasts, balance of payments status and economic policies)
as well as technical and political data.

Investing the Global Income Fund's assets in securities of issuers located
outside the United States will subject the Fund to the risks of adverse social,
political or economic events which may occur in such foreign countries. See
"Special Investment Methods and Risks."

SPECIAL INVESTMENT METHODS AND RISKS

CONVERTIBLE SECURITIES

The Select Equity Fund, Capital Growth Fund Small Cap Equity Fund,
International Equity Fund, and Growth and Income Fund may invest in convertible
securities. Convertible securities may include corporate notes or preferred
stock but are ordinarily a long-term debt obligation of the issuer convertible
at a stated exchange rate into common stock of the issuer. As with all debt and
income-bearing securities, the market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase as interest
rates decline. Convertible securities generally offer lower interest or dividend
yields than non-convertible securities of similar quality. However, when the
market price of the common stock underlying a convertible security exceeds the
conversion price, the price of the convertible security tends to reflect the
value of the underlying common stock. As the market price of the underlying
common stock declines, the convertible security tends to trade increasingly on a
yield basis, and thus may not decline in price to the same extent as the
underlying common stock. Convertible securities rank senior to common stocks in
an issuer's capital structure and are consequently of higher quality and entail
less risk than the issuer's common stock. In evaluating a convertible security,
the Adviser gives primary emphasis to the attractiveness of the underlying
common stock. The convertible debt securities in which a Fund may invest are
subject to the same rating criteria as that Fund's investment in non-convertible
debt securities. Convertible securities are treated as equity securities for
purposes of a Fund's investment policies or restrictions.

FIXED-INCOME SECURITIES

All of the Funds may invest in U.S. Government Securities and (except for
Select Equity Fund) corporate and certain other fixed-income securities.
Fixed-income securities are subject to the risk that the issuer will not be able
to meet principal and interest payments on the obligations (credit risk) and may
also be subject to price volatility due to such factors as interest rate
sensitivity, market perception of the creditworthiness of the issuer and general
market liquidity (market risk). Except to the extent that values are
independently affected by currency exchange rate fluctuations, the value of
fixed-income securities generally rises when interest rates decline. Conversely,
the value of fixed-income securities generally declines when interest rates
rise. The interest rates payable on certain securities in which a Fund may
invest that are characterized as "fixed-income" securities, are not really fixed
and may fluctuate based upon changes in market rates of interest. Fixed-income
securities include U.S. Government Securities, and debt obligations of states or
municipalities or state or municipal government agencies or instrumentalities,
as well as the following:

U.S. GOVERNMENT SECURITIES. All of the Funds may purchase U.S. Government
Securities. U.S. Government Securities are obligations issued or guaranteed by
the U.S. Government, its agencies,

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<PAGE>

authorities or instrumentalities. Some U.S. Government Securities, such as
Treasury bills, notes and bonds, which differ only in their interest rates,
maturities and times of issuance, are supported by the full faith and credit of
the United States. Others, such as obligations issued or guaranteed by U.S.
Government agencies, authorities or instrumentalities are supported either by
(a) the full faith and credit of the U.S. Government (such as securities of the
Small Business Administration), (b) the right of the issuer to borrow from the
Treasury (such as securities of the Federal Home Loan Banks), (c) the
discretionary authority of the U.S. Government to purchase the agency's
obligations (such as securities of the Federal National Mortgage Association),
or (d) only the credit of the issuer. No assurance can be given that the U.S.
Government will provide financial support to U.S. Government agencies,
authorities or instrumentalities in the future. U.S. Government Securities may
also include zero coupon bonds.

Securities guaranteed as to principal and interest by the U.S. Government,
its agencies, authorities or instrumentalities are considered to include (a)
securities for which the payment of principal and interest is backed by a
guarantee of or an irrevocable letter of credit issued by the U.S. Government,
its agencies, authorities or instrumentalities and (b) participation in loans
made to foreign governments or their agencies that are so guaranteed. The
secondary market for certain of these participations is limited. Such
participations may therefore be regarded as illiquid.

Each Fund may also invest in separately traded principal and interest
components of securities guaranteed or issued by the U.S. Treasury if such
components are traded independently under the Separate Trading of Registered
Interest and Principal of Securities program ("STRIPS").

CUSTODY RECEIPTS. All of the Funds may also acquire securities issued or
guaranteed as to principal and interest by the U.S. Government, its agencies,
authorities or instrumentalities in the form of custody receipts. Such receipts
evidence ownership of future interest payments, principal payments or both on
certain notes or bonds issued by the U.S. Government, its agencies, authorities
or instrumentalities. For certain securities law purposes, custody receipts are
not considered obligations of the U.S. Government.

CORPORATE DEBT OBLIGATIONS. Corporate debt securities are subject to credit
risk and market risk. Lower rated or unrated securities are more likely to react
to developments affecting market and credit risk than are more highly rated
securities, which react primarily to movements in the general level of interest
rates. The Adviser considers both credit risk and market risk in making
investment decisions as to corporate debt obligations for a Fund.

LOWER RATED CORPORATE DEBT OBLIGATIONS. The corporate debt obligations in
which the Capital Growth Fund, Small Cap Equity Fund and Growth and Income Fund
may invest may be rated in the lowest rating categories by S&P or by Moody's or
be unrated. The Capital Growth Fund, Small Cap Equity Fund and Growth and Income
Fund may invest up to 25%, 35% and 10%, respectively, of their total assets in
such securities. Bonds rated BB or below by S&P or Ba or below by Moody's (or
comparable unrated securities), commonly called "junk bonds," are considered
speculative and payments of principal and interest thereon may be questionable.
In some cases, such bonds may be highly speculative, have poor prospects for
reaching investment grade standing and be in default. As a result, investment in
such bonds will entail greater speculative risks than those associated with
investment in investment-grade bonds (I.E., bonds rated BBB or higher by S&P or
Baa or higher by Moody's). No minimum rating standard is required for a purchase
of bonds by the Capital Growth Fund, Small Cap Equity Fund or Growth and Income
Fund. The Fund may purchase debt obligations of issuers not currently paying
interest as well as issuers who are in default. See Appendix A to the SAI for a
description of the ratings issued by investment rating services.

ZERO COUPON AND DEFERRED INTEREST BONDS. The Capital Growth Fund, Small Cap
Equity Fund, International Equity Fund, Growth and Income Fund and Global Income
Fund may invest in zero coupon bonds. The Global Income Fund may also invest in
deferred interest bonds. Zero coupon and deferred interest bonds are debt
obligations which are issued at a significant discount from face value. The
original discount approximates the total amount of interest the bonds will
accrue and compound

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<PAGE>
over the period until maturity or the first interest accrual date at a rate of
interest reflecting the market rate of the security at the time of issuance. A
zero coupon security pays no interest to its holder during its life and its
value (above its cost to a Fund) consists of the difference between its face
value at maturity and its cost. While zero coupon bonds do not require the
periodic payment of interest, deferred interest bonds generally provide for a
period of delay before the regular payment of interest begins. Although this
period of delay is different for each deferred interest bond, a typical period
is approximately one-third of the bond's terms to maturity. Such investments
benefit the issuer by mitigating its initial need for cash to meet debt service,
but some also provide a higher rate of return to attract investors who are
willing to defer receipt of such cash. Such investments experience greater
volatility in market value due to changes in interest rates than debt
obligations which provide for regular payments of interest. A Fund will accrue
income on such investments for tax and accounting purposes, as required, which
is distributable to shareholders and which, because no cash is received at the
time of accrual, may require the liquidation of other portfolio securities to
satisfy the Fund's distribution obligations.

INVERSE FLOATING RATE SECURITIES. The Global Income Fund may invest in
inverse floating rate securities. The interest rate on such a security resets in
the opposite direction from the market rate of interest to which it is indexed.
An inverse floating rate security may be considered to be leveraged to the
extent that its interest rate varies by a magnitude that exceeds the magnitude
of the change in the index rate of interest. The higher degree of leverage
inherent in such securities generally results in greater volatility in their
market prices.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. All of the Funds except Select
Equity Fund may invest in mortgage-backed securities, which represent direct or
indirect participation in, or are collateralized by and payable from, mortgage
loans secured by real property. These Funds may also invest in asset-backed
securities, which represent participation in, or are secured by and payable
from, assets such as motor vehicle installment sale contracts, installment loan
contracts, leases of various types of real and personal property, receivables
from revolving credit (credit card) agreements and other categories of
receivables. Such securities are generally issued by trusts and special purpose
corporations.

Mortgage-backed and asset-backed securities are often subject to more rapid
repayment than their stated maturity dates would indicate as a result of the
pass-through of prepayments of principal on the underlying loans. This may
increase the volatility of such instruments relative to other similarly rated
debt securities. During periods of declining interest rates, prepayment of loans
underlying mortgage-backed and asset-backed securities can be expected to
accelerate, and thus impair a Fund's ability to reinvest the returns of
principal at comparable yields. During periods of rising interest rates, reduced
prepayment rates may extend the average life of mortgage-backed and asset-backed
securities and increase the risk of depreciation due to future increases in
market interest rates. Accordingly, the market values of such securities will
vary with changes in market interest rates generally and in yield differentials
among various kinds of U.S. Government Securities and other mortgage-backed and
asset-backed securities. Asset-backed securities present certain additional
risks that are not presented by mortgage-backed securities because asset-backed
securities generally do not have the benefit of a security interest in
collateral that is comparable to mortgage assets. There is the possibility that,
in some cases, recoveries on repossessed collateral may not be available to
support payments on these securities.

STRUCTURED SECURITIES. The Global Income Fund may invest in structured
notes, bonds or debentures. The value of the principal of and/or interest on
such securities is determined by reference to changes in the value of specific
currencies, interest rates, commodities, indices or other financial indicators
(the "Reference") or the relative change in two or more References. The interest
rate or the principal amount payable upon maturity or redemption may be
increased or decreased depending upon changes in the applicable Reference. The
terms of the structured securities may provide that in certain circumstances no
principal is due at maturity and, therefore, may result in the loss of the
Fund's investment. Structured securities may be positively or negatively
indexed, so that appreciation

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<PAGE>
of the Reference may produce an increase or decrease in the interest rate or
value of the security at maturity. In addition, changes in interest rates or the
value of the security at maturity may be a multiple of changes in the value of
the Reference. Consequently, structured securities may entail a greater degree
of market risk than other types of fixed-income securities. Structured
securities may also be more volatile, less liquid and more difficult to
accurately price than less complex fixed-income investments.

REPURCHASE AGREEMENTS

All of the Funds may enter into repurchase agreements with dealers in U.S.
Government Securities and member banks of the Federal Reserve System which
furnish collateral at least equal in value or market price to the amount of
their repurchase obligation. In a repurchase agreement, a Fund purchases a debt
security from a seller which undertakes to repurchase the security at a
specified resale price on an agreed future date (ordinarily a week or less). The
resale price generally exceeds the purchase price by an amount which reflects an
agreed-upon market interest rate for the term of the repurchase agreement. The
primary risk is that, if the seller defaults, a Fund might suffer a loss to the
extent that the proceeds from the sale of the underlying securities and other
collateral held by that Fund in connection with the related repurchase agreement
are less than the repurchase price. In addition, in the event of bankruptcy of
the seller or failure of the seller to repurchase the securities as agreed, that
Fund could suffer losses, including loss of interest on or principal of the
security and costs associated with delay and enforcement of the repurchase
agreement. The Company's board of directors have reviewed and approved certain
sellers whom they believe to be creditworthy and have authorized the Funds to
enter into repurchase agreements with such sellers..

All of the Funds, together with other registered investment companies
advised by the Advisers, may transfer uninvested cash balances into a single
joint account, the daily aggregate balance of which is invested in one or more
repurchase agreements.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

All of the Funds may purchase when-issued-securities. When-issued
transactions arise when securities are purchased by a Fund with payment and
delivery taking place in the future in order to secure what is considered to be
an advantageous price and yield to the Fund at the time of entering into the
transaction. Certain of the Funds may also purchase securities on a forward
commitment basis; that is, make contracts to purchase securities for a fixed
price at a future date beyond customary settlement time. A Fund is required to
hold and maintain in a segregated account with its custodian until the
settlement date, cash or liquid high grade debt securities in an amount
sufficient to meet the purchase price. Alternatively, the Fund may enter into
offsetting contracts for the forward sale of other securities that it owns.
Purchase of securities on a when-issued or forward commitment basis involves a
risk of loss if the value of the security to be purchased declines prior to the
settlement date. Although a Fund would generally purchase securities on a
when-issued or forward commitment basis with the intention of acquiring
securities for its portfolio, the Fund may dispose of a when-issued security or
forward commitment prior to settlement if the Adviser deems it advantageous to
do so.

LENDING OF PORTFOLIO SECURITIES

All of the Funds may seek to increase their income by lending portfolio
securities. Under present regulatory policies, such loans may be made to
institutions, such as certain broker-dealers, and are required to be secured
continuously by collateral in cash, cash equivalents, or U.S. Government
Securities maintained on a current basis at an amount at least equal to the
market value of the securities loaned. Cash collateral may be invested in cash
equivalents. A Fund may experience a loss or delay in the recovery of its
securities if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund. If the Adviser determines to
make securities loans, the value of the securities loaned will not exceed
one-third of the value of the total assets of a Fund.

RESTRICTED AND ILLIQUID SECURITIES

The Select Equity Fund, Capital Growth Fund, Small Cap Equity Fund, Growth
and Income Fund and International Equity Fund will each not invest more than
15%, of their total assets in

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<PAGE>

securities that are not registered under the Securities Act of 1933 ("1933 Act")
or are otherwise subject to restrictions on resale ("restricted securities")
including securities offered and sold to "qualified institutional buyers" in
reliance on Rule 144A under the 1933 Act. In addition, no Fund will invest more
than 15% (10% for the Money Market Fund) of its net assets in illiquid
investments, which includes most repurchase agreements maturing in more than
seven days, swap transactions, time deposits with a notice or demand period of
more than seven days, certain over-the-counter option contracts, participation
interests in loans, securities that are not readily marketable and restricted
securities, unless it is determined, based upon a continuing review of the
trading markets for the specific restricted security, that such restricted
security is eligible under Rule 144A and are liquid.

The board of directors of the Company has adopted guidelines and delegated
to the Adviser the daily function of determining and monitoring the liquidity of
restricted securities. The board, however, will retain sufficient oversight and
be ultimately responsible for the determinations. Since it is not possible to
predict with assurance exactly how the market for restricted securities sold and
offered under Rule 144A will develop, the board will carefully monitor each
Fund's investments in these securities, focusing on such important factors,
among others, as valuation, liquidity and availability of information. To the
extent that qualified institutional buyers become for a time uninterested in
purchasing these restricted securities, this investment practice could have the
effect of decreasing the level of liquidity in a Fund. The purchase price and
subsequent valuation of restricted securities normally reflect a discount from
the price at which such securities would trade if they were not restricted,
since the restriction makes them less liquid.

BORROWING

All of the Funds may borrow money but only from banks and only for temporary
or short-term purposes. Temporary or short-term purposes may include: (i)
short-term (I.E., no longer than five business days) credits for clearance of
portfolio transactions; (ii) borrowing in order to meet redemption requests or
to finance failed settlements of portfolio trades without immediately
liquidating portfolio securities or other assets; and (iii) borrowing in order
to fulfill commitments or plans to purchase additional securities pending the
anticipated sale of other portfolio securities or assets in the near future. No
Fund will borrow for leveraging purposes. Each Fund will maintain continuous
asset coverage of at least 300% (as defined in the Act) with respect to all of
its borrowings. Should the value of a Fund's assets decline to below 300% of
borrowings, the Fund may be required to sell portfolio securities within three
days to reduce the Fund's debt and restore 300% asset coverage. Borrowing
involves interest costs. A Fund will not purchase additional securities while
its borrowings exceed 5% of its total assets.

OPTIONS ON SECURITIES AND SECURITIES INDICES

WRITING COVERED OPTIONS. All of the Funds except the Money Market Fund and
Select Equity Fund may write (sell) covered call and put options on any
securities in which they may invest. All call options written by the Funds are
covered, which means that the Fund will own the securities subject to the option
so long as the option is outstanding. All put options written by the Funds are
covered, which means that the Fund would have deposited with its custodian cash,
U.S. Government Securities or other high grade liquid debt securities with a
value at least equal to the exercise price of the put option. Call and put
options written by a Fund will also be considered to be covered to the extent
that the Fund's liabilities under such options are wholly or partially offset by
its rights under call and put options purchased by the Fund. The Funds other
than the Money Market Fund and Select Equity Fund may also write call and put
options on any securities index composed of securities in which they may invest.

PURCHASING OPTIONS. All of the Funds except the Money Market Fund and
Select Equity Fund may purchase put and call options on any securities in which
they may invest or options on any securities index based on securities in which
they may invest.

YIELD CURVE OPTIONS. The Global Income Fund may enter into options,
referred to as "yield curve options," on the yield differential between two
securities.

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RISKS ASSOCIATED WITH OPTIONS TRANSACTIONS. There is no assurance that a
liquid secondary market on a domestic or foreign options exchange will exist for
any particular exchange-traded option or at any particular time. If a Fund is
unable to effect a closing purchase transaction with respect to covered options
it has written, the Fund will not be able to sell the underlying securities or
dispose of assets held in a segregated account until the options expire or are
exercised. Similarly, if a Fund is unable to effect a closing sale transaction
with respect to options it has purchased, it would have to exercise the options
in order to realize any profit and will incur transaction costs upon the
purchase or sale of the underlying securities. In a closing purchase or sale
transaction, a Fund acquires a position that offsets and cancels an option
position then held by the Fund.

The Funds (other than the Money Market Fund and Select Equity Fund) may
purchase and sell both options that are traded on United States and foreign
exchanges and options traded over-the-counter with broker-dealers who make
markets in these options. The ability to terminate over-the-counter options is
more limited than with exchange-traded options and may involve the risk that
broker- dealers participating in such transactions will not fulfill their
obligations. Until such time as the staff of the SEC changes its position, the
Funds will treat purchased over-the-counter options and all assets used to cover
written over-the-counter options as illiquid securities. However, for options
written with primary dealers in U.S. Government Securities pursuant to an
agreement requiring a closing purchase transaction at a formula price, the
amount of illiquid securities may be calculated with reference to a formula
approved by the SEC staff.

The writing and purchase of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. The use of options to increase total
return involves the risk of loss if the Adviser is incorrect in its expectations
of fluctuations in securities prices or interest rates. For example, the
successful use of puts for hedging purposes depends in part on the ability of
the Adviser to predict future price fluctuations and the degree of correlation
between the options and securities markets. If the Adviser is incorrect in its
determination of the correlation between the securities indices on which options
are written or purchased and the securities in a Fund's portfolio or, with
respect to yield curve options, of the direction or the extent of the movement
of the yield differential, the investment performance of a Fund will be less
favorable than it would have been in the absence of such option transactions.
The Funds pay brokerage commissions or spreads in connection with their options
transactions. The writing of options could significantly increase a Fund's
portfolio turnover rate.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

To hedge against changes in interest rates, securities prices or currency
exchange rates or to seek to increase total return, the Funds other than the
Money Market Fund and the Select Equity Fund may purchase and sell various kinds
of futures contracts, and purchase and sell call and put options on any futures
contract that it may purchase or sell. The futures contracts may be based on
various securities (such as U.S. Government Securities), securities indices,
foreign currencies and other financial instruments and indices. These Funds may
also enter into closing purchase and sale transactions with respect to any
futures contract and options that each may purchase or sell. To hedge against
changes in securities prices or to seek to increase total return, the Select
Equity Fund may purchase and sell futures contracts on the S&P 500 and purchase
and sell call and put options on such futures contracts. Except with regard to
futures contracts on foreign currencies, a Fund will engage in futures and
related options transactions only for bona fide hedging purposes as defined in
regulations of the Commodity Futures Trading Commission ("CFTC") or to seek to
increase total return to the extent permitted by such regulations.

The Funds may not purchase or sell futures contracts or purchase or sell
related options to seek to increase total return, except for closing purchase or
sale transactions, if immediately thereafter the sum of the amount of initial
margin deposits and premiums paid on a Fund's outstanding positions in futures
and related options entered into for the purpose of seeking to increase total
return would exceed 5% of the market value of the Fund's net assets.
Transactions in futures contracts and options

18
<PAGE>
on futures involve brokerage costs, require margin deposits and, in the case of
contracts and options obligating a Fund to purchase securities or currencies,
require a Fund to segregate liquid high-grade debt securities with a value equal
to the amount of the Fund's obligations.

While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
while a Fund may benefit from the use of futures and options on futures,
unanticipated changes in interest rates, securities prices or currency exchange
rates may result in a poorer overall performance for the Fund than if it had not
entered into any futures contracts or options transactions. The loss incurred by
a Fund in writing options on futures is potentially unlimited and may exceed the
amount of the premium received.

Futures markets are highly volatile and the use of futures contracts may
increase the volatility of a Fund's net asset value. The profitability of a
Fund's trading in futures to increase total return will depend on the ability of
the Adviser to correctly analyze the futures markets. In addition, a relatively
small price movement in a futures contract may result in substantial losses to a
Fund. Further, futures contracts and options on futures may be illiquid, and
exchanges may limit fluctuations in futures contract prices during a single day.

In the event of an imperfect correlation between a futures position and a
portfolio position which is intended to be protected, the desired protection may
not be obtained and a Fund may be exposed to risk of loss. Although the risk of
imperfect correlation may be minimized by investing in contracts whose price
behavior is expected to resemble that of a Fund's underlying securities and the
risk that a Fund will be unable to close out a futures position may be minimized
to the extent that a Fund enters into such transactions on a national exchange
with an active and liquid secondary market, perfect correlation between a Fund's
futures positions and portfolio positions will be impossible to achieve.

A Fund's transactions in futures contracts and options thereon may be
limited by the requirements of the Internal Revenue Code of 1986, as amended
(the "Code") for qualification as a regulated investment company.

FOREIGN TRANSACTIONS

FOREIGN INVESTMENTS. Investments in the securities of companies organized
outside the United States or of companies whose securities are principally
traded outside the United States ("foreign issuers") or investments in
securities denominated or quoted in foreign currency ("non-dollar securities")
may offer potential benefits not available from investments solely in securities
of domestic issuers or dollar denominated securities. The Funds other than the
Money Market Fund and Select Equity Fund may invest in foreign issuers or
non-dollar securities. The Select Equity Fund may invest in foreign issuers.
Such benefits may include the opportunity to invest in foreign issuers that
appear to offer better opportunity for long-term capital appreciation or current
earnings than investments in domestic issuers, the opportunity to invest in
foreign countries with economic policies or business cycles different from those
of the United States and the opportunity to invest in foreign securities markets
that do not necessarily move in a manner parallel to U.S. markets.

Investing in non-dollar securities or in the securities of foreign issuers
involves significant risks that are not typically associated with investing in
U.S. dollar denominated securities or in securities of domestic issuers. Such
investments may be affected by changes in currency exchange rates, changes in
foreign or U.S. laws or restrictions applicable to such investments and in
exchange control regulations (E.G., currency blockage). Some foreign stock
markets may have substantially less volume than, for example, the New York Stock
Exchange and securities of some foreign issuers may be less liquid than
securities of comparable domestic issuers. Commissions and dealer mark-ups on
transactions in foreign investments may be higher than for similar transactions
in the United States. In addition, clearance and settlement procedures may be
different in foreign countries and, in certain markets, on certain occasions,
such procedures have been unable to keep pace with the volume of securities
transactions, thus making it difficult to conduct such transactions.

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<PAGE>

Foreign issuers are not generally subject to uniform accounting, auditing
and financial reporting standards comparable to those applicable to domestic
companies. There may be less publicly available information about a foreign
issuer than about a domestic one. In addition, there is generally less
government regulation of stock exchanges, brokers, and listed and unlisted
issuers in foreign countries than in the United States. Furthermore, with
respect to certain foreign countries, there is a possibility of expropriation or
confiscatory taxation, imposition of withholding taxes on dividend or interest
payments, limitations on the removal of funds or other assets of the Fund, or
political or social instability or diplomatic developments which could affect
investments in those countries.

INVESTMENTS IN ADRS, EDRS AND GDRS. Many securities of foreign issuers are
represented by ADRs, EDRs and GDRs. The Funds other than the Money Market Fund
may invest in ADRs and, except for the Select Equity Fund, may invest in EDRs
and GDRs as well. ADRs represent the right to receive securities of foreign
issuers deposited in a domestic bank or a foreign correspondent bank. Prices of
ADRs are quoted in U.S. dollars, and ADRs are traded in the United States on
exchanges or over-the-counter and are sponsored and issued by domestic banks. In
general, there is a large, liquid market in the United States for ADRs quoted on
a national securities exchange or the NASD's national market system. The
information available for ADRs is subject to the accounting, auditing and
financial reporting standards of the domestic market or exchange on which they
are traded, which standards are more uniform and more exacting than those to
which many foreign issuers may be subject. EDRs and GDRs are receipts evidencing
an arrangement with a non-U.S. bank similar to that for ADRs and are designed
for use in non-U.S. securities markets. EDRs and GDRs are not necessarily quoted
in the same currency as the underlying security.

Depository receipts do not eliminate all the risk inherent in investing in
the securities of foreign issuers. To the extent that a Fund acquires depository
receipts through banks which do not have a contractual relationship with the
foreign issuer of the security underlying the receipt to issue and service such
Depository receipts, there may be an increased possibility that the Fund would
not become aware of and be able to respond to corporate actions such as stock
splits or rights offerings involving the foreign issuer in a timely manner. The
market value of depository receipts is dependent upon the market value of the
underlying securities and fluctuations in the relative value of the currencies
in which the receipts and the underlying securities are quoted. In addition, the
lack of information may result in inefficiencies in the valuation of such
instruments. However, by investing in Depository receipts rather than directly
in the stock of foreign issuers, a Fund will avoid currency risks during the
settlement period for either purchases or sales.

INVESTMENTS IN EMERGING MARKETS. The Capital Growth Fund, Small Cap Equity
Fund, International Equity Fund and Growth and Income Fund may invest in
securities of issuers located in countries with emerging economies and or
securities markets. These countries are located in the Asia-Pacific region,
Eastern Europe, Central and South America and Africa. Political and economic
structures in many of these countries may be undergoing significant evolution
and rapid development, and such countries may lack the social, political and
economic stability characteristic of more developed countries. Certain of these
countries may have in the past failed to recognize private property rights and
have at times nationalized or expropriated the assets of private companies. As a
result, the risks of foreign investment generally including the risks of
nationalization or expropriation of assets, may be heightened. See "Special
Investment Methods and Risks -- Foreign Securities" above. In addition,
unanticipated political or social developments may affect the values of a Fund's
investments in those countries and the availability to the Fund of additional
investments in those countries.

The small size and inexperience of the securities markets in certain of
these countries and the limited volume of trading in securities in those
countries may also make the Capital Growth Fund, Small Cap Equity Fund,
International Equity Fund, or Growth and Income Fund's investments in such
countries illiquid and more volatile than investments in Japan or most Western
European countries, and these Funds may be required to establish special custody
or other arrangements before

20
<PAGE>

making certain investments in those countries. There may be little financial or
accounting information available with respect to issuers located in certain of
such countries, and it may be difficult as a result to assess the value or
prospects of an investment in such issuers.

A Fund's purchase or sale of portfolio securities in certain emerging
markets may be constrained by limitations as to daily changes in the prices of
listed securities, periodic trading or settlement volume and/or limitations on
aggregate holdings of foreign investors. Such limitations may be computed based
on aggregate trading volume by or holdings of a Fund, the Adviser and its
affiliates and their respective clients and other service providers. A Fund may
not be able to sell securities in circumstances where price, trading or
settlement volume limitations have been reached.

Foreign investment in certain emerging securities markets is restricted or
controlled to varying degrees that may limit investment in such countries or
increase the administrative cost of such investments. For example, certain Asian
countries require government approval prior to investments by foreign persons or
limit investment by foreign persons to a specified percentage of an issuer's
outstanding securities or a specific class of securities which may have less
advantageous terms (including price) than securities of such company available
for purchase by nationals. In addition, certain countries may restrict or
prohibit investment opportunities in issuers or industries important to national
interests. Such restrictions may affect the market price, liquidity and rights
of securities that may be purchased by a Fund.

Currently, there is no market or only a limited market for many management
techniques and instruments with respect to the currencies and securities markets
of emerging market countries. Consequently, there can be no assurance that
suitable instruments for hedging currency and market-related risks will be
available at the times when a Fund wishes to use them.

FOREIGN CURRENCY TRANSACTIONS GENERALLY. Because investment in foreign
issuers will usually involve currencies of foreign countries, and because the
Capital Growth Fund, Small Cap Equity Fund, International Equity Fund, Growth
and Income Fund and Global Income Fund may have currency exposure independent of
their securities positions, the value of the assets of these Funds as measured
in U.S. dollars will be affected by changes in foreign currency exchange rates.

An issuer of securities purchased by a Fund may be domiciled in a country
other than the country in whose currency the instrument is denominated or
quoted. The International Equity and Global Income Funds may also invest in
securities quoted or denominated in the European Currency Unit ("ECU"), which is
a "basket" consisting of specified amounts of the currencies of certain of the
twelve member states of the European Economic Community. The specific amounts of
currencies comprising the ECU may be adjusted by the Council of Ministers of the
European Economic Community from time to time to reflect changes in relative
values of the underlying currencies. In addition, the Fund may invest in
securities quoted or denominated in other currency "baskets."

Currency exchange rates may fluctuate significantly over short periods of
time causing, along with other factors, a Fund's net asset value to fluctuate as
well. They generally are determined by the forces of supply and demand in the
foreign exchange markets and the relative merits of investments in different
countries, actual or anticipated changes in interest rates and other complex
factors, as seen from an international perspective. Currency exchange rates also
can be affected unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency controls or political
developments in the U.S. or abroad. The market in forward foreign currency
exchange contracts, currency swaps and other privately negotiated currency
instruments offers less protection against defaults by the other party to such
instruments than is available for currency instruments traded on an exchange. To
the extent that a substantial portion of a Fund's total assets, adjusted to
reflect the Fund's net position after giving effect to currency transactions, is
denominated or quoted in the currencies of foreign countries, the Fund will be
more susceptible to the risk of adverse economic and political developments
within those countries.

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<PAGE>
In addition to investing in securities denominated or quoted in a foreign
currency, certain of the four Funds listed above may engage in a variety of
foreign currency management techniques. These Funds may hold foreign currency
received in connection with investments in foreign securities when, in the
judgment of the Adviser, it would be beneficial to convert such currency into
U.S. dollars at a later date, based on anticipated changes in the relevant
exchange rate. The Funds will incur costs in connection with conversions between
various currencies.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. These Funds may purchase or
sell forward foreign currency exchange contracts for hedging purposes and the
International Equity and Global Income Funds to seek to increase total return as
well when the Adviser anticipates that the foreign currency will appreciate or
depreciate in value, but securities denominated or quoted in that currency do
not present attractive investment opportunities and are not held in the Fund's
portfolio. When purchased or sold for the purpose of increasing total return,
forward foreign currency exchange contracts are considered speculative. In
addition, these four Funds may enter into forward foreign currency exchange
contracts in order to protect against anticipated changes in future foreign
currency exchange rates. The International Equity Fund and Global Income Fund
may engage in cross-hedging by using forward contracts in a currency different
from that in which the hedged security is denominated or quoted if the Adviser
determines that there is a pattern of correlation between the two currencies.

All four of these Funds may enter into contracts to purchase foreign
currencies to protect against an anticipated rise in the U.S. dollar price of
securities it intends to purchase. They may enter into contracts to sell foreign
currencies to protect against the decline in value of its foreign currency
denominated or quoted portfolio securities, or a decline in the value of
anticipated dividends from such securities, due to a decline in the value of
foreign currencies against the U.S. dollar. Contracts to sell foreign currency
could limit any potential gain which might be realized by a Fund if the value of
the hedged currency increased.

If a Fund enters into a forward foreign currency exchange contract to sell
foreign currency to increase total return or to buy foreign currency for any
purpose, the Fund will be required to place cash or liquid high grade debt
securities in a segregated account with the Fund's custodian in an amount equal
to the value of the Fund's total assets committed to the consummation of the
forward contract. If the value of the securities placed in the segregated
account declines, additional cash or securities will be placed in the segregated
account so that the value of the account will equal the amount of the Fund's
commitment with respect to the contract.

Forward contracts are subject to the risk that the counterparty to such
contract will default on its obligations. Since a forward foreign currency
exchange contract is not guaranteed by an exchange or clearinghouse, a default
on the contract would deprive a Fund of unrealized profits, transaction costs or
the benefits of a currency hedge or force the Fund to cover its purchase or sale
commitments, if any, at the current market price. A Fund will not enter into
such transactions unless the credit quality of the unsecured senior debt or the
claims-paying ability of the counterparty is considered to be investment grade
by the Adviser.

OPTIONS ON FOREIGN CURRENCIES. The Capital Growth Fund, Small Cap Equity
Fund, International Equity Fund, Growth and Income Fund and Global Income Fund
may purchase and sell (write) put and call options on foreign currencies for the
purpose of protecting against declines in the U.S. dollar value of foreign
portfolio securities and anticipated dividends on such securities and against
increases in the U.S. dollar cost of foreign securities to be acquired. The
International Equity and Global Income Funds may use options on currency to
cross-hedge, which involves writing or purchasing options on one currency to
hedge against changes in exchange rates for a different currency, if there is a
pattern of correlation between the two currencies. As with other kinds of option
transactions, however, the writing of an option on foreign currency will
constitute only a partial hedge, up to the amount of the premium received. A
Fund could be required to purchase or sell foreign currencies at disadvantageous

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<PAGE>
exchange rates, thereby incurring losses. The purchase of an option on foreign
currency may constitute an effective hedge against exchange rate fluctuations;
however, in the event of exchange rate movements adverse to a Fund's position,
the Fund may forfeit the entire amount of the premium plus related transaction
costs. In addition, the International Equity and Global Income Funds may
purchase call or put options on currency to seek to increase total return when
the Adviser anticipates that the currency will appreciate or depreciate in
value, but the securities quoted or denominated in that currency do not present
attractive investment opportunities and are not held in the Fund's portfolio.
When purchased or sold to increase total return, options on currencies are
considered speculative. Options on foreign currencies to be written or purchased
by these Funds will be traded on U.S. and foreign exchanges or over-the-counter.
See "Options on Securities and Securities Indices" above for a discussion of the
liquidity risks associated with options transactions.

INTEREST RATE SWAPS, CURRENCY SWAPS AND INTEREST RATE CAPS, FLOORS AND
COLLARS. The Global Income Fund may enter into interest rate and currency swaps
for both hedging purposes and to seek to increase total return. The
International Equity Fund may enter into currency swaps for these purposes. The
Global Income Fund also may enter into special interest rate swap arrangements
such as caps, floors and collars for both hedging purposes and to seek to
increase total return. The Global Income Fund will typically use interest rate
swaps to shorten the effective duration of its portfolio. Interest rate swaps
involve the exchange by the Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of fixed rate
payments for floating rate payments. Currency swaps involve the exchange of
their respective rights to make or receive payments in specified currencies. The
purchase of an interest rate cap entitles the purchaser to receive from the
seller of the cap payments of interest on a notional amount equal to the amount
by which a specified index exceeds a stated interest rate. The purchase of an
interest rate floor entitles the purchaser to receive from the seller of the
floor payments of interest on a notional amount equal to the amount by which a
specified index falls below a stated interest rate. An interest rate collar is
the combination of a cap and a floor that preserves a certain return within a
stated range of interest rates. Since interest rate swaps, currency swaps and
interest rate caps, floors and collars are individually negotiated, these Funds
expect to achieve an acceptable degree of correlation between their portfolio
investments and their interest rate or currency swap positions entered into for
hedging purposes.

The Global Income Fund will only enter into interest rate swaps on a net
basis, which means that the two payment streams are netted out, with the Fund
receiving or paying, as the case may be, only the net amount of the two
payments. Interest rate swaps do not involve the delivery of securities, other
underlying assets or principal. Accordingly, the risk of loss with respect to
interest rate swaps is limited to the net amount of interest payments that the
Fund is contractually obligated to make. If the other party to an interest rate
swap defaults, the Fund's risk of loss consists of the net amount of interest
payments that the Fund is contractually entitled to receive. In contrast,
currency swaps usually involve the delivery of the entire principal value of one
designated currency in exchange for the other designated currency. Therefore,
the entire principal value of a currency swap is subject to the risk that the
other party to the swap will default on its contractual delivery obligations.
The Company will maintain in a segregated account with its custodian cash and
liquid high-grade debt securities equal to the net amount, if any, of the excess
of each Fund's obligations over its entitlements with respect to swap
transactions. To the extent that the net amount of a swap is held in a
segregated account consisting of cash and high-grade liquid debt securities, the
Company believes that swaps do not constitute senior securities under the Act
and, accordingly, will not treat them as being subject to each Fund's borrowing
restriction.

Neither Fund will enter into swap transactions unless the unsecured
commercial paper, senior debt or claims paying ability of the other party is
rated AA or A-1 by Standard & Poor's or Aa or P-1 or better by Moody's or, if
unrated by such organizations, determined by the Adviser to be of comparable
quality.

The use of interest rate and currency swaps is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities

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transactions. If the Adviser is incorrect in its forecasts of market values,
interest rates and currency exchange rates, the investment performance of the
International Equity or Global Income Fund would be less favorable than it would
have been if this investment technique were not used.

SHORT SALES AGAINST-THE-BOX

The Capital Growth Fund, Small Cap Equity Fund, International Equity Fund
and Growth and Income Fund may make short sales of securities or maintain short
positions in securities, provided that the Fund owns an equal amount of the
shorted securities (or of securities convertible into or exchangeable for --
without payment of additional consideration -- an equal amount of the securities
of the same issuer) (a short sale against-the-box). Not more than 25% of a
Fund's net assets (at the time of the short sale) may be subject to short sales.
These Funds make short sales primarily to defer realization of gain or loss for
federal tax purposes; a gain or loss in a Fund's long position will be offset by
a loss or gain in its short position.

OTHER INVESTMENT COMPANIES

All of the Funds reserve the right to invest up to 10% of their total
assets, calculated at the time of purchase, in the securities of other
investment companies including business development companies and small business
investment companies. No Fund may invest more than 5% of its total assets in the
securities of any one investment company or in more than 3% of the voting
securities of any other investment company. Pursuant to an exemptive order
obtained from the SEC, other investment companies in which a Fund may invest may
include money markets funds for which its Adviser or its Adviser's affiliates
serve as the investment adviser. A Fund will indirectly bear its proportionate
share of any management fees paid by investment companies in which it invests in
addition to the advisory fees paid by the Fund. However, to the extent that a
Fund invests in a money market fund for which its Adviser or any of its
Adviser's affiliates acts as adviser, the management fees payable by the Fund to
the Investment Manager will be reduced by an amount equal to the Fund's
proportionate share of the advisory and administration fees paid by such money
market fund to the Adviser or any of its affiliates.

NON-DIVERSIFIED STATUS

Since the Small Cap Equity Fund, International Equity Fund and Global Income
Fund are not "diversified" as defined by the Act, each will be more susceptible
to adverse developments affecting any single issuer. Nonetheless, these
"non-diversified" Funds are still subject to the diversification requirements
that arise under federal tax law and the 25% limit on concentration of
investments in a single industry. See "Taxes" and "Investment Restrictions."

RISKS OF INVESTING IN SMALL CAPITALIZATION COMPANIES

Investing in securities of smaller, lesser-known companies involves greater
risks than investing in larger, more mature, better known issuers, including an
increased possibility of portfolio price volatility. Historically, small
capitalization stocks and stocks of recently organized companies, in which
certain of the Funds may also invest, have been more volatile in price than the
larger capitalization stocks included in the S&P 500. Among the reasons for the
greater price volatility of these small company stocks are the less certain
growth prospects of smaller firms, the lower degree of liquidity in the markets
for such stocks and the greater sensitivity of small companies to changing
economic conditions.

WARRANTS AND RIGHTS

The Select Equity Fund, Capital Growth Fund, Small Cap Equity Fund,
International Equity Fund and Growth and Income Fund each may invest up to 5% of
their total assets (calculated at the time of purchase) in certain warrants or
rights that entitle the holder to buy equity securities at a specific price for
a specific period of time.

UNSEASONED ISSUERS

The Select Equity Fund, Capital Growth Fund, Small Cap Equity Fund,
International Equity Fund and Growth and Income Fund each may invest up to 5% of
their assets, calculated at the time of

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purchase, in the securities (excluding investment grade debt securities) of
companies (including predecessors) which have operated less than three years.
The securities of such companies may have limited liquidity which can result in
their being priced higher or lower than might otherwise be the case. In
addition, investments in unseasoned companies are more speculative and entail
greater risk than do investments in companies with an established operating
record.

INVESTMENT RESTRICTIONS

Each of the Funds is also subject to certain investment restrictions which
have been adopted by the Company for each Fund as fundamental policies that
cannot be changed without the approval of a majority of the outstanding votes
attributable to shares of the Fund. Among other restrictions, as diversified
funds, the Money Market Fund, Select Equity Fund, Capital Growth Fund, and
Growth and Income Fund each may not, with respect to 75% of its total assets,
purchase the securities of any one issuer (except U.S. Government Securities) if
more than 5% of the value of the Fund's assets would be invested in such issuer.
Similarly, none of the Funds may invest more than 25% of its total assets in
securities of issuers in any one industry, except that this limitation does not
apply to U.S. Government Securities or foreign currency investments. For a more
complete description of the investment restrictions to which each Fund is
subject, see the SAI.

PORTFOLIO TURNOVER

Other than the Global Income Fund, the Funds do not expect to trade in
securities for short-term gain. The Global Income Fund may engage in active
short-term trading to benefit from yield disparities among different issues of
securities or among the markets for fixed-income securities of different
countries, to seek short-term profits during periods of fluctuating interest
rates, or for other reasons. Such trading will increase the Global Income Fund's
portfolio turnover rate. Notwithstanding the foregoing, the Adviser may, from
time to time, make short-term investments when it believes that such investments
will benefit a Fund. A high rate of portfolio turnover (100% or higher) involves
correspondingly greater expenses which must be borne by a Fund and its
shareholders and may under certain circumstances make it more difficult for a
Fund to qualify as a regulated investment company under the Code.

The portfolio turnover rate is calculated by dividing the lesser of the
dollar amount of sales or purchases of portfolio securities by the average
monthly value of the Fund's portfolio securities, excluding securities having a
maturity at the date of purchase of one year or less. For the fiscal period
ended December 31, 1994, the Funds had the following portfolio turnover rates:
Select Equity Fund 56%, Small Cap Equity Fund 17%, International Equity Fund
33%, Growth and Income Fund 36%, and Global Income Fund 210%. The Company
anticipates that the Capital Growth Fund will have an annual portfolio turnover
rate of approximately 100%.

MANAGEMENT

DIRECTORS AND OFFICERS

The Company's board of directors is responsible for deciding matters of
general policy and reviewing the actions of the Investment Manager and the
Advisers, the custodian, accounting and administrative services provider and
other providers of services to the Company. The officers of the Company
supervise its daily business operations. The SAI contains information as to the
identify of, and other information about, the directors and officers of the
Company.

INVESTMENT MANAGER

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Protective Life Insurance Company, a stock life insurance company which
maintains its administrative offices in Birmingham, Alabama. Protective Life was
incorporated in Alabama in 1907 and changed its state of domicile from Alabama
to Tennessee in 1992. Protective Life's principal business is the writing of
individual and group life and health insurance contracts, annuity contracts, and
guaranteed investment contracts.

The Investment Manager has no direct previous experience in providing
management services for investment companies; however, its officers, all of whom
are officers of Protective Life, have extensive experience in the development
and distribution of investment products, particularly, guaranteed investment
contracts. In addition, the Investment Manager has retained the Advisers,
entities that have extensive experience managing the assets of investment
companies, pension plans and other clients, to manage the investment and
reinvestment of the Funds' assets.

The Investment Manager has entered into an investment management agreement,
dated March 3, 1994, with the Company under which the Investment Manager assumes
overall responsibility, subject to the supervision of the Company's board of
directors, for administering all operations of the Company and for monitoring
and evaluating the management of the assets of each of the Funds by the Advisers
on an ongoing basis. The Investment Manager provides or arranges for the
provision of the overall business management and administrative services
necessary for the Company's operations and furnishes or procures any other
services and information necessary for the proper conduct of the Company's
business. The Investment Manager also acts as liaison among, and supervisor of,
the various service providers to the Company, including the custodian, transfer
agent, and accounting services agent and to its own administration agent that
performs services for the Company on its behalf. The Investment Manager is also
responsible for overseeing the Company's compliance with the requirements of
applicable law and with each Fund's investment objective(s), policies and
restrictions, including oversight of the Advisers.

For its services to the Company, the Investment Manager receives a monthly
management fee. The fee is deducted daily from the assets of each of the Funds
and paid to the Investment Manager monthly. The fee for each Fund is based on
the average daily net assets of the Fund at the following annual rates: Money
Market Fund .60%, Select Equity Fund .80%, Capital Growth Fund .80%, Small Cap
Equity Fund .80%, International Equity Fund 1.10%, Growth and Income Fund .80%,
and Global Income Fund 1.10%. See "Investment Manager" in the SAI for more
detailed information about the investment management agreement.

The investment management agreement does not place limits on the operating
expenses of the Company or of any Fund. However, Protective Life has voluntarily
undertaken to pay any such expenses (but not including brokerage or other
portfolio transaction expenses or expenses of litigation, indemnification, taxes
or other extraordinary expenses) to the extent that such expenses, as accrued
for each Fund, exceed the following percentages of that Fund's estimated average
daily net assets on an annualized basis: Money Market Fund, .60%; Select Equity
Fund, .80%; Capital Growth Fund, .80%; Small Cap Equity Fund, .80%;
International Equity Fund, 1.10%; Growth and Income Fund, .80%; and Global
Income Fund, 1.10%. This reduction of expenses will increase the yield or total
return of the Funds for any period for which it remains in effect. The
Protective Life may withdraw this undertaking to pay expenses as to any or all
of the Funds upon 120 days notice to the Company.

INVESTMENT ADVISERS

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The Advisers and their affiliates serve a wide range of clients including
private and public pension funds, endowments, foundations, banks, thrifts,
insurance companies, corporations, and private investors and family groups.

Founded in 1869, Goldman Sachs is among the oldest and largest investment
banking firms in the U.S. Goldman Sachs is a leader in virtually every field of
investing and financing, participating in financial markets world-wide and
serving individuals, institutions, corporations and governments. Goldman Sachs
is headquartered in New York and has offices throughout the U.S. and in Beijing
Frankfurt, George Town, Hong Kong, London, Madrid, Milan, Montreal, Osaka,
Paris, Seoul, Shanghai, Singapore, Sydney, Taipei, Tokyo, Toronto, Vancouver and
Zurich.

GSAMI was organized in 1990. As a company with unlimited liability under the
laws of England, it is authorized to conduct investment advisory business in the
United Kingdom as a member of the Investment Management Regulatory Organisation
Limited, a U.K. self-regulatory organization.

In performing its investment advisory services each Adviser, while remaining
responsible for advising the Funds, may rely upon the asset management division
of Goldman Sachs Asia, Ltd. (its Hong Kong affiliate) and Goldman Sachs Asset
Management Japan, Limited. Each is also able to draw upon the research and
expertise of its other affiliate offices for portfolio decisions and management
with respect to certain securities.

PORTFOLIO MANAGERS. The following individuals are the portfolio managers
for the Funds:

SELECT EQUITY FUND, Robert C. Jones, Quantitative Equity Strategies
Manager/Portfolio Manager, Vice President, Goldman Sachs. Mr. Jones has 13
years of investment experience in developing and implementing GSAM's
quantitative equity management services. Most recently, Mr. Jones was the
firm's senior quantitative analyst in the research department and the author
of the monthly stock selection publication.

CAPITAL GROWTH FUND, James S. McClure, Senior Portfolio Manager, Goldman
Sachs. Mr. McClure joined GSAM in 1989. Prior to that time he served as
chief investment officer at National Securities and Research Corporation and
Oppenheimer Management.

SMALL CAP EQUITY FUND, Paul D. Farrell, Senior Portfolio Manager, Vice
President, Goldman Sachs. Mr. Farrell is responsible for analyzing
individual companies and managing equity portfolios for private investors
and institutions, as well as mutual funds. Prior to joining GSAM, Mr.
Farrell served as a managing Director at Plaza Investments, the investment
subsidiary of GEICO Corp., a major insurance company.

INTERNATIONAL EQUITY FUND, Roderick D. Jack, Executive Director, Equity
Portfolio Manager, GSAMI; Marcel Jongen, Executive Director, Equity
Portfolio Manager, GSAMI; and Warwick Negus, Equity Portfolio Manager,
GSAMI; Shogo Maeda, Vice President, Equity Portfolio Manager, Goldman Sachs
Asset Management Japan Limited. Before joining GSAMI in 1992, Mr. Jack spent
five years with the advisory and financing group for S.G. Warburg in London.
Before joining GSAMI in 1992, Mr. Jongen was with Philips pension fund in
Eindhaven where he was head of equities. Mr. Maeda spent most of the last 13
years at Nomura Securities, Inc. and a period at Manufacturers Hanover Bank
in New York. Warwick Negus is based in Hong Kong and joined GSAMI in 1994
after 7 years as Vice President of Bankers Trust Australia, Ltd. where he
was head of their Southeast Asian Equity Group.

GROWTH AND INCOME FUND, Mitchell E. Cantor, Vice President, Equity
Portfolio Manager, Goldman Sachs; and Ronald E. Gutfleish, Vice President,
Equity Portfolio Manager, Goldman Sachs. Mr. Cantor joined Goldman Sachs in
1991. Before joining Goldman Sachs, he was with Sanford C. Bernstein & Co.
since 1983 where he served as research director of the Institutional
Division and as the management research director. Mr. Gutfleish joined GSAM
in 1993. Prior to 1993, he was a principal of Sanford C. Bernstein & Co., in
its Investment Management Research Department.

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<PAGE>

GLOBAL INCOME FUND, Stephen C. Fitzgerald, Executive Director, Global
Bond Portfolio Manager, GSAMI. Before joining GSAMI in 1992, Mr. Fitzgerald
spent two years managing multi-currency fixed-income and balanced portfolios
at Invesco MIM Limited where he was a senior member of the derivative
products group. Prior to his employment at Invesco, Mr. Fitzgerald spent
three years with Foreign and Colonial Management Limited in London managing
fixed-income and derivative funds and in the treasury department of NRMA
Insurance Limited in Sydney.

INVESTMENT ADVISORY AGREEMENTS. Each Adviser has entered into an investment
advisory agreement for each Fund it advises, dated March 2, 1994, with the
Investment Manager under which the Adviser, subject to the general supervision
of the Investment Manager and the Company's board of directors, manages the
investment portfolio of the Funds of which it is the Adviser. Under the
investment advisory agreements, the Advisers are responsible for making
investment decisions for the Funds and for placing the purchase and sale orders
for the portfolio transactions of each Fund. In this capacity, the Advisers
obtain and evaluate appropriate economic, statistical, timing, and financial
information and formulate and implement investment programs in furtherance of
each Fund's investment objective(s). The Advisers may place orders for portfolio
transactions with any broker including, to the extent and in the manner
permitted by applicable law, Goldman Sachs or its affiliates.

As compensation for its services, the Advisers receive a monthly fee from
the Investment Manager based on the average daily net assets of each Fund at the
following annual rates:

Money Market Fund .35% of the first $50 million, .25% of the next $100
million, .20% of the next $100 million, and .15% of assets in excess of $250
million; Select Equity Fund, Capital Growth Fund, Small Cap Equity Fund, and
Growth and Income Fund, .40% of the first $50 million, .30% of the next $150
million, and .20% of assets in excess of $200 million; International Equity
Fund and Global Income Fund, .40% of the first $50 million, .30% of the next
$100 million, .25% of the next $100 million, and .20% of the assets in
excess of $250 million.

See the SAI for more detailed information about the investment advisory
agreement.

ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER ACCOUNTS MANAGED BY
GOLDMAN SACHS. The involvement of the Adviser and Goldman Sachs and their
affiliates in the management of, or their interests in, other accounts and other
activities of Goldman Sachs may present conflicts of interest with respect to
the Funds or limit their investment activities. Goldman Sachs and its affiliates
engage in proprietary trading and advise accounts and funds that have investment
objectives similar to those of the Funds and/or which engage in and compete for
transactions in the same types of securities, currencies and instruments as the
Funds. Goldman Sachs and its affiliates do not have any obligation to make
available any information regarding their proprietary activities or strategies,
or the activities or strategies used for other accounts managed by them for the
benefit of the management of the Funds and in general it is not anticipated that
the Advisers will have access to proprietary information for the purpose of
managing the Funds. The results of a Fund's investment activities, therefore,
may differ from those of Goldman Sachs and its affiliates and it is possible
that a Fund could sustain losses during periods in which Goldman Sachs and its
affiliates and other accounts and funds achieve significant profits on their
trading for proprietary accounts. From time to time, a Fund's activities may be
limited because of regulatory restrictions applicable to Goldman Sachs and its
affiliates, and/or their internal policies designed to comply with such
restrictions. See "Management Activities of Goldman Sachs and its Affiliates and
Other Accounts Managed by Goldman Sachs" in the SAI.

PERFORMANCE INFORMATION

From time to time the Company may publish average annual total return
figures for one or more of the Funds in advertisements and communications to
shareholders or sales literature. Average annual total return is determined by
computing the annual percentage change in value of $1,000

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<PAGE>
invested for specified periods ending with the most recent calendar quarter,
assuming reinvestment of all dividends and distributions at net asset value. The
average annual total return calculation assumes a complete redemption of the
investment at the end of the relevant period.

The Company also may from time to time publish year-by-year total return,
cumulative total return and yield information for the Funds in advertisements,
communications to shareholders or sales literature. These may be provided for
various specified periods by means of quotations, charts, graphs or schedules.
Year-by-year total return and cumulative total return for a specified period are
each derived by calculating the percentage rate required to make a $1,000
investment in a Fund (assuming all distributions are reinvested) at the
beginning of such period equal to the actual total value of such investment at
the end of such period.

Yield is computed by dividing net investment income earned during a recent
30 day period by the product of the average daily number shares outstanding and
entitled to receive dividends during the period and the price per share on the
last day of the relevant period. The results are compounded on a bond equivalent
(semi-annual) basis and then annualized. Net investment income per share is
equal to the dividends and interest earned during the period, reduced by accrued
expenses for the period. The calculation of net investment income for these
purposes may differ from the net investment income determined for accounting
purposes.

In addition, the Company may from time to time publish performance of its
Funds relative to certain performance rankings and indices.

The investment results of the Funds will fluctuate over time and any
presentation of investment results for any prior period should not be considered
a representation of what an investment may earn or what a Fund's performance may
be in any future period. In addition to information provided in shareholder
reports, the Company may, in it's discretion, from time to time make a list of
the Fund's holdings available to investors upon request.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each Fund is normally determined once daily
as of the close of regular trading on the New York Stock Exchange, currently
4:00 p.m. New York time, on each day when the New York Stock Exchange is open,
except as noted below. The New York Stock Exchange is scheduled to be open
Monday through Friday throughout the year, except for certain federal and other
holidays. The net asset value of each Fund is determined by dividing the value
of the Fund's securities, cash, and other assets (including accrued but
uncollected interest and dividends), less all liabilities (including accrued
expenses but excluding capital and surplus) by the number of shares of the Fund
outstanding.

The value of each Fund's securities and assets, except those of the Money
Market Fund and certain short-term debt securities held by any of the other
Funds, is determined on the basis of their market values. All of the securities
and assets of the Money Market Fund and short-term debt securities having
remaining maturities of sixty days or less held by any of the other Funds are
valued by the amortized cost method, which approximates market value.
Investments for which market quotations are not readily available are valued at
their fair value as determined in good faith by, or under authority delegated
by, the Company's board of directors. See "Determination of Net Asset Value" in
the SAI.

OFFERING, PURCHASE AND REDEMPTION OF SHARES

Pursuant to a distribution agreement, Investment Distributors, Inc. ("IDI")
acts without remuneration as the Company's distributor in the distribution of
the shares of each Fund. IDI is a wholly-owned subsidiary of PLC and has no
obligation to sell any stated number of shares. IDI's address is the same as
that of Protective Life and PLC.

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<PAGE>
Shares of the Funds are sold in a continuous offering and are authorized to
be offered to the Account to support the Contracts. Net purchase payments under
the Contracts are placed in one or more subaccounts of the Account and the
assets of each such subaccount are invested in the shares of the Fund
corresponding to that subaccount. The Account purchases and redeems shares of
the Funds for its subaccounts at net asset value without sales or redemption
charges.

For each day on which a Fund's net asset value is calculated, the Account
transmits to the Company any orders to purchase or redeem shares of the Fund(s)
based on the purchase payments, redemption (surrender) requests, and transfer
requests from Contract owners, annuitants and beneficiaries that have been
processed on that day. The Account purchases and redeems shares of each Fund at
the Fund's net asset value per share calculated as of that same day although
such purchases and redemptions may be executed the next morning. Money received
by the Company from the Account for the purchase of shares of International
Equity Fund and Global Income Fund may not be invested by those Funds until the
day following the execution of such purchases.

Please refer to the separate prospectus for the Contract and the Account for
a more detailed description of the procedures whereby a Contract owner,
annuitant, or beneficiary may allocate his or her interest in the Account to a
subaccount using the shares of one of the Funds as an underlying investment
medium.

In the future, the Company may offer shares of one or more of the Funds
(including new funds that might be added to the Company) to other registered or
unregistered separate accounts of Protective Life or its life insurance company
affiliates to support variable annuity contracts (other than the Contracts) or
variable life insurance contracts. Likewise, the Company may also, in the
future, offer shares of one or more of the Funds directly to qualified pension
and retirement plans.

In the event that shares of any Fund are offered to a separate account
supporting variable life insurance or to qualified pension and retirement plans,
a potential for certain conflicts may exist between the interests of variable
annuity contract owners, variable life insurance contract owners and plan
participants. The Company currently does not foresee any disadvantage to owners
of the Contracts arising from the fact that shares of any Fund might be held by
such entities. In such an event, the Company's board of directors, however, will
monitor the Funds in order to identify any material irreconcilable conflicts of
interest which may possibly arise, and to determine what action, if any, should
be taken in response to such conflicts.

INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Money Market Fund intends to declare dividends from its net investment
income every day. The Fund will distribute such dividends monthly by reinvesting
them in additional Fund shares at net asset value.

The Global Income Fund intends to distribute substantially all of its net
investment income in monthly dividends. The Select Equity Fund, International
Equity Fund and Small Cap Equity Fund each intend to distribute substantially
all of their net investment income annually and the Growth and Income Fund
intends to distribute such income quarterly. Each Fund also intends to annually
distribute substantially all of its net realized capital gains. All income
dividends and capital gain distributions made by a Fund will be reinvested in
shares of that Fund at that Fund's net asset value.

TAXES

TAX STATUS. The Company believes that each Fund will qualify as a regulated
investment company under Subchapter M, Chapter 1, Subtitle A of the Code, and
each Fund intends to distribute substantially all of its net investment income
and net capital gain to its shareholders. As a result, under the provisions of
subchapter M, there should be little or no income or gains taxable to the Funds.
In addition, each Fund intends to comply with certain other distribution rules
specified in the Code so that it will not incur a 4% nondeductible federal
excise tax that otherwise would apply. Under

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<PAGE>
current law, the net investment income of the Funds, including net capital gain,
is not taxed to Protective Life to the extent that it is applied to increase the
reserves held by Protective Life in respect of the Contracts.

SOURCES OF GROSS INCOME. To qualify for treatment as a regulated investment
company, a Fund must, among other things, derive its income from certain
sources. Specifically, in each taxable year, a Fund must generally derive at
least 90% of its gross income from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stock, securities
or foreign currencies, or other income (including, but not limited to, gains
from options, futures or forward contracts) derived with respect to its business
of investing in stock, securities, or currencies. A Fund must also generally
derive less than 30% of its gross income from the sale or other disposition of
any of the following which was held for less than three months: (1) stock or
securities, (2) options, futures, or forward contracts (other than options,
futures, or forward contracts on foreign currencies), or (3) foreign currencies
(or options, futures, or forward contracts on foreign currencies) but only if
such currencies (or options, futures, or forward contracts) are not directly
related to the Fund's principal business of investing in stock or securities (or
options and futures with respect to stock or securities). For purposes of these
tests, gross income generally is determined without regard to losses from the
sale or other disposition of stock or securities or other Fund assets.

DIVERSIFICATION OF ASSETS. To qualify for treatment as a regulated
investment company, a Fund must also satisfy certain requirements with respect
to the diversification of its assets. A Fund must have, at the close of each
quarter of the taxable year, at least 50% of the value of its total assets
represented by cash, cash items, United States Government securities, securities
of other regulated investment companies, and other securities which, in respect
of any one issuer, do not represent more than 5% of the value of the assets of
the Fund nor more than 10% of the voting securities of that issuer. In addition,
at those times not more than 25% of the value of the Fund's assets may be
invested in securities (other than United States Government securities or the
securities of other regulated investment companies) of any one issuer, or of two
or more issuers which the Fund controls and which are engaged in the same or
similar trades or businesses or related trades or businesses. The foregoing
diversification requirements are in addition to those imposed by the Investment
Company Act of 1940.

Because the Company is established as an investment medium for the Account,
which is a separate account of Protective Life, regulations under Subchapter L,
Chapter 1, Subtitle A of the Code impose additional diversification requirements
on each Fund. These requirements generally are that no more than 55% of the
value of the assets of a Fund may be represented by any one investment; no more
than 70% by any two investments; no more than 80% by any three investments; and
no more than 90% by any four investments. For these purposes, all securities of
the same issuer are treated as a single investment and each United States
government agency or instrumentality is treated as a separate issuer.

FOREIGN INVESTMENTS. Funds investing in foreign securities or currencies
may be required to pay withholding or other taxes to foreign governments.
Foreign tax withholding from dividends and interest, if any, is generally at a
rate between 10% and 35%. The investment yield of the Funds that invest in
foreign securities or currencies will be reduced by these foreign taxes.
Shareholders will bear the cost of any foreign tax withholding, but may not be
able to claim a foreign tax credit or deduction for these foreign taxes. Funds
investing in securities of passive foreign investment companies may be subject
to U.S. Federal income taxes and interest charges, and the investment yield of
the Funds making such investments will be reduced by these taxes and interest
charges. Shareholders will bear the cost of these taxes and interest charges,
but will not be able to claim a deduction for these amounts.

ADDITIONAL TAX CONSIDERATIONS. If a Fund failed to qualify as a regulated
investment company, (1) owners of Contracts based on the Fund might be taxed
currently on the investment earnings under their Contracts and thereby lose the
benefit of tax deferral, and (2) the Fund might incur additional taxes. In
addition, if a Fund failed to comply with the diversification requirements of
the regulations

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under Subchapter L of the Code, owners of Contracts based on the Fund would be
taxed on the investment earnings under their Contracts and thereby lose the
benefit of tax deferral. Accordingly, compliance with the above rules is
carefully monitored by the Advisers and it is intended that the Funds will
comply with these rules as they exist or as they may be modified from time to
time. Compliance with the tax requirements described above may result in a
reduction in the return under a Fund, since, to comply with the above rules, the
investments utilized (and the time at which such investments are entered into
and closed out) may be different from that the Adviser might otherwise believe
to be desirable.

The shareholders of the Funds are currently limited to the Account and
Protective Life. For more information regarding the tax implications for the
purchaser of a Contract who allocates investments to the Funds, please refer to
the prospectus for the Contract.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury Regulations currently in effect. It is not
intended to be a complete explanation or a substitute for consultation with
individual tax advisers. For the complete provisions, reference should be made
to the pertinent Code sections and the Treasury Regulations promulgated
thereunder. The Code and Regulations are subject to change.

OTHER INFORMATION

REPORTS

Annual Reports containing audited financial statements of the Company and
Semi-Annual Reports containing unaudited financial statements, as well as proxy
materials, are sent to Contract owners, annuitants or beneficiaries, as
appropriate. Inquiries may be directed to the Company at the telephone number or
address set forth on the cover page of this prospectus.

VOTING AND OTHER RIGHTS

Each share outstanding is entitled to one vote for each dollar of net asset
value on all matters submitted to a vote of shareholders (of a Fund or the
Company) and is entitled to a pro-rata share of any distributions made by a Fund
and, in the event of liquidation, of its net assets remaining after satisfaction
of outstanding liabilities. Each share (of each Fund), when-issued, is
nonassessable and has no preemptive or conversion rights. The shares have
noncumulative voting rights. Protective Life will vote shares of a Fund held by
the Account which are attributable to Contracts in accordance with instructions
received from Contract owners, annuitants and beneficiaries as provided in the
prospectus for the Contracts. Fund shares held by the Account as to which no
instructions have been received will be voted for or against any proposition, or
in abstention, in the same proportion as the shares of the Account as to which
instructions have been received. Fund shares held by any registered separate
account of Protective Life or its affiliates that are not attributable to
Contracts will also be voted for or against any proposition in the same
proportion as the shares for which voting instructions are received by that
separate account. However, if Protective Life determines that it is permitted to
vote any such shares of a Fund in its own right, it may elect to do so, subject
to the then current interpretation of the Act and the rules thereunder. Fund
shares held by non-registered separate accounts or qualified plans will be voted
for or against any proposition in the same proportion as all other Fund shares
are voted unless the separate account or the plan makes other arrangements.

As a Maryland corporate entity, the Company is not required to hold regular
annual shareholder meetings. The Company is, however, required to hold
shareholder meetings for such proposes as, for example: (i) approving certain
agreements as required by the Act; (ii) changing fundamental investment
objectives, policies and restrictions of any Fund; and (iii) filling vacancies
on the board of directors in the event that less than a majority of the
directors were elected by shareholders. Directors may also be removed by
shareholders by a vote of two-thirds of the outstanding votes attributable to
shares at a meeting called at the request of holders of 10% or more of such
votes. The Company has the obligation to assist in shareholder communications.

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<PAGE>
Protective Life owns more than 25% of the outstanding shares of each Fund
which may result in it being deemed a controlling person of each of these Funds,
as that term is defined in the Act.

CUSTODY OF ASSETS

Pursuant to a custody agreement with the Company, State Street Bank and
Trust Company ("State Street") serves as the custodian of the Funds' assets.

ACCOUNTING AND ADMINISTRATIVE SERVICES

Pursuant to the custody agreement, State Street also performs certain
accounting services for the Company. These services include maintaining and
keeping current the Company's books, accounts, records, journals and other
records of original entry related to the Company's business, performing certain
daily functions related thereto, including calculating each Fund's daily net
asset value. IDASI is responsible for providing certain administrative services
to the Company such as calculating each Fund's standardized performance
information, preparing annual and semi-annual reports to shareholders and the
SEC, preparing each Fund's tax returns, monitoring compliance and performing
other administrative duties. Pursuant to a subadministration agreement with
IDASI, State Street performs many of these administrative services.

TRANSFER AGENT

Pursuant to a Transfer Agency and Service Agreement with the Company, State
Street also acts as a transfer, redemption and dividend disbursing agent for the
Company.

33
<PAGE>
PART B
INFORMATION REQUIRED TO BE IN THE
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

PROTECTIVE INVESTMENT COMPANY

PROTECTIVE MONEY MARKET FUND
PROTECTIVE SELECT EQUITY FUND
PROTECTIVE CAPITAL GROWTH FUND
PROTECTIVE SMALL CAP EQUITY FUND
PROTECTIVE INTERNATIONAL EQUITY FUND
PROTECTIVE GROWTH AND INCOME FUND
PROTECTIVE GLOBAL INCOME FUND

June __, 1995

This Statement of Additional Information is not a prospectus. Much of the
information contained in this Statement expands upon information discussed in
the prospectus for Protective Investment Company (the "Company") and should,
therefore, be read in conjunction with the prospectus for the Company. To obtain
a copy of the prospectus with the same date as this Statement of
Additional Information write to the Company at P.O. Box 2606, Birmingham,
Alabama 35202 or call 1-800-866-3555.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION.............................................................. 2
ADDITIONAL INVESTMENT POLICY INFORMATION.................................. 3
Protective Money Market Fund............................................ 3
Protective Select Equity Fund........................................... 3
Business Value Investing -- Protective Capital Growth Fund, Protective
Small Cap Equity Fund and Protective Growth and Income Fund............ 6
Protective International Equity Fund.................................... 7
Protective Global Income Fund........................................... 7
SPECIAL INVESTMENT METHODS AND RISKS...................................... 8
Custody Receipts........................................................ 8
Restricted and Illiquid Securities...................................... 8
Options on Securities and Securities Indices............................ 9
Futures Contracts and Options on Futures Contracts...................... 11
Foreign Investments..................................................... 14
Fixed-Income Securities................................................. 18
Warrants and Rights..................................................... 22
Real Estate Investment Trusts........................................... 23
When-Issued Securities and Forward Commitments.......................... 23
INVESTMENT RESTRICTIONS................................................... 24
Fundamental Restrictions................................................ 24
Non-fundamental Restrictions............................................ 25
Interpretive Rules...................................................... 26
INVESTMENT MANAGER........................................................ 26
Investment Management Agreement......................................... 26
Expenses of the Company................................................. 27
INVESTMENT ADVISERS....................................................... 28
Investment Advisers..................................................... 28
Investment Advisory Agreements.......................................... 29
PORTFOLIO TRANSACTIONS AND BROKERAGE...................................... 32
DETERMINATION OF NET ASSET VALUE.......................................... 33
PERFORMANCE INFORMATION................................................... 35
SHARES OF STOCK........................................................... 37
CUSTODY OF ASSETS......................................................... 37
DIRECTORS AND OFFICERS.................................................... 39
OTHER INFORMATION......................................................... 39
Independent Certified Public Accountants................................ 39
Legal Counsel........................................................... 40
Other Information....................................................... 40
APPENDIX A................................................................ 41
APPENDIX B................................................................ 45
FINANCIAL STATEMENTS...................................................... 47
</TABLE>

<PAGE>
INTRODUCTION

Pursuant to an investment management agreement and subject to the authority
of the Company's board of directors, Investment Distributors Advisory Services,
Inc. ("IDASI") serves as the Company's investment manager (the "Investment
Manager") and conducts the business and affairs of the Company. IDASI has
engaged Goldman Sachs Asset Management International ("GSAMI"), an affiliate of
Goldman, Sachs & Co., as the investment adviser to provide day-to-day portfolio
management for the Protective International Equity Fund and the Protective
Global Income Fund. IDASI also has engaged Goldman Sachs Asset Management
("GSAM"), a separate operating division of Goldman, Sachs & Co., as the
investment adviser to provide day-to-day portfolio management for each of the
other Funds. (GSAM and GSAMI are each referred to herein as the "Adviser" or
together as the "Advisers," as appropriate. Goldman, Sachs & Co. is referred to
herein as "Goldman Sachs").

The Company currently offers each class of its stock to a separate account
of Protective Life Insurance Company ("Protective Life") as funding vehicles for
certain variable annuity contracts (the "Contracts") issued by Protective Life
through the separate account (the "Account"). The Company does not offer its
stock directly to the general public. The Account, like the Company, is
registered as an investment company with the Securities and Exchange Commission
("SEC") and a separate prospectus, which accompanies the prospectus for the
Company (the "Prospectus"), describes the Account and the Contracts. The
prospectus for the Account and the Contracts also has a statement of additional
information similar to this statement of additional information (the "SAI").

The Company may, in the future, offer its stock to other registered and
unregistered separate accounts of Protective Life and its affiliates supporting
other variable annuity contracts or variable life insurance contracts and to
qualified pension and retirement plans.

Terms appearing in the SAI that are defined in the Prospectus have the same
meaning herein as in the Prospectus.

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<PAGE>
ADDITIONAL INVESTMENT POLICY INFORMATION

PROTECTIVE MONEY MARKET FUND

Pursuant to Rule 2a-7 under the Investment Company Act of 1940 (the "Act"),
securities which are rated (or that have been issued by an issuer that has been
rated with respect to a class of short-term debt obligations, or any security
within that class, comparable in priority and quality with such security) in the
highest short-term rating category by at least two NRSROs are designated "First
Tier Securities." Securities rated in the top two short-term rating categories
by at least two NRSROs, but which are not rated in the highest short-term rating
category by at least two NRSROs, are designated "Second Tier Securities." NRSROs
are listed in the Prospectus and a description of their ratings are found in
Appendix A herein.

Pursuant to Rule 2a-7, the Protective Money Market Fund may not invest more
than 5% of its assets taken at amortized cost in the securities of any one
issuer (except the U.S. Government, including repurchase agreements
collateralized by U.S. Government Securities). The Fund may, however, invest
more than 5% of its assets in the First Tier Securities of a single issuer for a
period of up to three business days after the purchase thereof, although the
Fund may not make more than one such investment at any time. Further, the Fund
will not invest more than the greater of (i) 1% of its total assets; or (ii) one
million dollars in the securities of a single issuer that were Second Tier
Securities when acquired by the Fund. In addition, the Fund may not invest more
than 5% of its total assets in securities which were Second Tier Securities when
acquired.

The foregoing operating policies are more restrictive than the fundamental
investment restriction number 12 set forth below, which would give the Fund the
ability to invest, with respect to 25% of its assets, more than 5% of its assets
in any one issuer. The Fund will operate in accordance with these operating
policies which comply with Rule 2a-7.

PROTECTIVE SELECT EQUITY FUND

The Select Equity Fund's investment objective is to provide its shareholders
with a total return consisting of capital appreciation plus dividend income.
Under normal circumstances, the Fund will invest at least 90% of its total
assets in equity securities. The Fund seeks to achieve its investment objective
by investing in a portfolio of equity securities selected by a portfolio
optimization model that seeks to maximize the Fund's reward to risk ratio (the
"Optimization Model"). The Fund's portfolio is designed to have risk,
capitalization and industry characteristics similar to the S&P 500 Index but
which is intended to provide a total return that exceeds the total return on the
S&P 500 Index. The Adviser begins with a universe primarily of large
capitalization equity securities. The Adviser assigns each equity security a
rating based on the Multifactor Model and if the security is followed by the
Goldman Sachs Investment Research Department (the "Research Department") a
second rating will be assigned based upon the Research Department's evaluation.
The Research Department assigns a rating of one (recommended for purchase) to
four (likely to underperform) to each equity security.

Each equity security in the Fund's investment universe will be processed by
the Optimization Model. The Optimization Model selects a portfolio for the Fund
based upon two sets of criteria. First, the Optimization Model considers the
ratings assigned by the Multifactor Model and the Research Department. Second,
the Optimization Model takes into account certain characteristics of the S&P 500
Index, such as industry category, capitalization and volatility. Using these two
criteria, the Optimization Model selects a portfolio that has risk
characteristics and industry weightings similar to the S&P 500 but that is
composed of equity securities that have been assigned higher ratings. Although
it has a bias toward the highest rated securities, the Optimization Model does
not necessarily select only the highest rated securities but seeks to achieve a
balance between ratings and the risk profile of the S&P 500. Under normal market
conditions, the Investment Adviser will not modify the portfolio recommended by
the Optimization Model.

By employing both qualitative (I.E., the recommended list) and a
quantitative (I.E., the multifactor model) method of selecting securities, as
described below, the Fund seeks to overcome the inherent

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<PAGE>

inability of quantitative methods to analyze non-quantitative factors (such as
the impact of a change in management or a pending lawsuit) and, conversely, the
susceptibility of quantitative methods to subjective influences and biases.
Securities eligible for purchase by the Fund are referred to herein as
securities within the "buy range" for the Fund.

Once securities are within the buy range, the Fund will acquire them in
amounts that are approximately proportionate to their market capitalizations
relative to the market capitalizations of the other securities in the Select
Equity Fund's portfolio as adjusted based on the Optimization model of the
Adviser that is designed to balance the tradeoff between risk and expected
return. However, under normal conditions the securities of any one issuer may
not exceed 5% of the Fund's net assets at the time of purchase. The Adviser
believes that this weighing method should reduce portfolio volatility and
enhance trading liquidity as compared to most other methods for assigning weight
to each investment.

Periodically, the Select Equity Fund will be "rebalanced" in order to align
the securities in the Fund's portfolio with those included in the buy range.
Such rebalancings are expected when the Adviser determines a rebalancing to be
necessary. Such rebalancings are not expected to cause the annual portfolio
turnover rate of the Fund to exceed 150%. To limit portfolio turnover, however,
recommended list securities not within the buy range that continue to be rated
attractively by the multifactor model and which were previously acquired by the
Fund will be sold only to the extent that their actual weights in the Fund
exceed weights that are approximately proportionate to their relative market
capitalization as adjusted in accordance with the Optimization model.
Recommended list securities that are not within the buy range, but continue to
be rated attractively by the multifactor model, will be considered by the
Adviser to be within the "hold range" for the Fund. Hold range securities may
also include recommended list securities that are subsequently rated by research
department analysts as likely to at least match the performance of the relevant
market. The Fund will not make new purchases of securities in the hold range.

During a rebalancing, all securities not within the buy range or hold range
will be sold in their entirety. Securities in the buy range or hold range will
also be sold to the extent that their actual Fund weights exceed weights that
are approximately proportionate to their relative market capitalizations as
adjusted in accordance with the Optimization model. The proceeds from the sale
of Select Equity Fund portfolio securities will be invested in securities that
are in the buy range and are weighted in the Fund in amounts below their
proportionate market capitalizations as adjusted in accordance with the
portfolio optimization methodology (but not to exceed 5% of the Fund's net
assets). This may often include securities not previously held by the Fund
(E.G., securities new to the recommended list or the buy range).

The Select Equity Fund may also purchase and sell securities between
rebalancing dates. For instance, it is expected that the Fund will sell a
security within a reasonable time after it has been removed from the recommended
list (unless the security has been removed for a reason not related to its
investment characteristics or it continues to be rated attractively by the
multifactor model). The Fund may make new investments between rebalancing dates
when dividends are paid on Fund holdings or when additional Fund shares are sold
to Protective Life. In determining which securities to purchase or sell under
these types of circumstances, the Adviser will consider, among other things,
such factors as a security's present status on the recommended list, its ranking
by the multifactor model, its weighing in the portfolio, the amount of
unrealized gain or loss in the security and the depth and liquidity of the
market for the security.

The investment strategy described above will be implemented to the extent it
is consistent with maintaining the Select Equity Fund's qualification as a
regulated investment company under the Internal Revenue Code of 1986 (the
"Code"). See "Taxes" in the Prospectus. The Fund's strategy may be limited, in
particular, by the requirement for such qualification that less than 30% of the
Fund's annual gross income be derived from the sale or other disposition of
stocks or securities (including options and futures contracts) held for less
than three months.

4
<PAGE>

THE RECOMMENDED LIST. The recommended list is typically comprised of equity
securities traded in the United States that are issued by approximately 150 to
200 domestic companies and foreign companies that comply with U.S. accounting
standards. A security is proposed for inclusion on or removal from the
recommended list by the research department analyst following the issuer of a
particular security based on his or her knowledge of the security's fundamentals
and the industry outlook. Once the inclusion or removal of a security is
proposed by the analyst, the co-heads of the research department and the Stock
Selection Committee at Goldman Sachs (comprised of senior investment strategists
and analysts) decide whether to include the security on, or remove the security
from, the recommended list. They consider the fundamental characteristics of a
security and its attractiveness in the anticipated economic and market climate
when reviewing the proposals of analysts and selecting securities for inclusion
in or removal from the recommended list.

The research department analyses and monitors securities issued by more than
1,600 companies, encompassing most major industries. For more than a decade,
Goldman Sachs has been among the top-ranked firms in INSTITUTIONAL INVESTOR'S
annual "All-American Research Team" survey. Research department personnel and
procedures and the composition of the recommended list may change from time to
time.

THE MULTIFACTOR MODEL. The multifactor model is a sophisticated
computerized rating system for evaluating equity securities according to twelve
fundamental investment characteristics (or factors). The twelve factors used by
the multifactor model incorporate many variables studied by traditional
fundamental analysts, and cover measures of value, yield, growth, momentum, risk
and liquidity which include price/earnings ratio, sustainable growth rate,
earnings momentum and market liquidity. All of these factors have been shown to
significantly impact the performance of equity securities. The weights applied
to the twelve factors are derived using a statistical formulation that considers
each factor's historical relationship to returns for the type of security being
evaluated. As such, the multifactor model is designed to evaluate each security
using only the factors that are statistically related to returns for that type
of security. For example, because their investment characteristics may differ,
the multifactor model may not evaluate the securities of an electric utility in
the same manner that it evaluates the securities of a drug manufacturer.

Because it includes many disparate factors, the Adviser believes that the
multifactor model is broader in scope and provides a more thorough evaluation
than most conventional, value-oriented quantitative models. As a result, the
securities ranked highest by the multifactor model do not have one dominant
investment characteristic (such as a low price/earnings ratio); rather, such
securities possess many different investment characteristics. By using a variety
of relevant factors to select securities from the recommended list, the Adviser
believes that the Select Equity Fund will be better balanced and have more
consistent performance than an investment portfolio that uses only one or two
factors to select securities.

The Adviser will monitor, and may occasionally suggest changes to, the
method by which securities are selected for or weighted in the Select Equity
Fund. Such changes (which may be the result of changes in the nature of the
recommended list, the multifactor model or the method of applying the
multifactor model) may include: (i) evolutionary changes to the structure of the
multifactor model (E.G., the addition of new factors or a new means of weighting
the factors); (ii) changes in trading procedures (E.G., trading frequency or the
manner in which the Fund uses futures on the S&P 500 Index); (iii) changes in
the method by which securities are weighted in the Fund; or (iv) changes to the
parameters of the buy and hold ranges. Any such changes will preserve the Fund's
basic investment philosophy of combining qualitative and quantitative methods of
selecting securities using a disciplined investment process.

BUSINESS VALUE INVESTING -- PROTECTIVE CAPITAL GROWTH FUND, PROTECTIVE SMALL CAP
EQUITY FUND
AND PROTECTIVE GROWTH AND INCOME FUND.

In managing the portfolios of Capital Growth Fund, Small Cap Equity Fund and
Growth and Income Fund, GSAM or GSAMI chooses one stock at a time and applies a
business value approach to

5
<PAGE>

investing. Firsthand research, company visits and interviews with competitors
and customers are important parts of the investment process conducted by GSAM
for these Funds. In addition, the Advisers, conduct their own analysis of
company financial information rather than relying on outside sources.

In applying a business value approach, the goal of the Advisers is to find
companies whose strengths are unrecognized or undervalued in the marketplace
because they are relatively obscure, or, in the Adviser's view, coping with
temporary uncertainties. While some of these companies may offer innovative
products and services, others are involved in very traditional businesses.

Against this broadly diversified background, the companies in which Capital
Growth Fund, Small Cap Equity Fund and Growth and Income Fund invest share many
of the following characteristics: (1) a strong market position, (2) high or
improving returns on capital, (3) the ability to achieve solid, sustainable
growth and to generate substantial free cash flow after all working and fixed
capital expenditures and investments for future growth, (4) skilled managers who
think and act like owners, and (5) valuation at a substantial discount to
business value. Companies under consideration is analyzed from the standpoint of
management quality, earning power, cash-generating capacity, the value of its
assets and, in the case of Growth and Income Fund, dividend growth.

A FOCUS ON COMPANY MANAGEMENT. Getting to know the management of a company
is an important part of the investment process for Capital Growth Fund, Small
Cap Equity Fund and Growth and Income Fund. In selecting investments for these
Funds, the Adviser's look for companies with skilled managers who use capital
efficiently and are dedicated to maximizing long-term shareholder value. the
Advisers particularly favor companies whose managers have significant personal
equity interests in the business and compensation that is closely tied to the
company's stock price.

THE IMPORTANCE OF ATTRACTIVE VALUATION. Ideally, Capital Growth Fund, Small
Cap Equity Fund and Growth and Income Fund seek to invest in businesses whose
stocks are available at reasonable prices, but these Funds also may invest in
good businesses at low prices. The Advisers have little interest in paying high
prices even for great businesses, or in bargain hunting for deteriorating
businesses.

Before a new stock is purchased for Capital Growth Fund, Small Cap Equity
Fund, or Growth and Income Fund, the Advisers estimate its business value. This
involves estimating the company's long-term sustainable growth rate and how much
excess cash the company will generate after providing for future growth. The
Advisers believe that excess cash flow is one of the best indicators of a
company's underlying value.

In the opinion of the Advisers, the business value approach results in
portfolios of companies that are trading at below-average valuations. The
Advisers believe that the average portfolio security that is chosen in
accordance with this approach has the potential to grow faster and generate more
free cash flow than the average company in the Standard & Poor's Index of 500
Common Stocks (the "S&P 500 Index").

MEASURING BUSINESS VALUE. The Advisers measure a company's business value
by, among other things, its ability to generate a growing stream of free cash
flow after satisfying all working and fixed capital requirements and making
investments needed for future growth. In the view of the Advisers, free cash
flow is the best measure of a company's underlying economics, is less subject to
manipulation than reported earnings, and is more meaningful when valuing
companies across different tax and accounting systems. Having identified
companies with superior free cash flow characteristics, the Advisers then
evaluate that company's prospectus for long-term growth of cash flow and its
relationship to the company's stock price. Using these two components, the
Advisers determine an expected total return at the stock's prevailing market
price. Because Capital Growth Fund, Small Cap Equity Fund and Growth and Income
Fund have relatively low turnover rates. Under normal circumstances, GSAM
expects that Growth and Income Fund's and Small Cap Equity Fund's investment
horizons for ownership of equity securities will be two to four years and two to
three years, respectively.

6
<PAGE>
PROTECTIVE INTERNATIONAL EQUITY FUND

INVESTING ABROAD: HIGH HISTORICAL RETURNS AND UNRECOGNIZED VALUES. Although
widespread interest in foreign equity investments has only recently developed
among U.S. investors, foreign equities have since 1970 produced higher returns
in dollars than the S&P 500. Because research coverage outside the U.S. is
fragmented and relatively unsophisticated, many foreign companies that are well-
positioned to grow and prosper have not come to the attention of investors. The
Adviser believes that the high historical returns and less efficient pricing of
foreign markets create favorable conditions for the Fund's highly focused
investment approach.

A RIGOROUS PROCESS OF STOCK SELECTION. Using fundamental industry and
company research, the Adviser's equity team in London, Hong Kong and Tokyo seeks
to identify companies that have a high probability of achieving superior
long-term returns. Stocks are carefully selected for the Fund's portfolio
through a three-stage investment process. Because the Fund is a long-term holder
of stocks, the portfolio managers adjust the Fund's portfolio only when expected
returns fall below acceptable levels or when the portfolio managers identify
substantially more attractive investments.

Using the research of the Adviser and Goldman Sachs as well as information
gathered from other sources in Europe and the AsiaPacific region, the portfolio
managers first identify attractive industries around the world. Such industries
have favorable underlying economics and allow companies to generate sustainable
and predictable high returns. As a rule, they are less economically sensitive,
relatively free of regulation and favor strong franchises.

Within these industries the portfolio managers identify well-run companies
that enjoy a stable competitive advantage and are able to benefit from the
favorable dynamics of the industry. This stage includes analyzing the current
and expected financial performance of the company; contacting suppliers,
customers and competitors; and meeting with management. In particular, the
portfolio managers look for companies whose managers have a strong commitment to
both maintaining the high returns of the existing business and reinvesting the
capital generated at high rates of return. The Fund looks for companies whose
management always acts in the interests of the owners and seek to maximize
returns to all stockholders.

HEDGING AND ENHANCING RETURNS THROUGH CURRENCY MANAGEMENT TECHNIQUES. The
Adviser's currency team may manage the foreign exchange risk embedded in foreign
equities by means of a currency overlay program. The program is designed to
protect the value of foreign investments in sustained periods of dollar
appreciation and to add returns by seeking to take advantage of foreign exchange
fluctuations.

THE ADVISER'S INTERNATIONAL EQUITY TEAM. The members of the Adviser's
international equity team have substantial experience in analyzing and investing
in companies in Europe and the Asia-Pacific region. Their expertise spans a wide
range of skills including investment analysis, investment management, investment
banking and business consulting. In addition, they have access to over 200
economic, equity and currency research professionals of Goldman Sachs in London,
Frankfurt, Hong Kong, Tokyo and New York.

PROTECTIVE GLOBAL INCOME FUND

HIGH INCOME. The Fund's portfolio managers will seek out the highest
yielding bonds in the global fixed-income market that meet the Fund's credit
quality standards and certain other criteria.

CAPITAL APPRECIATION. Investing in the foreign bond markets offers the
potential for capital appreciation due to both interest rate and currency
exchange rate fluctuations. The portfolio managers also attempt to identify
investments with appreciation potential by carefully evaluating trends affecting
a country's currency as well as a country's fundamental economic strength.
However, there is a risk of capital depreciation as a result of unanticipated
interest rate and currency fluctuations.

PORTFOLIO MANAGEMENT FLEXIBILITY. The Fund is designed to be actively
managed. The Fund's portfolio managers invest in countries that, in their
judgment, meet the investment guidelines and

7
<PAGE>

often have strong currencies and stable economies and in securities that they
believe offer the best performance prospects. Furthermore, because the Fund can
purchase securities with various maturities, the portfolio managers can adjust
the Fund's holdings in an effort to maximize returns in a variety of interest
rate environments. In addition, the Fund's ability to invest in securities of
any maturity allows its portfolio managers to adjust the Fund's portfolio as
interest rates change to take advantage of the most attractive segments of the
yield curve.

RELATIVE STABILITY OF PRINCIPAL. The Fund may be able to reduce principal
fluctuation by investing in foreign countries with economic policies or business
cycles different from those of the United States and in foreign securities
markets that do not necessarily move in the same direction or magnitude as the
U.S. market. Investing in a broad range of U.S. and foreign fixed-income
securities and currencies reduces the dependence of the Fund's performance on
developments in any particular market to the extent that adverse events in one
market are offset by favorable events in other markets. The Fund's policy of
investing only in high credit quality securities may also reduce principal
fluctuation. However, there is no assurance that these strategies will always be
successful.

PROFESSIONAL MANAGEMENT. Individual U.S. investors may prefer professional
management of their global bond and currency portfolios because a
well-diversified portfolio requires a large amount of capital and because the
size of the global market requires access to extensive resources and a
substantial commitment of time.

SPECIAL INVESTMENT METHODS AND RISKS

CUSTODY RECEIPTS

The Funds may acquire custody receipts in connection with securities issued
or guaranteed as to principal and interest by the U.S. Government, its agencies,
political subdivisions, authorities or instrumentalities. Such custody receipts
evidence ownership of future interest payments, principal payments or both on
certain notes or bonds issued by the U.S. Government, its agencies, political
subdivisions authorities or instrumentalities. These custody receipts are known
by various names, including "Treasury Receipts," "Treasury Investors Growth
Receipts" ("TIGRs"), and "Certificates of Accrual on Treasury Securities"
("CATS"). For certain securities law purposes, custody receipts are not
considered U.S. Government securities.

RESTRICTED AND ILLIQUID SECURITIES

The Funds may purchase certain restricted securities (those that are not
registered under the Securities Act of 1933 (the "1933 Act") but can be offered
and sold to "qualified institutional buyers" under Rule 144A of that Act) and
limited amounts of illiquid investments, including illiquid restricted
securities. Limitations on illiquid securities and other illiquid investments
for each Fund are described in non-fundamental investment restrictions 4(a) -
4(c) below.

Illiquid investments include many restricted securities, repurchase
agreements that mature in more than seven days, fixed time deposits that mature
in more than seven days, participation interests in loans, swap transactions,
certain over-the-counter option contracts, and securities that are not readily
marketable.

Certain repurchase agreements which provide for settlement in more than
seven days, however, can be liquidated before the nominal fixed term on seven
days or less notice. The Company will consider such repurchase agreements as
liquid. Likewise, restricted securities (including commercial paper issued
pursuant to Section 4(2) of the 1933 Act) that the board of directors of the
Company or the Advisers have determined to be liquid will be treated as such.

The SEC staff has taken the position that fixed time deposits maturing in
more than seven days that cannot be traded on a secondary market and
participation interests in loans are illiquid and not readily marketable. Until
such time (if any) as this position changes, the Company will include such
investments in the percentage limitation on illiquid investments applicable to
each Fund.

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OPTIONS ON SECURITIES AND SECURITIES INDICES

WRITING OPTIONS. All of the Funds except the Money Market Fund and Select
Equity Fund may write (sell) covered call and put options on any securities in
which it may invest. A call option written by a Fund obligates such Fund to sell
specified securities to the holder of the option at a specified price if the
option is exercised at any time before the expiration date. All call options
written by a Fund are covered, which means that such Fund will own the
securities subject to the option so long as the option is outstanding. A Fund's
purpose in writing covered call options is to realize greater income than would
be realized on portfolio securities transactions alone. However, a Fund may
forgo the opportunity to profit from an increase in the market price of the
underlying security.

A put option written by a Fund would obligate such Fund to purchase
specified securities from the option holder at a specified price if the option
is exercised at any time before the expiration date. All put options written by
a Fund would be covered, which means that such Fund would have deposited with
its custodian cash or liquid high grade debt securities with a value at least
equal to the exercise price of the put option. The purpose of writing such
options is to generate additional income for the Fund. However, in return for
the option premium, a Fund accepts the risk that it will be required to purchase
the underlying securities at a price in excess of the securities' market value
at the time of purchase.

In addition, a written call option or put option may be covered by
maintaining cash or liquid high grade debt securities (either of which may be
denominated in any currency) in a segregated account with its custodian, by
entering into an offsetting forward contract and/or or by purchasing an
offsetting option which, by virtue of its exercise price or otherwise, reduces a
Fund's net exposure on its written option position.

The Funds other than the Money Market Fund and Select Equity Fund may also
write (sell) covered call and put options on any securities index composed of
securities in which it may invest. Options on securities indices are similar to
options on securities, except that the exercise of securities index options
requires cash payments and does not involve the actual purchase or sale of
securities. In addition, securities index options are designed to reflect price
fluctuations in a group of securities or segment of the securities market rather
than price fluctuations in a single security.

A Fund may cover call options on a securities index by owning securities
whose price changes are expected to be similar to those of the underlying index,
or by having an absolute and immediate right to acquire such securities without
additional cash consideration (or for additional cash consideration held in a
segregated account by its custodian) upon conversion or exchange of other
securities in its portfolio. A Fund may cover call and put options on a
securities index by maintaining cash or liquid high grade debt securities with a
value equal to the exercise price in a segregated account with its custodian.

A Fund may terminate its obligations under an exchange traded call or put
option by purchasing an option identical to the one it has written. Obligations
under over-the-counter options may be terminated only by entering into an
offsetting transaction with the counterparty to such option. Such purchases are
referred to as "closing purchase" transactions.

PURCHASING OPTIONS. The Funds other than Money Market Fund and Select
Equity Fund may purchase put and call options on any securities in which it may
invest or options on any securities index based on securities in which it may
invest. A Fund would also be able to enter into closing sale transactions in
order to realize gains or minimize losses on options it had purchased.

A Fund would normally purchase call options in anticipation of an increase
in the market value of securities of the type in which it may invest. The
purchase of a call option would entitle a Fund, in return for the premium paid,
to purchase specified securities at a specified price during the option period.
A Fund would ordinarily realize a gain if, during the option period, the value
of such securities exceeded the sum of the exercise price, the premium paid and
transaction costs; otherwise such a Fund would realize a loss on the purchase of
the call option.

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A Fund would normally purchase put options in anticipation of a decline in
the market value of securities in its portfolio ("protective puts") or in
securities in which it may invest. The purchase of a put option would entitle a
Fund, in exchange for the premium paid, to sell specified securities at a
specified price during the option period. The purchase of protective puts is
designed to offset or hedge against a decline in the market value of a Fund's
securities. Put options may also be purchased by a Fund for the purpose of
affirmatively benefiting from a decline in the price of securities which it does
not own. A Fund would ordinarily realize a gain if, during the option period,
the value of the underlying securities decreased below the exercise price
sufficiently to cover the premium and transaction costs; otherwise such a Fund
would realize a no gain or loss on the purchase of the put option. Gains and
losses on the purchase of protective put options would tend to be offset by
countervailing changes in the value of the underlying portfolio securities.

The Fund would purchase put and call options on securities indices for the
same purposes as it would purchase options on individual securities.

YIELD CURVE OPTIONS. The Global Income Fund may enter into options on the
yield "spread," or yield differential between two securities. Such transactions
are referred to as "yield curve" options. In contrast to other types of options,
a yield curve option is based on the difference between the yields of designated
securities, rather than the prices of the individual securities, and is settled
through cash payments. Accordingly, a yield curve option is profitable to the
holder if this differential widens (in the case of a call) or narrows (in the
case of a put), regardless of whether the yields of the underlying securities
increase or decrease.

The Global Income Fund may purchase or write yield curve options for the
same purposes as other options on securities. For example, the Global Income
Fund may purchase a call option on the yield spread between two securities if it
owns one of the securities and anticipates purchasing the other security and
wants to hedge against an adverse change in the yield between the two
securities. The Global Income Fund may also purchase or write yield curve
options in an effort to increase its current income if, in the judgment of the
Adviser, the Fund will be able to profit from movements in the spread between
the yields of the underlying securities. The trading of yield curve options is
subject to all of the risks associated with the trading of other types of
options. In addition, however, such options present risk of loss even if the
yield of one of the underlying securities remains constant, if the spread moves
in a direction or to an extent which was not anticipated.

Yield curve options written by the Global Income Fund will be "covered." A
call (or put) option is covered if the Fund holds another call (or put) option
on the spread between the same two securities and maintains in a segregated
account with its custodian cash or liquid, high grade debt securities sufficient
to cover the Fund's net liability under the two options. Therefore, the Fund's
liability for such a covered option is generally limited to the difference
between the amount of the Global Income Fund's liability under the option
written by the Fund less the value of the option held by the Fund. Yield curve
options may also be covered in such other manner as may be in accordance with
the requirements of the counterparty with which the option is traded and
applicable laws and regulations. Yield curve options are traded
over-the-counter, and because they have been only recently introduced,
established trading markets for these options have not yet developed.

RISKS ASSOCIATED WITH OPTIONS TRANSACTIONS. There is no assurance that a
liquid secondary market on an options exchange will exist for any particular
exchange-traded option or at any particular time. If a Fund is unable to effect
a closing purchase transaction with respect to covered options it has written,
the Fund will not be able to sell the underlying securities or dispose of assets
held in a segregated account until the options expire or are exercised.
Similarly, if a Fund is unable to effect a closing sale transaction with respect
to options it has purchased, it will have to exercise the options in order to
realize any profit and will incur transaction costs upon the purchase or sale of
underlying securities.

Reasons for the absence of a liquid secondary market on an exchange include
the following: (i) there may be insufficient trading interest in certain
options; (ii) restrictions may be imposed by an

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exchange on opening transactions or closing transactions or both; (iii) trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange; (v) the facilities
of an exchange or the Options Clearing Corporation may not at all times be
adequate to handle current trading volume; or (vi) one or more exchanges could,
for economic or other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of options),
in which event the secondary market on that exchange (or in that class or series
of options) would cease to exist, although outstanding options on that exchange
that had been issued by the Options Clearing Corporation as a result of trades
on that exchange would continue to be exercisable in accordance with their
terms.

The Funds other than the Money Market Fund and Select Equity Fund may
purchase and sell both options that are traded on United States and foreign
exchanges and options traded over-the-counter with broker-dealers who make
markets in these options. The ability to terminate over-the-counter options is
more limited than with exchange-traded options and may involve the risk that
broker-dealers participating in such transactions will not fulfill their
obligations. Until such time as the staff of the SEC changes its position, the
Funds will treat purchased over-the-counter options and all assets used to cover
written over-the-counter options as illiquid securities, except that with
respect to options written with primary dealers in U.S. Government securities
pursuant to an agreement requiring a closing purchase transaction at a formula
price, the amount of illiquid securities may be calculated with reference to the
formula.

Transactions by a Fund in options on securities and stock indices will be
subject to limitations established by each of the exchanges, boards of trade or
other trading facilities governing the maximum number of options in each class
which may be written or purchased by a single investor or group of investors
acting in concert. Thus, the number of options which a Fund may write or
purchase may be affected by options written or purchased by other investment
advisory clients of the Advisers. An exchange, board of trade or other trading
facility may order the liquidations of positions found to be in excess of these
limits, and it may impose certain other sanctions.

The writing and purchase of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. The successful use of protective
puts for hedging purposes depends in part on the Adviser's ability to predict
future price fluctuations and the degree of correlation between the options and
securities markets.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

The Funds other than the Money Market Fund may purchase and sell futures
contracts. Of these Funds, the Funds other than Select Equity Fund may also
purchase and write options on futures contracts. These Funds may purchase and
sell futures contracts based on various securities (such as U.S. Government
Securities), securities indices, foreign currencies and other financial
instruments and indices. Select Equity Fund may only purchase and sell futures
contracts on the S&P 500 Index. A Fund will engage in futures or, in the case of
Funds other than Select Equity, related options transactions, only for bona fide
hedging purposes as defined below or for purposes of seeking to increase total
returns to the extent permitted by regulations of the Commodity Futures Trading
Commission ("CFTC"). All futures contracts entered into by a Fund are traded on
U.S. exchanges or boards of trade that are licensed and regulated by the CFTC or
on foreign exchanges.

FUTURES CONTRACTS. A futures contract may generally be described as an
agreement between two parties to buy and sell particular financial instruments
for an agreed price during a designated month (or to deliver the final cash
settlement price, in the case of a contract relating to an index or otherwise
not calling for physical delivery at the end of trading in the contract).

When interest rates are rising or securities prices are falling, a Fund can
seek through the sale of futures contracts to offset a decline in the value of
its current portfolio securities. When rates are

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falling or prices are rising, a Fund, through the purchase of futures contracts,
can attempt to secure better rates or prices than might later be available in
the market when it effects anticipated purchases. Similarly, a Fund (other than
the Money Market Fund or Select Equity Fund) can sell futures contracts on a
specified currency to protect against a decline in the value of such currency
and its portfolio securities which are denominated in such currency. These Funds
can purchase futures contracts on foreign currency to fix the price in U.S.
dollars of a security denominated in such currency that such Fund has acquired
or expects to acquire.

Positions taken in the futures markets are not normally held to maturity,
but are instead liquidated through offsetting transactions which may result in a
profit or a loss. While a Fund's futures contracts on securities or currency
will usually be liquidated in this manner, it may instead make or take delivery
of the underlying securities or currency whenever it appears economically
advantageous for the Fund to do so. A clearing corporation associated with the
exchange on which futures on securities or currency are traded guarantees that,
if still open, the sale or purchase will be performed on the settlement date.

HEDGING STRATEGIES. Hedging by use of futures contracts seeks to establish
more certainly than would otherwise be possible the effective price, rate of
return or currency exchange rate on portfolio securities or securities that a
Fund owns or proposes to acquire. A Fund may, for example, take a "short"
position in the futures market by selling futures contracts in order to hedge
against an anticipated rise in interest rates or a decline in market prices or
foreign currency rates that would adversely affect the U. S. dollar value of the
Fund's portfolio securities. Such futures contracts may include contracts for
the future delivery of securities held by the Fund or securities with
characteristics similar to those of a Fund's portfolio securities. Similarly, a
Fund may sell futures contracts on a currency in which its portfolio securities
are denominated or in one currency to hedge against fluctuations in the value of
securities denominated in a different currency if there is an established
historical pattern of correlation between the two currencies.

If, in the opinion of its Adviser, there is a sufficient degree of
correlation between price trends for a Fund's portfolio securities and futures
contracts based on other financial instruments, securities indices or other
indices, the Fund may also enter into such futures contracts as part of its
hedging strategy. Although under some circumstances prices of securities in a
Fund's portfolio may be more or less volatile than prices of such futures
contracts, the Adviser will attempt to estimate the extent of this difference in
volatility based on historical patterns and to compensate for it by having the
Fund enter into a greater or lesser number of futures contracts or by attempting
to achieve only a partial hedge against price changes affecting the Fund's
securities portfolio. When hedging of this character is successful, any
depreciation in the value of portfolio securities will substantially be offset
by appreciation in the value of the futures position. On the other hand, any
unanticipated appreciation in the value of the Fund's portfolio securities would
be substantially offset by a decline in the value of the futures position.

On other occasions, a Fund may take a "long" position by purchasing such
futures contracts. This would be done, for example, when a Fund anticipates the
subsequent purchase of particular securities when it has the necessary cash, but
expects the prices or currency exchange rates then available in the applicable
market to be less favorable than prices or rates that are currently available.

OPTIONS ON FUTURES CONTRACTS. The acquisition of put and call options on
futures contracts will give a Fund the right (but not the obligation), for a
specified price, to sell or to purchase, respectively, the underlying futures
contract at any time during the option period. As the purchaser of an option on
a futures contract, a Fund obtains the benefit of the futures position if prices
move in a favorable direction but limits its risk of loss in the event of an
unfavorable price movement to the loss of the premium and transaction costs.

The writing of a call option on a futures contract generates a premium which
may partially offset a decline in the value of a Fund's assets. By writing a
call option, a Fund becomes obligated, in exchange for the premium, to sell a
futures contract, which may have a value higher than the exercise

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<PAGE>

price. Conversely, the writing of a put option on a futures contract generates a
premium, which may partially offset an increase in the price of securities that
the Fund intends to purchase. However, a Fund becomes obligated to purchase a
futures contract, which may have a value lower than the exercise price. Thus,
the loss incurred by the Fund in writing options on futures is potentially
unlimited and may exceed the amount of the premium received. A Fund will incur
transaction costs in connection with the writing of options on futures.

The holder or writer of an option on a futures contract may terminate its
position by selling or purchasing an offsetting option on the same series. There
is no guarantee that such closing transactions can be effected. A Fund's ability
to establish and close out positions on such options will be subject to the
development and maintenance of a liquid market.

OTHER CONSIDERATIONS. Where permitted, a Fund will engage in futures
transactions and in related options transactions only for bona fide hedging or
to seek to increase total return to the extent permitted by CFTC regulations. A
Fund will determine that the price fluctuations in the futures contracts and
options on futures used for hedging purposes are substantially related to price
fluctuations in securities held by the Fund or which it expects to purchase.
Except as stated below, each Fund's futures transactions will be entered into
for traditional hedging purposes -- I.E., futures contracts will be sold to
protect against a decline in the price of securities (or the currency in which
they are denominated) that the Fund owns, or futures contracts will be purchased
to protect the Fund against an increase in the price of securities (or the
currency in which they are denominated) it intends to purchase. As evidence of
this hedging intent, the Funds expect that on 75% or more of the occasions on
which they take a long futures or option positions (involving the purchase of
futures contracts), the Fund will have purchased, or will be in the process of
purchasing, equivalent amounts of related securities (or assets denominated in
the related currency) in the cash market at the time when the futures or option
position is closed out. However, in particular cases, when it is economically
advantageous for a Fund to do so, a long futures position may be terminated or
an option may expire without the corresponding purchase of securities or other
assets.

As an alternative to literal compliance with the bona fide hedging
definition, a CFTC regulation permits a Fund to elect to comply with a different
test, under which the aggregate initial margin and premiums required to
establish positions in futures contracts and options on futures for the purpose
seeking to increase total return, will not exceed 5 percent of the net asset
value of the Fund's portfolio, after taking into account unrealized profits and
losses on any such positions and excluding the amount by which such options were
in-the-money at the time of purchase. As permitted, each Fund will engage in
transactions in futures contracts and in related options transactions only to
the extent such transactions are consistent with the requirements of the
Internal Revenue Code of 1986, as amended (the "Code") for maintaining its
qualification as a regulated investment company for federal income tax purposes
(see "Taxes" in the Prospectus).

Transactions in futures contracts and options on futures involve brokerage
costs, require margin deposits and, in the case of contracts and options
obligating a Fund to purchase securities or currencies, require the Fund to
segregate with its custodian liquid high grade debt securities in an amount
equal to the underlying value of such contracts and options.

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<PAGE>
While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
unanticipated changes in interest rates, securities prices or currency exchange
rates may result in a poorer overall performance for a Fund than if it had not
entered into any futures contracts or options transactions. In the event of an
imperfect correlation between a futures position and portfolio position which is
intended to be protected, the desired protection may not be obtained and a Fund
may be exposed to risk of loss.

Perfect correlation between a Fund's futures positions and portfolio
positions may be difficult to achieve because no futures contracts based on
individual equity securities are currently available. The only futures contracts
available to hedge a Fund's portfolio are various futures on U.S. Government
securities, securities indices and foreign currencies. In addition, it is not
possible for a Fund to hedge fully or perfectly against currency fluctuations
affecting the value of securities denominated in foreign currencies because the
value of such securities is likely to fluctuate as a result of independent
factors not related to currency fluctuations.

FOREIGN INVESTMENTS

Investing in the securities of companies organized outside the United States
or of companies whose securities are principally traded outside the United
States ("foreign issuers") or investments in securities denominated or quoted in
foreign currency ("non-dollar securities") involves certain special
considerations, including those set forth below, which are not typically
associated with investing in securities of domestic issuers or U.S. dollar
denominated securities. Since investments in foreign issuers may involve
currencies of foreign countries and since a Fund may temporarily hold funds in
bank deposits in foreign currencies during completion of investment programs and
since a Fund may be subject to currency exposure independent of its securities
positions, the Fund may be affected favorably or unfavorably by changes in
currency rates and in exchange control regulations and may incur costs in
connection with conversions between various currencies.

Since foreign issuers are not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to U.S. issuers, there may be less publicly available information
about a foreign issuer than about a domestic issuer. Volume and liquidity in
most foreign securities markets are less than in the United States and
securities of many foreign issuers are less liquid and more volatile than
securities of comparable domestic issuers. Fixed commissions on foreign
securities exchanges are generally higher than negotiated commissions on U.S.
exchanges, although the Funds endeavor to achieve the most favorable net results
on its portfolio transactions. There is generally less government supervision
and regulation of foreign securities exchanges, brokers, dealers and listed and
unlisted issuers than in the United States.

Foreign investment markets also have different clearance and settlement
procedures, and in certain markets there have been times when settlements have
been unable to keep pace with the volume of transactions, making it difficult to
conduct such transactions. Such delays in settlement could result in temporary
periods when a portion of the assets of a Fund are uninvested and no return is
earned on such assets. The inability of a Fund to make intended security
purchases due to settlement problems could cause the Fund to miss attractive
investment opportunities. Inability to dispose of portfolio investments due to
settlement problems could result either in losses to a Fund due to subsequent
declines in value of the portfolio securities or, if the Fund has entered into a
contract to sell the securities, could result in possible liability to the
purchaser. In addition, with respect to certain foreign countries, there is the
possibility of expropriation or confiscatory taxation, political or social
instability, or diplomatic developments which could affect a Fund's investments
in those countries. Moreover, individual foreign economies may differ favorably
or unfavorably from the U.S. economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resource self-
sufficiency and balance of payments position.

International Equity Fund, Capital Growth Fund, Small Cap Equity Fund and
Growth and Income Fund may also invest in countries with emerging economics or
securities markets. Political and economic structures in many of such countries
may be undergoing significant evolution and rapid

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<PAGE>

development, and such countries may lack the social, political and economic
stability characteristic of more developed countries. Certain of such countries
may have in the past failed to recognize private property rights and have at
times nationalized or expropriated the assets of private companies. As a result,
the risks described above, including the risks of nationalization or
expropriation of assets, may be heightened. In addition, unanticipated political
or social developments may affect the values of a Fund's investments in those
countries and the availability to a Fund of additional investments in those
countries. The small size and inexperience of the securities markets in certain
of such countries and the limited volume of trading in securities in those
countries may make a Fund's investments in such countries illiquid and more
volatile than investments in more developed countries, and a Fund may be
required to establish special custodial or other arrangements before making
certain investments in those countries. There may be little financial or
accounting information available with respect to issuers located in certain of
such countries, and it may be difficult as a result to assess the value or
prospects of an investment in such issuers.

The International Equity Fund, Capital Growth Fund, Small Cap Equity Fund
and Growth and Income Fund may invest in securities of issuers domiciled in a
country other than the country in whose currency the instrument is denominated
or quoted. The International Equity Fund and Global Income Fund may also invest
in securities quoted or denominated in the European Currency Unit ("ECU"), which
is a "basket" consisting of specified amounts of the currencies of certain of
the member states of the European Community. The specific amounts of currencies
comprising the ECU may be adjusted by the Council of Ministers of the European
Community from time to time to reflect changes in relative values of the
underlying currencies. In addition, the Funds may invest in securities quoted or
denominated in other currency "baskets."

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The Capital Growth Fund, Small
Cap Equity Fund, International Equity Fund, Growth and Income Fund and Global
Income Fund may enter into forward foreign currency exchange contracts for the
purposes described in the Prospectus. A forward foreign currency exchange
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. These
contracts are traded in the interbank market conducted directly between currency
traders (usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are generally charged
at any stage for trades.

At the maturity of a forward contract a Fund may either accept or make
delivery of the currency specified in the contract or, at or prior to maturity,
enter into a closing purchase transaction involving the purchase or sale of an
offsetting contract. Closing purchase transactions with respect to forward
contracts are usually effected with the currency trader who is a party to the
original forward contract.

These Funds may enter into forward foreign currency exchange contracts in
several circumstances. First, when a Fund enters into a contract for the
purchase or sale of a security denominated or quoted in a foreign currency, or
when the Fund anticipates the receipt in a foreign currency of dividend or
interest payments on such a security which it holds, the Fund may desire to
"lock in" the U.S. dollar price of the security or the U.S. dollar equivalent of
such dividend or interest payment, as the case may be. By entering into a
forward contract for the purchase or sale, for a fixed amount of dollars, of the
amount of foreign currency involved in the underlying transactions, the Fund
will attempt to protect itself against an adverse change in the relationship
between the U.S. dollar and the subject foreign currency during the period
between the date on which the security is purchased or sold, or on which the
dividend or interest payment is declared, and the date on which such payments
are made or received.

Additionally, when the Adviser of a Fund believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract to sell, for a fixed amount of
dollars, the amount of foreign currency approximating the value of some or all
of the Fund's portfolio securities denominated in such foreign currency. The
precise matching of the forward

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<PAGE>
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 on which the contract is entered into and the date it matures.
Using forward contracts to protect the value of a Fund's portfolio securities
against a decline in the value of a currency does not eliminate fluctuations in
the underlying prices of the securities. It simply establishes a rate of
exchange which a Fund can achieve at some future point in time. The precise
projection of short-term currency market movements is not possible, and
short-term hedging provides a means of fixing the dollar value of only a portion
of a Fund's foreign assets.

The International Equity Fund and Global Income Fund may engage in
cross-hedging by using forward contracts in one currency to hedge against
fluctuations in the value of securities quoted or denominated in a different
currency if the Adviser determines that there is a pattern of correlation
between the two currencies. These Funds may also purchase and sell forward
contracts to seek to increase total return when the Adviser anticipates that the
foreign currency will appreciate or depreciate in value, but securities
denominated or quoted in that currency do not present attractive investment
opportunities and are not held in the Fund's portfolio.

A Fund's custodian will place cash or liquid, high grade debt securities
(I.E., securities rated in one of the top three ratings categories by S&P or by
Moody's or, if unrated, deemed by the Adviser to be of comparable credit
quality) into a segregated account of the Fund in an amount equal to the value
of the Fund's total assets committed to the consummation of forward foreign
currency exchange contracts requiring the Fund to purchase foreign currencies or
forward contracts entered into to seek to increase total return. If the value of
the securities placed in the segregated account declines, additional cash or
securities will be placed in the account on a daily basis so that the value of
the account will equal the amount of the Fund's commitments with respect to such
contracts. The segregated account will be marked-to-market on a daily basis.
Although the contracts are not presently regulated by the CFTC, the CFTC may in
the future assert authority to regulate these contracts. In such event, the
Fund's ability to utilize forward foreign currency exchange contracts may be
restricted.

While a Fund will enter into forward contracts to reduce currency exchange
rate risks, transactions in such contracts involve certain other risks. Thus,
while a Fund may benefit from such transactions, unanticipated changes in
currency prices may result in a poorer overall performance for the Fund than if
it had not engaged in any such transactions. Moreover, there may be imperfect
correlation between a Fund's portfolio holdings of securities quoted or
denominated in a particular currency and forward contracts entered into by the
Fund. Such imperfect correlation may cause the Fund to sustain losses which will
prevent the Fund from achieving a complete hedge or expose the Fund to risk of
foreign exchange loss.

WRITING AND PURCHASING CURRENCY CALL AND PUT OPTIONS. The Capital Growth
Fund, Small Cap Equity Fund, International Equity Fund, Growth and Income Fund
and Global Income Fund may write covered put and call options and purchase put
and call options on foreign currencies for the purpose of protecting against
declines in the U.S. dollar value of portfolio securities and against increases
in the dollar cost of securities to be acquired. The International Equity Fund
and Global Income Fund may use options on currency to cross-hedge, which
involves writing or purchasing options on one currency to hedge against changes
in exchange rates for a different currency if a pattern of correlation exists
between the values of the currencies. In addition, the last two Funds may
purchase call options on currency to seek to increase total return when the
Adviser anticipates that the currency will appreciate in value, but the
securities quoted or denominated in that currency do not present attractive
investment opportunities and are not included in the Fund's portfolio.

A call option written by a Fund obligates the Fund to sell specified
currency to the holder of the option at a specified price at any time before the
expiration date. A put option written by a Fund would obligate the Fund to
purchase specified currency from the option holder at a specified price at any
time before the expiration date. The writing of currency options involves a risk
that a Fund will, upon

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exercise of the option, be required to sell currency subject to a call at a
price that is less than the currency's market value or be required to purchase
currency subject to a put at a price that exceeds the currency's market value.

A Fund may terminate its obligations under a call or put option by
purchasing an option identical to the one it has written. Such purchases are
referred to as "closing purchase transactions." A Fund would also be able to
enter into closing sale transactions in order to realize gains or minimize
losses on options purchased by it.

A Fund would normally purchase call options in anticipation of an increase
in the U.S. dollar value of currency in which securities to be acquired by the
Fund are quoted or denominated. The purchase of a call option would entitle a
Fund, in return for the premium paid, to purchase specified currency at a
specified price during the option period. The Fund would ordinarily realize a
gain if, during the option period, the value of such currency exceeded the sum
of the exercise price, the premium paid and transaction costs; otherwise the
Fund would realize either no gain or a loss on the purchase of the call option.

A Fund would normally purchase put options in anticipation of a decline in
the dollar value of currency in which securities in its portfolio are quoted or
denominated ("protective puts"). The purchase of a put option would entitle the
Fund, in exchange for the premium paid, to sell specified currency at a
specified price during the option period. The purchase of protective puts is
designed merely to offset or hedge against a decline in the dollar value of the
Fund's portfolio securities due to currency exchange rate fluctuations. A Fund
would ordinarily realize a gain if, during the option period, the value of the
underlying currency decreased below the exercise price sufficiently to more than
cover the premium and transaction costs; otherwise the Fund would realize either
no gain or a loss on the purchase of the put option. Gains and losses on the
purchase of protective put options would tend to be offset by countervailing
changes in the value of underlying currency.

In addition to using options for the hedging purposes described above, the
International Equity Fund and Global Income Fund may use options on currency to
seek to increase total return. These Funds may write (sell) covered put and call
options on any currency in order to realize greater income than would be
realized on portfolio securities transactions alone. However, in writing covered
call options for additional income, the Fund may forgo the opportunity to profit
from an increase in the market value of the underlying currency. Also, when
writing put options, a Fund accepts, in return for the option premium, the risk
that it may be required to purchase the underlying currency at a price in excess
of the currency's market value at the time of purchase.

These two Funds would normally purchase call options to seek to increase in
anticipation of an increase in the market value of a currency. They would
ordinarily realize a gain if, during the option period, the value of such
currency exceeded the sum of the exercise price, the premium paid and
transaction costs. Otherwise the Fund would realize either no gain or a loss on
the purchase of the call option. Put options may be purchased by these two Funds
for the purpose of benefiting from a decline in the value of currencies which it
does not own. They would ordinarily realize a gain if, during the option period,
the value of the underlying currency decreased below the exercise price
sufficiently to more than cover the premium and transaction costs. Otherwise
they would realize either no gain or a loss on the purchase of the put option.

SPECIAL RISKS ASSOCIATED WITH OPTIONS ON CURRENCY. An exchange traded
options position may be closed out only on an options exchange which provides a
secondary market for an option of the same series. Although a Fund will
generally purchase or write only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any particular time. For
some options no secondary market on an exchange may exist. In such event, it
might not be possible to effect closing transactions in particular options, with
the result that a Fund would have to exercise its options in order to realize
any profit and would incur transaction costs upon the sale of underlying
securities pursuant to the exercise of put options. If a Fund as a covered call
option writer is unable to effect a closing purchase

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<PAGE>
transaction in a secondary market, it will not be able to sell the underlying
currency (or security quoted or denominated in that currency) until the option
expires or it delivers the underlying currency upon exercise.

There is no assurance that higher than anticipated trading activity or other
unforeseen events might not, at times, render certain of the facilities of the
Options Clearing Corporation inadequate, and thereby result in the institution
by an exchange of special procedures which may interfere with the timely
execution of customers' orders.

The Funds may purchase and write over-the-counter options to the extent
consistent with its limitation on investments in restricted securities. See
"Investment Restrictions" in the Prospectus. Trading in over-the-counter options
is subject to the risk that the other party will be unable or unwilling to
close-out options purchased or written by the Fund.

The amount of the premiums which a Fund may pay or receive may be adversely
affected as new or existing institutions, including other investment companies,
engage in or increase their option purchasing and writing activities.

INTEREST RATE SWAPS, CURRENCY SWAPS AND INTEREST RATE CAPS, FLOORS AND
COLLARS. The Global Income Fund may enter into interest rate and currency swaps
for hedging purposes and to seek to increase total return. The International
Equity Fund may enter into currency swaps for these purposes. The Global Income
Fund may also enter into special interest rate swap arrangements such as caps,
floors and collars for both hedging purposes and to seek to increase total
return. Inasmuch as swaps are entered into for good faith hedging purposes or
are offset by a segregated account as described below, the Fund and the Adviser
believe that swaps do not constitute senior securities as defined in the Act
and, accordingly, will not treat them as being subject to the Fund's borrowing
restrictions. The net amount of the excess, if any, of the Fund's obligations
over its entitlement" with respect to each interest rate or currency swap will
be accrued on a daily basis and an amount of cash or liquid, high grade debt
securities (I.E., securities rated in one of the top three ratings categories by
Moody's or S&P, or, if unrated, deemed by the Investment Adviser to be of
comparable credit quality) having an aggregate net asset value at least equal to
such accrued excess will be maintained in a segregated account by the Fund's
custodian. A Fund will not enter into any interest rate swap (including caps,
floors and collars) or currency swap unless the credit quality of the unsecured
senior debt or the claims-paying ability of the other party thereto is
considered to be investment grade by the Adviser. If there is a default by the
other party to such a transaction, the Fund will have contractual remedies
pursuant to the agreement, related to the transaction. The swap market has grown
substantially in recent years with a large number of banks and investment
banking firms acting both as principals and as agents utilizing standardized
swap documentation. As a result, the swap market has become relatively liquid in
comparison with the markets for other similar instruments which are traded in
the interbank market. Nevertheless, the SEC staff takes the position that
currency swaps are illiquid investments subject to these Funds' 15% limitation
on such investments.

FIXED-INCOME SECURITIES

SHORT-TERM BANK AND CORPORATE OBLIGATIONS. Commercial paper represents
short-term unsecured promissory notes issued in bearer form by banks or bank
holding companies, corporations, and finance companies. The commercial paper
purchased by the Funds consists of direct U.S. dollar-denominated obligations of
domestic issuers. Bank obligations in which the Funds may invest include
certificates of deposit, bankers' acceptances, fixed time deposits and bank
notes. Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank for a definite period of time and earning a
specified return.

Bankers' acceptances are negotiable drafts or bills of exchange, normally
drawn by an importer or exporter to pay for specific merchandise, which are
"accepted" by a bank, meaning, in effect, that the bank unconditionally agrees
to pay the face value of the instrument on maturity. Fixed time deposits are
bank obligations payable at a stated maturity date and bearing interest at a
fixed rate. Fixed time

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<PAGE>
deposits may be withdrawn on demand by the investor, but may be subject to early
withdrawal penalties which vary depending upon market conditions and the
remaining maturity of the obligation. There are no contractual restrictions on
the right to transfer a beneficial interest in a fixed time deposit to a third
party, although there is no market for such deposits. Certain fixed time
deposits maturing in more than seven days may be deemed to be illiquid
securities. Bank notes rank junior to deposit liabilities of the bank and PARI
PASSU with other senior, unsecured obligations of the bank. Bank notes are
classified as "other borrowings" on a bank's balance sheet, while deposit notes
and certificates of deposit are classified as deposits. Bank notes are not
insured by the Federal Deposit Insurance Corporation or any other insurer.
Deposit notes are insured by the Federal Deposit Insurance Corporation only to
the extent of $100,000 per depositor per bank.

VARIABLE AMOUNT MASTER DEMAND NOTES. The Funds may purchase variable amount
master demand notes. These obligations permit the investment of fluctuating
amounts at varying rates of interest pursuant to direct arrangements between the
lender and borrower and are not generally transferable nor are they ordinarily
rated. A Fund may invest in them only if the Adviser believes that the notes are
of comparable quality to the other obligations in which the Fund may invest.

VARIABLE RATE AND FLOATING RATE DEMAND INSTRUMENTS. The Funds may purchase
variable and floating rate demand instruments that are debt securities that
possess a floating or variable interest rate adjustment formula. These
instruments also permit a Fund to demand payment of the principal balance plus
unpaid accrued interest upon a specified number of days' notice to the issuer or
its agent. The demand feature may be backed by a bank letter of credit or
guarantee issued with respect to such instrument.

The terms of the variable or floating rate demand instruments that a Fund
may purchase provide that interest rates are adjustable at intervals ranging
from daily up to six months, and the adjustments are based upon current market
levels, the prime rate of a bank or other appropriate interest rate adjustment
index as provided in the respective instruments. Some of these instruments are
payable on demand on a daily basis or on not more than seven days' notice.
Others, such as instruments with quarterly or semiannual interest rate
adjustments, may be put back to the issuer on designated days on not more than
thirty days's notice. Still others are automatically called by the issuer unless
the Fund instructs otherwise. The Funds intend to exercise the demand only (1)
upon a default under the terms of the debt security, (2) as needed to provide
liquidity to the Fund, (3) to maintain the respective quality standards of a
Fund's investment portfolio, or (4) to attain a more optimal portfolio
structure.

The Money Market Fund will determine the variable or floating rate demand
instruments that it will purchase in accordance with procedures approved by the
board of directors to minimize credit risks. Accordingly, any variable or
floating rate demand instrument must satisfy that Fund's credit criteria with
respect to both its long-term and short-term ratings except that where credit
support is provided, the Fund may rely solely upon the short-term rating of the
variable or floating rate demand instrument (I.E., the right to sell). A
variable or floating rate demand instrument that is unrated must have high
quality characteristics similar to those of other obligations rated high
quality. The Adviser may determine that an unrated variable or floating rate
demand instrument meets the Money Market Fund's quality criteria by reason of
being backed by a letter of credit or guarantee issued by a bank that meets the
quality criteria for that Fund. Thus, either the credit of the issuer of the
obligation or the guarantor bank or both will meet the quality standards of the
Fund.

The maturity of the variable or floating rate demand instruments held by any
of the Funds will ordinarily be deemed to be the longer of (1) the notice period
required before the Fund is entitled to receive payment of the principal amount
of the instrument or (2) the period remaining until the instrument's next
interest rate adjustment.

LOAN PARTICIPATION INTERESTS. The Money Market Fund may purchase
participation interests with remaining maturities of thirteen months or less in
loans of any maturity. Such loans must be to issuers in whose obligations the
Fund may otherwise invest. Any participation purchased by the Fund must

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<PAGE>
be issued by a bank in the United States with assets exceeding $1 billion.
Because the issuing bank does not guarantee the participation in any way, the
participations are subject to the credit risks generally associated with the
underlying corporate borrower. In addition, because it may be necessary under
the terms of the loan participation for the Fund to assert through the issuing
bank such rights as may exist against the underlying corporate borrower, in the
event the underlying corporate borrower fails to pay principal and interest when
due, the Fund may be subject to delays, expenses and risks that are greater than
those that would have been involved if the Fund had purchased a direct
obligation (such as commercial paper) of such borrower. Moreover, under the
terms of the loan participation the Money Market Fund may be regarded as a
creditor of the issuing bank (rather than of the underlying corporate borrower),
so that the Fund may also be subject to the risk that the issuing bank may
become insolvent. Further, in the event of the bankruptcy or insolvency of the
corporate borrower, the loan participation may be subject to certain defenses
that can be asserted by such borrower as a result of improper conduct by the
issuing bank. The secondary market, if any, for these loan participation is
limited and any such participation purchased by the Fund may be regarded as
illiquid.

The Money Market Fund does not believe that price quotations currently
obtainable from banks, dealers or pricing services consistently represent the
market values of participation interests. Therefore, the Company's accounting
servicing agent will, following guidelines established by the board of
directors, value the participation interests held by the Fund at fair value,
which approximates market value. In valuing a participation interest, the agent
will consider the following factors: (i) the characteristics of the
participation interest, including the cost, size, interest rate, period until
next interest rate reset, maturity and base lending rate of the participation
interest, the terms and conditions of the loan and any related agreements and
the position of the loan in the borrower's debt structure; (ii) the nature,
adequacy and value of the collateral, including the Fund's rights, remedies and
interests with respect to the collateral; (iii) the creditworthiness of the
borrower, based on an evaluation of its financial condition, financial
statements and information about the borrower's business, cash flows, capital
structure and future prospects; (iv) the market for the participation interest,
including price quotations for and trading in the participation interest and
similar participation interest or instruments and the market environment and
investor attitudes towards the participation interest or participation interests
generally; (v) the quality and creditworthiness of any intermediate
participants; and (vi) general economic or market conditions.

LOWER-RATED CORPORATE DEBT OBLIGATIONS. As described in the Prospectus, the
Capital Growth Fund Small Cap Equity Fund and Growth and Income Fund may make
certain investments including corporate debt obligations that are unrated or
rated in the lower rating categories by Standard & Poor's Corporation ("Standard
& Poor's") or by Moody's Investors Service, Inc. ("Moody's") (I.E., ratings of
BB or lower by Standard & Poor's or Ba or lower by Moody's). Bonds rated BB or
Ba or below (or comparable unrated securities) are commonly referred to as
"lower-rated" securities or as "junk bonds" and are considered speculative and
may be questionable as to principal and interest payments. In some cases, such
bonds may be highly speculative, have poor prospects for reaching investment
standing and be in default. As a result, investment in such bonds will entail
greater speculative risks than those associated with investment in
investment-grade bonds (I.E., bonds rated AAA, AA, A or BBB by Standard & Poor's
or Aaa, Aa, A or Baa by Moody's). See Appendix A for a description of the
ratings issued by investment rating services.

The amount of junk bond securities outstanding has proliferated in
conjunction with the increase in merger and acquisition and leveraged buyout
activity. An economic downturn could severely affect the ability of highly
leveraged issuers of junk bonds to service their debt obligations or to repay
their obligations upon maturity. Factors having an adverse impact on the market
value of lower rated securities will have an adverse effect on a Fund's net
asset value to the extent it invests in such securities. In addition, a Fund may
incur additional expenses to the extent it is required to seek recovery upon a
default in payment of principal or interest on its portfolio holdings.

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<PAGE>
The secondary market for junk bond securities, which is concentrated in
relatively few market makers, may not be as liquid as the secondary market for
more highly rated securities, a factor which may have an adverse effect on a
Fund's ability to dispose of a particular security when necessary to meet its
liquidity needs. Under adverse market or economic conditions, the secondary
market for junk bond securities could contract further, independent of any
specific adverse changes in the condition of a particular issuer. As a result, a
Fund's Adviser could find it more difficult to sell these securities or may be
able to sell the securities only at prices lower than if such securities were
widely traded. Prices realized upon the sale of such lower rated or unrated
securities, under these circumstances, may be less than the prices used in
calculating a Fund's net asset value.

Certain proposed and recently enacted federal laws including the required
divestiture by federally insured savings and loan associations of their
investments in junk bonds and proposals designed to limit the use, or tax and
other advantages, of junk bond securities could adversely affect a Fund's net
asset value and investment practices. Such proposals could also adversely affect
the secondary market for junk bond securities, the financial condition of
issuers of these securities and the value of outstanding junk bond securities.
The form of such proposed legislation and the probability of such legislation
being passed are uncertain.

Since investors generally perceive that there are greater risks associated
with lower-rated debt securities, the yields and prices of such securities may
tend to fluctuate more than those for higher rated securities. In the lower
quality segments of the fixed-income securities market, changes in perceptions
of issuers' creditworthiness tend to occur more frequently and in a more
pronounced manner than do changes in higher quality segments of the fixed-income
securities market resulting in greater yield and price volatility.

Another factor which causes fluctuations in the prices of fixed-income
securities is the supply and demand for similarly rated securities. In addition,
the prices of fixed-income securities fluctuate in response to the general level
of interest rates. Fluctuations in the prices of portfolio securities subsequent
to their acquisition will not affect cash income from such securities but will
be reflected in a Fund's net asset value.

Lower-rated (and comparable non-rated) securities tend to offer higher
yields than higher-rated securities with the same maturities because the
historical financial condition of the issuers of such securities may not have
been as strong as that of other issuers. Since lower rated securities generally
involve greater risks of loss of income and principal than higher-rated
securities, investors should consider carefully the relative risks associated
with investment in securities which carry lower ratings and in comparable
non-rated securities. In addition to the risk of default, there are the related
costs of recovery on defaulted issues. The Advisers will attempt to reduce these
risks through diversification of these Funds' portfolios and by analysis of each
issuer and its ability to make timely payments of income and principal, as well
as broad economic trends in corporate developments.

ZERO COUPON BONDS. The Capital Growth Fund Small Cap Equity Fund,
International Equity Fund, Growth and Income Fund and Global Income Fund may
invest in zero coupon bonds which are debt obligations that do not entitle the
holder to any periodic payments of interest prior to maturity or provide for a
specified cash payment date when the bonds begin paying current interest. As a
result, zero coupon bonds are generally issued and traded at a significant
discount from their face value. The discount approximates the present value
amount of interest the bonds would have accrued and compounded over the period
until maturity.

Zero coupon bonds benefit the issuer by mitigating its initial need for cash
to meet debt service, but generally provide a higher rate of return to
compensate investors for the deferment of cash interest or principal payments.
Such securities are often issued by companies that may not have the capacity to
pay current interest and so may be considered to have more risk than current
interest-bearing securities. In addition, the market price of zero coupon bonds
generally is more volatile than

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<PAGE>
the market prices of securities that provide for the periodic payment of
interest. The market prices of zero coupon bonds are likely to fluctuate more in
response to changes in interest rates than those of interest-bearing securities
having similar maturities and credit quality.

Zero coupon bonds carry the additional risk that, unlike securities that
provide for the periodic payment of interest to maturity, the Funds will realize
no cash until a specified future payment date unless a portion of such
securities is sold. If the issuer of such securities defaults, the Funds may
obtain no return at all on their investment. In addition, a Fund's investment in
zero coupon bonds may require it to sell certain of its portfolio securities to
generate sufficient cash to satisfy certain income distribution requirements.
See "Taxation" below.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. All of the Funds may invest in
mortgage-backed securities, which represent direct or indirect participation in,
or are collateralized by and payable from, mortgage loans secured by real
property. These Funds may also invest in asset-backed securities, which
represent participation in, or are secured by and payable from, assets such as
motor vehicle installment sales, installment loan contracts, leases of various
types of real and personal property, receivables from revolving credit (I.E.,
credit card) agreements and other categories of receivables. Such assets are
securitized though the use of trusts and special purpose corporations. Payments
or distributions of principal and interest may be guaranteed up to certain
amounts and for a certain time period by a letter of credit or a pool insurance
policy issued by a financial institution unaffiliated with the trust or
corporation, or other credit enhancements may be present.

Mortgage-backed and asset-backed securities are often subject to more rapid
repayment than their stated maturity date would indicate as a result of the
pass-through of prepayments of principal on the underlying loans. A Fund's
ability to maintain positions in such securities will be affected by reductions
in the principal amount of such securities resulting from prepayments, and its
ability to reinvest the returns of principal at comparable yields is subject to
generally prevailing interest rates at that time. To the extent that a Fund
invests in mortgage-backed and asset-backed securities, the values of its
portfolio securities will vary with changes in market interest rates generally
and the differentials in yields among various kinds of U.S. Government
Securities and other mortgage-backed and asset-backed securities.

Asset-backed securities present certain additional risks that are not
presented by mortgage-backed securities because asset-backed securities
generally do not have the benefit of a security interest in collateral that is
comparable to mortgage assets. Credit card receivables are generally unsecured
and the debtors on such receivables are entitled to the protection of a number
of state and federal consumer credit laws, many of which give such debtors the
right to set-off certain amounts owed on the credit cards, thereby reducing the
balance due. Automobile receivables generally are secured, but by automobiles
rather than residential real property. Most issuers of automobile receivables
permit the loan servicers to retain possession of the underlying obligations. If
the servicer were to sell these obligations to another party, there is a risk
that the purchaser would acquire an interest superior to that of the holders of
the asset-backed securities. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state
laws, the trustee for the holders of the automobile receivables may not have a
proper security interest in the underlying automobiles. Therefore, there is the
possibility that, in some cases, recoveries on repossessed collateral may not be
available to support payments on these securities.

WARRANTS AND RIGHTS

The Select Equity Fund, Capital Growth Fund Small Cap Equity Fund,
International Equity Fund and Growth and Income Fund each may invest up to 5% of
its total assets, calculated at the time of purchase, in warrants or rights
(other than those acquired in units or attached to other securities) which
entitle the holder to buy equity securities at a specific price for a specific
period of time but will do so only if such equity securities are deemed
appropriate by the Adviser for investment by the Fund. The Funds will each not
invest more than 2% of their total assets, calculated at the time of purchase,

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in warrants or rights which are not listed on the New York or American Stock
Exchanges. Warrants and rights have no voting rights, receive no dividends and
have no rights with respect to the assets of the issuer.

REAL ESTATE INVESTMENT TRUSTS

The Capital Growth Fund, Small Cap Equity Fund and the Growth and Income
Fund may invest in shares of real estate investment trusts ("REITs"). REITs are
pooled investment vehicles that invest primarily in income producing real estate
or real estate related loans or interest. REITs are generally classified as
equity REITs, mortgage REITs or a combination of equity and mortgage REITs.
Equity REITs invest the majority of their assets directly in real property and
derive income primarily from the collection of rents. Equity REITs can also
realize capital gains by selling properties that have appreciated in value.
Mortgage REITs invest the majority of their assets in real estate mortgages and
derive income from the collection of interest payments. REITs invest the
majority of their assets in real estate mortgages and derive income from the
collection of interest payments. REITs are not taxed on income distributed to
shareholders provided they comply with several requirements of the Code. A Fund
will indirectly bear its proportionate share of any expenses paid by REITs in
which it invests in addition to the expenses paid by a Fund.

Investing in REITs involves certain unique risks. Equity REITs may be
affected by changes in the value of the underlying property owned by such REITs,
while mortgage REITs may be affected by the quality of any credit extended.
REITs are dependent upon management skills, are not diversified (except to the
extent the Code requires), and are subject to the risks of financing projects.
REITs are subject to heavy cash flow dependency, default by borrowers,
self-liquidation, and the possibilities of failing to qualify for the exemption
from tax for distributed income under the Code and failing to maintain their
exemptions from the Investment Company Act of 1940. REITs (especially mortgage
REITs) are also subject to interest rate risks.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

All of the Funds may purchase securities on a when-issued basis or purchase
or sell securities on a forward commitment basis. These transactions involve a
commitment by the Fund to purchase or sell securities at a future date. The
price of the underlying securities (usually expressed in terms of yield) and the
date when the securities will be delivered and paid for (the settlement date)
are fixed at the time the transaction is negotiated. When-issued purchases and
forward commitment transactions are negotiated directly with the other party,
and such commitments are not traded on exchanges, but may be traded
over-the-counter.

A Fund will purchase securities on a when-issued basis or purchase or sell
securities on a forward commitment basis only with the intention of completing
the transaction and actually purchasing or selling the securities. If deemed
advisable as a matter of investment strategy, however, a Fund may dispose of or
negotiate a commitment after entering into it. A Fund also may sell securities
it has committed to purchase before those securities are delivered to it on the
settlement date. The Fund may realize a capital gain or loss in connection with
these transactions. For purposes of determining a Fund's average dollar weighted
maturity, the maturity of when-issued or forward commitment securities will be
calculated from the commitment date.

When a Fund purchases securities on a when-issued or forward commitment
basis, the Fund's custodian or subcustodian will maintain in a segregated
account cash or liquid, high grade debt securities having a value (determined
daily) at least equal to the amount of the Fund's purchase commitments. In the
case of a forward commitment to sell securities subject to such commitment, the
custodian or subcustodian will hold the portfolio securities in a segregated
account while the commitment is outstanding. These procedures are designed to
ensure that the Fund will maintain sufficient assets at all times to cover its
obligations under when-issued purchases and forward commitments.

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INVESTMENT RESTRICTIONS

FUNDAMENTAL RESTRICTIONS

The following investment restrictions have been adopted by the Company as
fundamental policies for the Fund to which each applies, as shown below. A
fundamental policy is one that cannot be changed without the affirmative vote of
the holders of a majority (as defined in the Act) of the outstanding votes
attributable to the shares of a Fund. The investment objective or objectives of
each Fund and all other investment policies or practices of the Fund are
considered by the Company not to be fundamental and accordingly may be changed
by the Company's board of directors without shareholder approval. See
"Investment Objective and Policies" in the Fund's Prospectus. For purposes of
the Act, "majority" means the lesser of (a) 67% or more of the votes
attributable to shares of the Fund present at a meeting, if the holders of more
than 50% of such votes are present or represented by proxy, or (b) more than 50%
of the votes attributable to shares of the Fund.

None of the Funds may:

1. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow in connection with the writing of covered put
and call options and the purchase of securities on a forward commitment or
delayed-delivery basis and collateral and initial or variation margin
arrangements with respect to currency transactions, options, futures
contracts (including those relating to indices), and options on futures
contracts or indices.

2. Purchase securities on margin, except for such short-term credits as
are necessary for the clearance of transactions, but a Fund may make margin
deposits in connection with transactions in currencies, options, futures
contracts and options on futures contracts.

3. Sell securities short or maintain a short position except for short
sales against-the-box.

4. Underwrite securities issued by others, except to the extent that
the sale of portfolio securities by a Fund may be deemed to be underwriting.

5. Purchase, hold or deal in real estate (including real estate limited
partnerships) or oil, gas or mineral leases, although a Fund may purchase
and sell securities that are secured by real estate or interests therein and
may purchase mortgage-related securities and securities issued by real
estate investment trusts and may hold and sell real estate acquired for the
Fund as a result of the ownership of securities.

6. Invest in commodities except that a Fund may purchase and sell
futures contracts, including those relating to securities, currencies and
indices, and options on futures contracts, securities, currencies or
indices, and purchase and sell currencies or securities on a forward
commitment or delayed-delivery basis as described in the Prospectus.

7. Lend any money or other assets except through the purchase of all or
a portion of an issue of securities or obligations of the type in which the
Fund may invest. However, a Fund may lend its portfolio securities in an
amount not to exceed one-third of the value of its total assets.

8. Issue any senior security (as such term is defined in Section 18(f)
of the Act) except as otherwise permitted under these fundamental investment
restrictions.

9. Alone or together with any other of the Funds, make investments for
the purpose of exercising control over, or management of, any issuer.

10. Borrow money except from banks for temporary or short-term purposes
and then only if each maintains asset coverage of at least 300% for such
borrowings. For purposes of this investment restriction, transactions in
currency, swaps, options, futures contracts, including those

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relating to indices, forward contracts, options on futures contracts or
indices and forward commitment transactions shall not constitute borrowing.
None of the Funds will purchase securities when such borrowings exceed 5% of
its assets.

Fund-specific restrictions:

11(a). Each of the Funds other than the Money Market Fund may not
invest more than 25% of the value of its total assets in the securities of
issuers conducting their principal business activities in the same industry.
This limitation does not apply to U.S. Government Securities.

11(b). The Money Market Fund will not purchase securities if such
purchase would cause more than 25% of its total assets to be invested in the
securities of one or more issuers having their principal business activities
in the same industry. This limitation, however, will not apply to U.S.
Government Securities, obligations (other than commercial paper) issued or
guaranteed by U.S. banks and U.S. branches of foreign banks, and repurchase
agreements and securities loans collateralized by U.S. Government Securities
or such bank obligations. (For the purposes of this restriction, telephone
companies are considered to be a separate industry from water, gas, or
electric utilities, personal credit finance companies and business credit
finance companies are considered separate industries and wholly-owned
finance companies are considered to be in the industries of their parents if
their activities are primarily related to financing the activities of their
parents.)

12. The Money Market Fund, Select Equity Fund, Capital Growth Fund and
the Growth and Income Fund each may not, as to 75% of the total assets of
each at the time of purchase, purchase the securities of any issuer if more
than 5% of the value of the Fund's total assets would be invested in such
securities.

NON-FUNDAMENTAL RESTRICTIONS

In addition to the investment restrictions mentioned above, the directors of
the Company have adopted certain non-fundamental restrictions for each Fund as
shown below. Non-fundamental restrictions represent the current intentions of
the Company's board of directors and they differ from fundamental investment
restrictions in that they may be changed or amended by the board of directors
without prior notice to or approval of shareholders.

None of the Funds (except the Global Income Fund) may:

1. Purchase the securities of any issuer if by such purchase the Fund
would own more than 10% of the outstanding voting securities of such issuer.

Fund specific restrictions:

2. The Select Equity Fund, Capital Growth Fund, Small Cap Equity Fund,
International Equity Fund and Growth and Income Fund will each not write
covered calls or put options with respect to more than 25% of the value of
its net assets, invest more than 25% of its net assets in puts, calls,
spreads or straddles, or any combination thereof other than protective put
options. The aggregate value of premiums paid on all options held by one of
these Funds at any time will not exceed 20% of the Fund's total net assets.

3(a). The Funds other than the Money Market Fund each will not invest
(a) more than 15% or its net assets in illiquid investments, including
repurchase agreements maturing in more than seven days, securities that are
not readily marketable and restricted securities not eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 (the "1933 Act"); (b)
more than 15% of its nets assets in restricted securities (including those
eligible for resale under Rule 144A).

3(b). The Money Market Fund will not invest in illiquid securities,
including certain repurchase agreements or time deposits maturing in more
than seven days, if, as a result thereof, more than 10% of the value of its
total assets would be invested in assets that are either illiquid or are not
readily marketable.

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4. The Small Cap Equity Fund, International Equity Fund and the Global
Income Fund each may not, as to 75% of the total assets of each at the time
of purchase, purchase the securities of any issuer if more than 10% of the
value of the Fund's total assets would be invested in such securities.

5. The International Equity Fund and the Global Income Fund will each
not invest in foreign issuers unless after such investment issuers in at
least the following number of different countries are represented in the
Fund's portfolio: if up to 40% of the Fund's total assets are invested in
foreign issuers, two foreign countries; if between 40% and 60% of the Fund's
total assets are invested in foreign issuers, three foreign countries; if
between 60% and 80% of the Fund's total assets are invested in foreign
issuers, four foreign countries; and if over 80% of the Fund's total assets
are invested in foreign issuers, five foreign countries.

INTERPRETIVE RULES

For purposes of the foregoing limitations, any limitation which involves a
maximum percentage will not be violated unless an excess over the percentage
occurs immediately after, and is caused by, an acquisition or encumbrance of
securities or assets of, or borrowings by, a Fund. In addition, with regard to
exceptions recited in a restriction, a Fund may only rely on an exception if its
investment objective(s) or policies (as disclosed in the Prospectus) otherwise
permit it to rely on the exception.

INVESTMENT MANAGER

Investment Distributors Advisory Services, Inc. ("IDASI"), 2801 Highway 280
South, Birmingham, Alabama 35223, is the investment manager of the Company and
its Funds. IDASI is a wholly-owned subsidiary of Protective Life Corporation
("PLC"), an insurance holding company whose common stock is traded on the New
York Stock Exchange. PLC's principal operating subsidiary is Protective Life
Insurance Company, a stock life insurance company which maintains its
administrative offices in Birmingham, Alabama. Protective Life was incorporated
in Alabama in 1907 and changed its state of domicile from Alabama to Tennessee
in 1992. Protective Life's principal business is the writing of individual and
group life and health insurance contracts, annuity contracts, and guaranteed
investment contracts.

The Investment Manager has no direct previous experience in providing
management services for investment companies; however, its officers, most of
whom are officers of Protective Life, have extensive experience in the
development and distribution of investment products, particularly guaranteed
investment contracts. In addition, the Investment Manager has retained the
Advisers, entities that have extensive experience managing the assets of
investment companies, pension plans and other clients, to manage the investment
and reinvestment of the Funds' assets.

INVESTMENT MANAGEMENT AGREEMENT

The Investment Manager has entered into an investment management agreement,
dated March 3, 1994, with the Company under which the Investment Manager assumes
overall responsibility, subject to the supervision of the Company's board of
directors, for administering all operations of the Company and for monitoring
and evaluating the management of the assets of each of the Funds by the Advisers
on an ongoing basis. The Investment Manager provides or arranges for the
provision of the overall business management and administrative services
necessary for the Company's operations and furnishes or procures any other
services and information necessary for the proper conduct of the Company's
business. The Investment Manager also acts as liaison among, and supervisor of,
the various service providers to the Company, including the custodian, transfer
agent, and accounting services agent and to its own administration agent that
performs services for the Company on its behalf. The Investment Manager is also
responsible for overseeing the Company's compliance with the requirements of
applicable law and in conformity with each Fund's investment objective(s),
policies and restrictions, including oversight of the Advisers.

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<PAGE>

For its services to the Company, the Investment Manager receives a monthly
management fee. The fee is deducted daily from the assets of each of the Funds
and paid to the Investment Manager monthly. The fee for each Fund is based on
the average daily net assets of the Fund at the following annual rates: Money
Market Fund .60%, Select Equity Fund .80%, Capital Growth Fund .80%, Small Cap
Equity Fund .80%, International Equity Fund 1.10%, Growth and Income Fund .80%,
and Global Income Fund 1.10%. For the fiscal period March 14, 1994 to December
31, 1994, the Funds incurred the following management fees to the Investment
Manager: Money Market Fund $17,340, Select Equity Fund $53,590, Small Cap Equity
Fund $69,118, International Equity Fund $121,044, Growth and Income Fund
$120,322, and Global Income Fund $88,827.

The investment management agreement does not place limits on the operating
expenses of the Company or of any Fund. However, the Investment Manager has
voluntarily undertaken to pay any such expenses (but not including brokerage or
other portfolio transaction expenses or expenses of litigation, indemnification,
taxes or other extraordinary expenses) to the extent that such expenses, as
accrued for each Fund, exceed the following percentages of that Fund's average
daily net assets on an annualized basis: Money Market Fund, .60%; Capital Growth
Fund, .80%; Select Equity Fund, .80%; Small Cap Equity Fund, .80%; International
Equity Fund, 1.10%; Growth and Income Fund, .80%; and Global Income Fund, 1.10%.
This reduction of expenses will increase the yield or total return of the Funds
for any period for which it remains in effect. The Investment Manager may
withdraw this undertaking to pay expenses as to any or all of the Funds upon 120
days notice to the Company.

The investment management agreement provides that the Investment Manager may
render similar services to others so long as the services that it provides
thereunder are not impaired thereby. The investment management agreement also
provides that the Investment Manager shall not be liable for any error of
judgment or mistake of law or for any loss arising out of any investment or for
any act or omission in the management of the Company, except for (i) willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its duties or obligations under the
investment management agreement, and (ii) to the extent specified in Section
36(b) of the Act concerning loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation.

The investment management agreement was approved for each Fund (other than
Capital Growth Fund) by the directors of the Company, including a majority of
the directors of the Company who are not parties to the agreement or "interested
persons" (as such term is defined in the Act) of any party thereto (the
"non-interested directors"), on February 8, 1994, and by the sole initial
shareholder of the Fund on March 2, 1994. The investment management agreement
was approved for Capital Growth Fund by the directors of the Company, including
a majority of the non-interested directors on May 2, 1995 and by the sole
initial shareholder of the Fund on May __, 1995. The investment management
agreement will remain in effect from year to year provided such continuance is
specifically approved as to each Fund at least annually by (a) the vote of a
majority of the votes attributable to shares of the Fund or a majority of the
directors of the Company, and (b) the vote of a majority of the non-interested
directors of the Company, cast in person at a meeting called for the purpose of
voting on such approval. The investment management agreement will terminate
automatically if assigned (as defined in the Act) and is terminable as to any
Fund at any time without penalty by the directors of the Company or by vote of a
majority of the votes attributable to outstanding voting securities of the
applicable Fund on 60 days' written notice to the Investment Manager and by the
Investment Manager on 60 days' written notice to the Company.

EXPENSES OF THE COMPANY

The company incurs certain operating and general administrative expenses in
addition to the Investment Manager's fee. These expenses, which are accrued
daily, include but are not limited to: taxes; expenses for legal and auditing
services; costs of printing; charges for custody services; transfer agent fees,
if any; expenses of redemption of shares; expense of registering shares under
federal and state securities laws; accounting costs; insurance; interest;
brokerage costs, and other expenses properly payable by the Company.

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<PAGE>
In general, each Fund is charged for the expenses incurred in its operations
as well as for a portion of the Company's general administrative expenses,
allocated on the basis of the asset size of the respective Funds, or by the
board of directors as appropriate. Expenses other than the Investment Manager's
fee that are borne directly and paid individually by a Fund include, but are not
limited to, brokerage commissions, dealer markups, taxes, custody fees, and
other costs properly payable by the Fund. Expenses which are allocated among the
Funds include, but are not limited to, directors' fees and expenses, independent
accountant fees, transfer agent fees, expenses of redemption, insurance costs,
legal fees, and all other costs of operation properly payable by the Company.

INVESTMENT ADVISERS

Goldman Sachs Asset Management, One New York Plaza, New York, New York
10004, a separate operating division of Goldman Sachs, acts as the investment
adviser of the Money Market Fund, Select Equity Fund, Capital Growth Fund, Small
Cap Equity Fund and Growth and Income Fund. Goldman Sachs Asset Management
International, 140 Fleet Street, London EC4A 2BJ England, an affiliate of
Goldman Sachs, acts as the investment adviser to the International Equity Fund
and the Global Income Fund. Both Goldman Sachs and GSAMI are registered with the
SEC as investment advisers. In performing its investment advisory services to
the International Equity Fund and the Global Income Fund, GSAMI, while remaining
responsible for advising these Funds, may draw upon the research and market
expertise of its affiliates, including Goldman Sachs Asia, Ltd. (its Hong Kong
affiliate) and Goldman Sachs Asset Management Japan Limited. As of March 31,
1995, the Advisers, together with their affiliates, acted as investment adviser,
administrator or distributor for approximately $__ billion in assets.

Founded in 1869, Goldman Sachs is among the oldest and largest investment
banking firms in the United States. Goldman Sachs is a leader in developing
portfolio strategies and in many fields of investing and financing,
participating in financial markets worldwide and serving individuals,
institutions, corporations and governments. Goldman Sachs is among the principal
market sources for current and thorough information on companies, industrial
sectors, markets, economies and currencies, and trades and makes markets in a
wide range of equity and debt securities 24-hours a day. The firm is
headquartered in New York and has offices throughout the United States and in
Beijing, Frankfurt, George Town, Hong Kong, London, Madrid, Milan, Montreal,
Osaka, Paris, Seoul, Shanghai, Singapore, Sydney, Taipei, Tokyo, Toronto,
Vancouver and Zurich. It has trading professionals throughout the United States,
as well as in London, Tokyo, Hong Kong and Singapore. The active participation
of Goldman Sachs in the world's financial markets enhances its ability to
identify attractive investments.

The Advisers are able to draw on the substantial research and market
expertise of Goldman Sachs, whose investment research effort is one of the
largest in the industry. With an annual equity research budget approaching $120
million, Goldman Sachs's Investment Research Department covers approximately
1,700 companies, including approximately 1,000 U.S. corporations in 60
industries. The in-depth information and analyses generated by Goldman Sachs's
research analysts are available to the Advisers. For more than a decade, Goldman
Sachs has been among the top-ranked firms in INSTITUTIONAL INVESTOR'S annual
"All-America Research Team" survey. In addition, many of Goldman Sachs's
economists, securities analysts, portfolio strategists and credit analysts have
consistently been highly ranked in respected industry surveys conducted in the
U.S. and abroad. Goldman Sachs is also among the leading investment firms using
quantitative analysis (now used by a growing number of investors) to structure
and evaluate portfolios.

In connection with the Funds' investments in foreign securities and related
transactions in foreign currencies, the Adviser has access to Goldman Sachs's
economics team, based in London, which is internationally recognized for its
skill in currency forecasting and international economics.

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<PAGE>
The fixed-income research capabilities of Goldman Sachs available to each of
the Advisers include the Goldman Sachs Fixed-Income Research Department and the
Credit Department. The Fixed-Income Research Department monitors developments in
U.S. and foreign fixed-income markets, assesses the outlooks for various sectors
of the markets and provides relative value comparisons, as well as analyzes
trading opportunities within and across market sectors. The Fixed-Income
Research Department is at the forefront in developing and using computer-based
tools for analyzing fixed-income securities and markets, developing new
fixed-income products and structuring portfolio strategies for investment policy
and tactical asset allocation decisions. The Credit Department tracks specific
governments, regions and industries and from time to time may review the credit
quality of a Fund's investments.

In addition to fixed-income research and credit research, both Advisers are
supported by Goldman Sachs's economics research. The Economics Research
Department conducts economic, financial and currency markets research which
analyzes economic trends and interest and exchange rate movements worldwide. The
Economics Research Department tracks factors such as inflation and money supply
figures, balance of trade figures, economic growth, commodity prices, monetary
and fiscal policies, and political events that can influence interest rates and
currency trends. The success of Goldman Sachs's international research team has
brought wide recognition to its members. The team has earned top rankings in the
INSTITUTIONAL INVESTOR annual "All British Research Team Survey" in the
following categories: Economics (U.K.) 1986-1993; Economics/International
1989-1993; and Currency Forecasting 1986-1993. In addition, the team has also
earned top rankings in the annual "Extel Financial Survey" of U.K. investment
managers in the following categories: U.K. Economy 1989-1994; International
Economies 1986, 1988-1994; and Currency Movements 1986-1993.

In allocating assets in a Fund's portfolio among currencies, the Advisers
will have access to the Global Asset Allocation Model developed by Dr. Fischer
Black and Robert Litterman, Co-head of Goldman Sachs's Research and Model
Development Group. The model is based on the observation that the prices of all
financial assets, including foreign currencies, will adjust until investors
globally are comfortable holding the pool of outstanding assets. Using the
model, the Advisers will estimate the total returns from each currency sector
which are consistent with the average investor holding a portfolio equal to the
market capitalization of the financial assets among those currency sectors.
These estimated equilibrium returns are then combined with Goldman Sachs's
research professionals' expectations to produce an optimal currency and asset
allocation for the level of risk suitable for a Fund's investment objective and
criteria. In allocating a Fund's assets among currencies, the Advisers will also
have access to Goldman Sachs's economics team, which is internationally
recognized for its skill in currency forecasting and international economics.

INVESTMENT ADVISORY AGREEMENTS

Each Adviser has entered into an investment advisory agreement, dated March
2, 1994, with the Investment Manager in connection with each Fund it advises.
Under the agreements, the Adviser, subject to the general supervision of the
Company's board of directors, manages the investment portfolio of each Fund.
Under the investment advisory agreements, the Advisers are responsible for
making investment decisions for the Funds and for placing the purchase and sale
orders for the portfolio transactions of each Fund. In this capacity, the
Advisers obtain and evaluate appropriate economic, statistical, timing, and
financial information and formulates and implements investment programs in
furtherance of each Fund's investment objective(s).

As compensation for its services to the Funds on behalf of the Investment
Manager, the Advisers receive a monthly fee from the Investment Manager based on
the average daily net assets of each Fund at the following annual rates:

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<PAGE>

of the next $150 million, and .20% of assets in excess of $200 million;
International Equity Fund and Global Income Fund, .40% of the first $50
million, .30% of the next $100 million, .25% of the next $100 million, and
.20% of the assets in excess of $250 million.

For the fiscal period March 14, 1994 to December 31, 1994, the Investment
Manager incurred the following fees to the Advisers in connection with each of
the Funds: Money Market Fund $10,105, Select Equity Fund $26,395, Small Cap
Equity Fund $34,560, International Equity Fund $44,016, Growth and Income Fund
$60,162, and Global Income Fund $32,301.

The Funds' investment advisory agreements each provide that the Advisers may
render similar services to others so long as the services that they provide
thereunder are not impaired thereby.

The investment advisory agreement for each Fund (other than Capital Growth
Fund) was approved by the directors of the Company, including a majority of the
directors of the Company who are not parties to the investment advisory
agreement or "interested persons" (as such term is defined in the Act) of any
party thereto (the "non-interested directors"), on February 8, 1994, and by the
sole initial shareholder of the Fund on March 2, 1994. The investment advisory
agreement for Capital Growth Fund was approved by the directors, including a
majority of non-interested directors, on May 2, 1995 and by the sole initial
shareholder of the Fund on May __, 1995. The foregoing agreements (except for
the Capital Growth Fund agreement) will remain in effect until March 2, 1996 and
from year to year thereafter provided such continuance is specifically approved
at least annually by (a) the vote of a majority of the votes attributable to
shares of the Fund or a majority of the directors of the Company, and (b) the
vote of a majority of the non-interested directors of the Company, cast in
person at a meeting called for the purpose of voting on such approval. The
investment advisory agreements will each terminate automatically if assigned (as
defined in the Act) and each is terminable at any time without penalty by the
directors of the Company or by vote of a majority of the votes attributable to
outstanding voting securities of the applicable Fund on 60 days' written notice
to the Adviser and by the Adviser on 60 days' written notice to the Company.

ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER ACCOUNTS MANAGED BY
GOLDMAN SACHS AND ITS AFFILIATES.__The involvement of the Adviser and Goldman
Sachs and their affiliates in the management of, or their interests in, other
accounts and other activities of Goldman Sachs may present conflicts of interest
with respect to the Funds or limit their investment activities.

Goldman Sachs and its affiliates, including, without limitation, the
Advisers and their advisory affiliates, have proprietary interests in, and may
manage or advise with respect to funds or accounts (including insurance company
separate accounts and other collective investment vehicles), which have
investment objectives similar to those of the Funds and/or which engage in
transactions in the same types of securities, currencies and instruments as the
Funds. Goldman Sachs and its affiliates are major participants in the global
currency, equities, swap and fixed-income markets. As such, Goldman Sachs and
its affiliates are actively engaged in transactions in the same types of
securities, currencies and instruments in which the Funds invest. Such
activities could affect the prices and availability of the securities,
currencies and instruments in which the Funds will invest, which could have an
adverse impact on a Fund's performance. Such transactions, particularly in
respect of proprietary accounts or customer accounts other than those advised or
managed by the Advisers and their advisory affiliates, will be executed
independently of a Fund's transactions and thus at prices or rates that may be
more or less favorable. When the Advisers and their advisory affiliates seek to
purchase or sell the same assets for their managed accounts, including a Fund,
the assets actually purchased or sold may be allocated among the accounts on a
basis determined in their good faith discretion to be equitable. In some cases,
this system may adversely affect the size or the price of the assets purchased
or sold for a Fund.

From time to time, a Fund's activities may be restricted because of
regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or
their internal policies, designed to comply with

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<PAGE>

such restrictions. As a result, there may be periods, for example, when the
Advisers will not initiate or recommend certain types of transactions in certain
securities or instruments with respect to which the Advisers and/or their
affiliates are performing services or when position limits have been reached.

In connection with their advice to the Funds, the Advisers may have access
to certain fundamental analysis and proprietary technical models developed by
Goldman Sachs and other affiliates. The Advisers will not be under any
obligation, however, to effect transactions on behalf of a Fund in accordance
with such analysis and models. In addition, neither Goldman Sachs nor any of its
affiliates will have any obligation to make available any information regarding
their proprietary activities or strategies, or the activities or strategies used
for other accounts managed by them, for the benefit of a Fund and it is not
anticipated that the Advisers will have access to such information for the
purpose of managing the Funds. The proprietary activities or portfolio
strategies of Goldman Sachs and its affiliates or the activities or strategies
used for accounts managed by them or other customer accounts, could conflict
with the transactions and strategies employed by the Advisers in advising the
Funds.

The results of a Fund's investment activities may differ significantly from
the results achieved by the Advisers and their affiliates for the proprietary
accounts or accounts (including mutual funds, insurance company separate
accounts or other collective investment vehicles) managed or advised by them. It
is possible that Goldman Sachs and its affiliates and such other accounts will
achieve investment results which are substantially more or less favorable than
the results achieved by a Fund. Moreover, it is possible that a Fund will
sustain losses during periods in which Goldman Sachs and its affiliates achieve
significant profits on their trading for proprietary or other accounts. The
opposite result is also possible.

The investment activities of Goldman Sachs and its affiliates for their
proprietary accounts and accounts under their management may also limit the
investment opportunities for a Fund in certain countries having emerging
economies and securities markets in which limitations are imposed upon the
aggregate amount of investment, in the aggregate or in individual issuers, by
affiliated foreign investors.

An investment policy committee, which may include partners of Goldman Sachs
and its affiliates, may develop general policies regarding a Fund's activities,
but will not be involved in the day-to-day management of the Funds. In such
instances, those individuals may, as a result, obtain information regarding the
Fund's proposed investment activities which is not generally available to the
public. In addition, by virtue of their affiliation with Goldman Sachs, any such
member of an investment policy committee will have direct or indirect interests
in the activities of Goldman Sachs and its affiliates in securities, currencies
and investments similar to those in which the Funds invest.

In addition, certain principals and certain employees of the Advisers are
also principals or employees of Goldman Sachs or its affiliated entities. As a
result, the performance by these principals and employees of their obligations
to such other entities may be a consideration of which investors in a Fund
should be aware.

The Advisers may enter into transactions and invest in currencies or other
instruments on behalf of a Fund in which customers of Goldman Sachs serve as the
counterparty, principal or issuers. In such cases, such party's interests in the
transaction will be adverse to the interests of a Fund, and such party may have
no incentive to assure that the Funds obtain the best possible prices or terms
in connection with the transactions. Goldman Sachs and its affiliates may also
create, write or issue derivative instruments for customers of Goldman Sachs or
its affiliates, the underlying securities, instruments of which may be those in
which a Fund invests or which may be based on the performance of a Fund. The
Funds may, subject to applicable law, purchase investments which are the subject
of an underwriting or other distribution by Goldman Sachs or its affiliates and
may also enter into transactions with other clients of Goldman Sachs or its
affiliates where such other clients have interests adverse to those of the
Funds. The Funds will deal with Goldman Sachs and its affiliates on an arm's-
length basis.

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Each Fund will be required to establish business relationships with its
counterparties based on the Fund's own credit standing. Neither Goldman Sachs
nor its affiliates will have any obligation to allow their credit to be used in
connection with a Fund's establishment of its business relationships, nor is it
expected that a Fund's counterparties will rely on the credit of Goldman Sachs
or any of its affiliates in evaluating the Fund's creditworthiness.

It is possible that a Fund's holdings will include securities of entities
for which Goldman Sachs performs investment banking services as well as
securities of entities in which Goldman Sachs makes a market. From time to time,
Goldman Sachs' activities may limit the Funds' flexibility in purchases and
sales of securities. When Goldman Sachs is engaged in an underwriting or other
distribution of securities of an entity, the Advisers may be prohibited from
purchasing or recommending the purchase of certain securities of that entity for
the Funds.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisers are responsible for decisions to buy and sell securities for
the Funds, the selection of brokers and dealers to effect the transactions and
the negotiation of brokerage commissions, if any. Purchases and sales of
securities on a securities exchange are effected through brokers who charge a
negotiated commission for their services. Orders may be directed to any broker
including, to the extent and in the manner permitted by applicable law, Goldman
Sachs.

In the over-the-counter market, securities are generally traded on a "net"
basis with dealers acting as principal for their own accounts without a stated
commission, although the price of a security usually includes a profit to the
dealer. 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. On occasion, certain money
market instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid. The Company will not deal with Goldman Sachs
in any transaction in which Goldman Sachs acts as principal.

In placing orders for portfolio securities of a Fund, its Adviser is
required to give primary consideration to obtaining the most favorable price and
efficient execution. This means that the Adviser will seek to execute each
transaction at a price and commission, if any, which provide the most favorable
total cost or proceeds reasonably attainable in the circumstances. While the
Adviser generally seeks reasonably competitive spreads or commissions, the Funds
will not necessarily be paying the lowest spread or commission available. Within
the framework of this policy, the Advisers will consider research and investment
services provided by brokers or dealers who effect or are parties to portfolio
transactions of the Funds, the Advisers and their affiliates, or other clients
of the Advisers or their affiliates. Such research and investment services are
those which brokerage houses customarily provide to institutional investors and
include statistical and economic data and research reports on particular
companies and industries. Such services are used by the Advisers in connection
with all of their investment activities, and some of such services obtained in
connection with the execution of transactions for the Funds may be used in
managing other investment accounts. Conversely, brokers furnishing such services
may be selected for the execution of transactions of such other accounts, whose
aggregate assets are far larger than those of the Funds, and the services
furnished by such brokers may be used by the Advisers in providing investment
advisory services for the Funds. On occasions when the Adviser deems the
purchase or sale of a security to be in the best interest of a Fund as well as
its other advisory clients (including any other fund or other investment company
or advisory account for which the Adviser or an affiliate acts as investment
adviser), the Adviser, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be sold or purchased for the Fund
with those to be sold or purchased for such other customers in order to obtain
the best net price and most favorable execution. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser in the manner it considers to be most
equitable and consistent with its fiduciary obligations to the Fund and such
other customers. In some instances, this procedure may adversely affect the
price and size of the position obtainable for a Fund.

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Commission rates are established pursuant to negotiations with the broker
based on the quality and quantity of execution services provided by the broker
in the light of generally prevailing rates. The allocation of orders among
brokers and the commission rates paid are reviewed periodically by the board of
directors of the Company.

Subject to the above considerations, the Advisers may use Goldman Sachs as a
broker for the Funds. In order for Goldman Sachs to effect any portfolio
transactions for a Fund, the commissions, fees or other remuneration received by
Goldman Sachs must be reasonable and fair compared to the commissions, fees or
other remuneration paid to other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time. This standard would
allow Goldman Sachs to receive no more than the remuneration which would be
expected to be received by an unaffiliated broker in a commensurate arm's-length
transaction. Furthermore, the board of directors of the Company, including a
majority of the non-interested directors, have adopted procedures which are
reasonably designed to provide that any commissions, fees or other remuneration
paid to Goldman Sachs are consistent with the foregoing standard. Brokerage
transactions with Goldman Sachs are also subject to such fiduciary standards as
may be imposed upon Goldman Sachs by applicable law.

In addition, although Section 11(a) of the Securities Exchange Act of 1934
provides that member firms of a national securities exchange may not effect
transactions on such exchange for the account of an investment company of which
the member firm or its affiliate is the investment adviser, except pursuant to
the requirements of that Section. The Company's board of directors has adopted
procedures designed to insure compliance with the requirements of Section 11(a).
In this regard, Goldman Sachs will provide the Company at least annually with a
statement setting forth the total amount of all compensation retained by Goldman
Sachs in connection with effecting transactions for the accounts of each Fund.
The board of directors of the Company will review and approve all of each Fund's
portfolio transactions with Goldman Sachs and the compensation received by
Goldman Sachs in connection therewith.

For the fiscal period March 14, 1994 to December 31, 1994, the Funds paid
the following amounts in brokerage commissions: Money Market Fund $0, Select
Equity Fund $26,188, Small Cap Equity Fund $41,556, International Equity Fund
$92,310, Growth and Income Fund $109,049, and Global Income Fund $0.

For the fiscal period March 14, 1994 to December 31, 1994, the Funds paid
the following amounts in brokerage commissions to Goldman Sachs: Money Market
Fund $0, Select Equity Fund $94, Small Cap Equity Fund $475, International
Equity Fund $0, Growth and Income Fund $0, and Global Income Fund $0.

For the fiscal period March 14, 1994 to December 31, 1994, the Funds
acquired and sold securities of their regular broker-dealers. As of December 31,
1994, the Funds held the following amounts of securities of their regular
broker-dealers: Money Market Fund $___,___, Select Equity Fund $___,___, Small
Cap Equity Fund $___,___, International Equity Fund, $___,___, Growth and Income
Fund $___,___, and Global Income Fund $___,___.

DETERMINATION OF NET ASSET VALUE

Under the Act, the board of directors of the Company is responsible for
determining in good faith the fair value of securities of each Fund. In
accordance with procedures adopted by the board of directors of the Company, the
net asset value per share is calculated by determining the net worth of each
Fund (assets, including securities at market value, minus liabilities) divided
by the number of that Fund's outstanding shares. All securities are valued as of
the close of regular trading on the New York Stock Exchange. Each Fund will
compute its net asset value once daily at the close of such trading (normally
4:00 p.m. New York time), on each day (as described in the Prospectus) that the
Company is open for business.

In the event that the New York Stock Exchange or the national securities
exchange on which stock options are traded adopt different trading hours on
either a permanent or temporary basis, the

33
<PAGE>
board of directors of the Company will reconsider the time at which net asset
value is computed. In addition, the Funds may compute their net asset value as
of any time permitted pursuant to any exemption, order or statement of the SEC
or its staff.

Portfolio assets of the Funds (other than the Money Market Fund) are valued
as follows:

(a) securities and other investments listed on any U.S. or foreign stock
exchange or the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") are valued at the last sale price on that
exchange or NASDAQ on the valuation day; if no sale occurs, securities
traded on a U.S. exchange or NASDAQ are valued at the mean between the
closing bid and closing asked prices and securities traded on a foreign
exchange will be valued at the official bid price (the last sale price
and official bid price for securities traded principally on a foreign
exchange will be determined as of the close of the London Foreign
Exchange or, for securities traded on an exchange located the
Asia-Pacific region, noon London time);

(b) over-the-counter securities not quoted on NASDAQ are valued at the last
sale price on the valuation day or, if no sale occurs, at the mean
between the last bid and asked prices;

(c) debt securities with a remaining maturity of 61 days or more are valued
on the basis of dealer-supplied quotations or by a pricing service
selected by the Adviser and approved by the board of directors of the
Company if those prices are deemed by the Adviser to be representative of
market values at the close of business of the New York Stock Exchange;

(d) options and futures contracts are valued at the last sale price on the
market where any such option or futures contracts is principally traded;

(e) over-the-counter options are valued based upon prices provided market
makers in such securities or dealers in such currencies.

(f) forward foreign currency exchange contracts are valued using a pricing
service and then calculating the mean between the last bid and asked
quotations supplied by dealers in such contracts;

(g) all other securities and other assets, including those for which a
pricing service supplies no quotations or quotations are not deemed by
the Adviser to be representative of market values, but excluding debt
securities with remaining maturities of 60 days or less, are valued at
fair value as determined in good faith pursuant to procedures established
by the board of directors of the Company; and

(h) debt securities with a remaining maturity of 60 days or less will be
valued at their amortized cost which approximates market value.

Portfolio securities traded on more than one U.S. national securities
exchange or foreign securities exchange are valued at the last sale price on
each business day at the close of the exchange representing the principal market
for such securities. The value of all assets and liabilities expressed in
foreign currencies will be converted into U.S. dollar values at the mean between
the buying and selling rates of such currencies against U.S. dollars last quoted
by any major bank. If such quotations are not available, the rate of exchange
will be determined in good faith by or under procedures established by the board
of directors of the Company.

Trading in securities on European and Far Eastern securities exchanges and
on over-the-counter markets is normally completed well before the close of
business on each business day. In addition, European or Far Eastern securities
trading generally or in a particular country or countries may not take place on
all business days. Furthermore, trading takes place in Japanese markets on
certain Saturdays and in various foreign markets on days which are not business
days for the Company and days on which the Funds' net asset value is not
calculated. Such calculation does not take place contemporaneously with the
determination of the prices of the majority of the portfolio securities used in
such calculation. Events affecting the values of portfolio securities that occur
between the time

34
<PAGE>
their prices are determined and the close of regular trading on the New York
Stock Exchange will not be reflected in a Fund's calculation of net asset values
unless the Adviser deems that the particular event would materially affect net
asset value, in which case an adjustment will be made.

All of the assets of the Money Market Fund are valued on the basis of
amortized cost in an effort to maintain a constant net asset value of per share
$1.00. The Company's board of directors has determined that to be in the best
interests of the Money Market Fund and its shareholders. Under the amortized
cost method of valuation, securities are valued at cost on the date of their
acquisition, and thereafter a constant accretion of any discount or amortization
of any premium to maturity is assumed, regardless of the impact of fluctuating
interest rates on the market value of the security. While this method provides
certainty in valuation, it may result in periods in which value as determined by
amortized cost is higher or lower than the price the Fund would receive if it
sold the security. During such periods, the quoted yield to investors may differ
somewhat from that obtained by a similar fund or portfolio which uses available
market quotations to value all of its portfolio securities.

The Company's board of directors has established procedures reasonably
designed, taking into account current market conditions and the Money Market
Fund's investment objective, to stabilize the net asset value per share for
purposes of sales and redemptions at $1.00. These procedures include review by
the board, at such intervals as it deems appropriate, to determine the extent,
if any, to which the net asset value per share calculated by using available
market quotations deviates from $1.00 per share. In the event such deviation
should exceed one half of one percent, the board will promptly consider
initiating corrective action. If the board believes that the extent of any
deviation from a $1.00 amortized cost price per share may result in material
dilution or other unfair results to new or existing shareholders, it will take
such steps as it considers appropriate to eliminate or reduce these consequences
to the extent reasonably practicable. Such steps may include: selling portfolio
securities prior to maturity; shortening the average maturity of the portfolio;
withholding or reducing dividends; or utilizing a net asset value per share
determined from available market quotations. Even if these steps were taken, the
Money Market Fund's net asset value might still decline.

PERFORMANCE INFORMATION

The Company may from time to time quote or otherwise use average annual
total return information for the Funds in advertisements, shareholder reports or
sales literature. Average annual total return values are computed pursuant to
equations specified by the SEC.

Average annual total return for a specified period is derived by calculating
the actual dollar amount of the investment return on a $1,000 investment in a
Fund made at the beginning of the period, and then calculating the annual
compounded rate of return which would produce that amount, assuming a redemption
at the end of the period. This calculation assumes a complete redemption of the
investment. It also assumes that all dividends and distributions are reinvested
at net asset value on the reinvestment dates during the period.

The Company also may from time to time quote or otherwise use year-by-year
total return, cumulative total return and yield information for the Funds in
advertisements, shareholder reports or sales literature. Year-by-year total
return and cumulative total return for a specified period are each derived by
calculating the percentage rate required to make a $1,000 investment in a Fund
(assuming that all distributions are reinvested) at the beginning of such period
equal to the actual total value of such investment at the end of such period.

Yield is computed by dividing net investment income earned during a recent
30 day period by the product of the average daily number of shares outstanding
and entitled to receive dividends during the period and the price per share on
the last day of the relevant period. The results are compounded on a bond
equivalent (semi-annual) basis and then annualized. Net investment income per
share is equal to the dividends and interest earned during the period, reduced
by accrued expenses for the period. The calculation of net investment income for
these purposes may differ from the net investment income determined for
accounting purposes.

35
<PAGE>
Any performance data quoted for a Fund will represent historical performance
and the investment return and principal value of an investment will fluctuate so
that an investor's shares, when redeemed, may be worth more or less than
original cost.

From time to time the Company may publish an indication of the Funds' past
performance as measured by independent sources such as (but not limited to)
Lipper Analytical Services, Incorporated, Weisenberger Investment Companies
Service, Donoghue's Money Fund Report, Barron's, Business Week, Changing Times,
Financial World, Forbes, Fortune, Money, Personal Investor, Sylvia Porter's
Personal Finance and The Wall Street Journal. The Company may also advertise
information which has been provided to the NASD for publication in regional and
local newspapers. In addition, the Company may from time to time advertise its
performance relative to certain indices and benchmark investments, including:
(a) the Lipper Analytical Services, Inc. Mutual Fund Performance Analysis,
Fixed-Income Analysis and Mutual Fund Indices (which measure total return and
average current yield for the mutual fund industry and rank mutual fund
performance); (b) the CDA Mutual Fund Report published by CDA Investment
Technologies, Inc. (which analyzes price, risk and various measures of return
for the mutual fund industry); (c) the Consumer Price Index published by the
U.S. Bureau of Labor Statistics (which measures changes in the price of goods
and services); (d) Stocks, Bonds, Bills and Inflation published by Ibbotson
Associates (which provides historical performance figures for stocks, government
securities and inflation); (e) the Hambrecht & Quist Growth Stock Index; (f) the
NASDAQ OTC Composite Prime Return; (g) the Russell Midcap Index; (h) the Russell
2000 Index -- Total Return; (i) the ValueLine Composite-Price Return; (j) the
Wilshire 4500 Index; (k) the Salomon Brothers' World Bond Index (which measures
the total return in U.S. dollar terms of government bonds, Eurobonds and foreign
bonds of ten countries, with all such bonds having a minimum maturity of five
years); (l) the Shearson Lehman Brothers Aggregate Bond Index or its component
indices (the Aggregate Bond Index measures the performance of Treasury, U.S.
Government agencies, mortgage and Yankee bonds); (m) the S&P Bond indices (which
measure yield and price of corporate, municipal and U.S. Government bonds); (n)
the J.P. Morgan Global Government Bond Index; (o) Donoghue's Money Market Fund
Report (which provides industry averages of 7-day annualized and compounded
yields of taxable, tax-free and U.S. Government money market funds); (p) other
taxable investments including certificates of deposit, money market deposit
accounts, checking accounts, savings accounts, money market mutual funds and
repurchase agreements; (q) historical investment data supplied by the research
departments of Goldman Sachs, Lehman Brothers, First Boston Corporation, Morgan
Stanley (including EAFE), Salomon Brothers, Merrill Lynch, Donaldson Lufkin and
Jenrette or other providers of such data; (r) the FT-Actuaries Europe and
Pacific Index; (s) mutual fund performance indices published by Variable Annuity
Research & Data Service; and (t) mutual fund performance indices published by
Morningstar, Inc. The composition of the investments in such indices and the
characteristics of such benchmark investments are not identical to, and in some
cases are very different from, those of a Fund's portfolio. These indices and
averages are generally unmanaged and the items included in the calculations of
such indices and averages may be different from those of the equations used by
the Company to calculate a Fund's performance figures.

The Company may from time to time summarize the substance of discussions
contained in shareholder reports in advertisements and publish the Advisers'
views as to markets, the rationale for a Fund's investments and discussions of
the Fund's current asset allocation.

From time to time, advertisements or information may include a discussion of
certain attributes or benefits to be derived by an investment in a particular
Fund. Such advertisements or information may include symbols, headlines or other
material which highlight or summarize the information discussed in more detail
in the communication.

Such performance data will be based on historical results and will not be
intended to indicate future performance. The total return or yield of a Fund
will vary based on market conditions, portfolio expenses, portfolio investments
and other factors. The value of a Fund's shares will fluctuate and an

36
<PAGE>
investor's shares may be worth more or less than their original cost upon
redemption. The Company may also, at its discretion, from time to time make a
list of a Fund's holdings available to investors upon request.

SHARES OF STOCK

The Company was incorporated in Maryland on September 2, 1993. The
authorized capital stock of the Company consists of 1 billion (1,000,000,000)
shares, par value one-tenth of one per cent ($0.001) per share. Six hundred
million (600,000,000) of the authorized shares have been divided into and may be
issued in six designated classes as follows: Money Market Series, 100,000,000
shares; Select Equity Series, 100,000,000 shares; Small Cap Equity Series,
100,000,000 shares; International Equity Series, 100,000,000 shares; Growth and
Income Series 100,000,000 shares; and, Global Income Series, 100,000,000 shares.
The shares of each class represent fractional undivided interests in an
investment portfolio of the Company corresponding to that class. The board of
directors of the Company have authority, subject to certain limitations, under
the Company's Charter to create and classify shares of capital stock in
additional separate series and to reclassify existing series of stock into one
or more different new classes without further action by shareholders.

Each issued and outstanding share is entitled to participate equally in
dividends and distributions declared for the respective class and, upon
liquidation or dissolution, in net assets allocated to such class remaining
after satisfaction of outstanding liabilities. The shares of each class, when
issued, will be fully paid and non-assessable and have no preemptive or
conversion rights.

Rule 18f-2 under the Act provides that any matter required to be submitted
by the provisions of the Act, applicable state law or otherwise to the holders
of the outstanding voting securities of an investment company such as the
Company shall not be deemed to have been effectively acted upon unless approved
by the holders of a majority of the outstanding shares of each class or series
affected by such matter. Rule 18f-2 further provides that a class or series
shall be deemed to be affected by a matter unless the interests of each class or
series in the matter are substantially identical or the matter does not affect
any interest of such class or series. However, Rule 18f-2 exempts the selection
of independent public accountants, the approval of principal underwriting
contracts and the election of directors from the separate voting requirements of
Rule 18f-2.

Protective Life provided the initial capital for each of the Company's Funds
by purchasing stock of each class in the following amounts, ($10,000 per class
on March 2, 1994 and the balance on March 14, 1994): Money Market Fund,
$500,000; Select Equity Fund, $1,000,000; Small Cap Equity Fund, $1,000,000;
International Equity Fund, $3,000,000; Growth and Income Fund, $1,000,000; and
Global Income Fund, $3,000,000. Such shares were acquired for investment and can
only be disposed of by redemption. As of the date of this Statement, Protective
Life was the only record or beneficial holder of the Company's shares.

Under normal circumstances, subject to the reservation of rights explained
above, the Company will redeem shares of the Funds in cash within seven days.
However, the right of a shareholder to redeem shares and the date of payment by
the Company may be suspended for more than seven days for any period during
which the New York Stock Exchange is closed, other than the customary weekends
or holidays, or when trading on such Exchange is restricted as determined by the
SEC; or during any emergency, as determined by the SEC, as a result of which it
is not reasonably practicable for a Fund to dispose of securities owned by it or
fairly to determine the value of its net assets; or for such other period as the
SEC may by order permit for the protection of shareholders.

CUSTODY OF ASSETS

Pursuant to a custody agreement with the Company, State Street Bank and
Trust Company ("State Street"), 225 Franklin Street, Boston, Massachusetts
02110, holds the cash and portfolio securities of the Company as custodian.

37
<PAGE>
State Street is responsible for holding all securities and cash of each
Fund, receiving and paying for securities purchased, delivering against payment
securities sold, and receiving and collecting income from investments, making
all payments covering expenses of the Company, all as directed by persons
authorized by the Company. State Street does not exercise any supervisory
function in such matters as the purchase and sale of portfolio securities,
payment of dividends, or payment of expenses of the Funds or the Company.
Portfolio securities of the Funds purchased domestically are maintained in the
custody of State Street and may be entered into the Federal Reserve, Depository
Trust Company, or Participant's Trust Company book entry systems. Pursuant to
the Custody Agreement, portfolio securities purchased outside the United States
will be maintained in the custody of various foreign branches of State Street
and such other custodians or subcustodians, including foreign banks and foreign
securities depositories, as are approved by the board of directors of the
Company, in accordance with regulations under the Act.

State Street holds securities of the Funds on which call options have been
written and certain assets of the Funds constituting margin deposits with
respect to financial futures contracts at the disposal of the futures commission
merchants ("FCMs") through which such transactions are effected. The Funds may
also be required to post margin deposits with respect to covered call and put
options written on stock indices and for this purpose certain assets of those
Funds may be held by the custodian pursuant to similar arrangements with the
brokers involved.

This arrangement regarding margin deposits essentially consists of State
Street creating a separate segregated account into which it transfers (upon the
Company's instructions) assets from a Fund's general (regular) custodial
account. The custody agreement for such arrangement provides that FCMs or
brokers will have access to the funds in the segregated accounts when and if the
FCMs or brokers represent that the Company has defaulted on its obligation to
the FCMs or brokers and that the FCMs or brokers have met all the conditions
precedent to their right to receive such funds under the agreement between the
Company and the FCMs or brokers. The Company has an agreement with each FCM or
broker which provides (1) that the assets of any Fund held by the FCM or broker
will be in the possession of State Street until released or sold or otherwise
disposed of in accordance with or under the terms of such agreement, (2) that
such assets would not otherwise be pledged or encumbered by the FCM or broker,
(3) that when requested by the Company the FCM or broker will cause State Street
to release to its general custody account any assets to which a Fund is entitled
under the terms of such agreement, and (4) that the assets in the segregated
account shall otherwise be used only to satisfy the Company's obligations to the
FCM or broker under the terms of such agreement.

If on any day a Fund experiences net realized or unrealized gains with
respect to financial futures contracts or covered options on stock indices held
through a given FCM or broker, it is entitled immediately to receive from the
FCM or broker, and usually will receive by the next business day, the net amount
of such gains. There upon, such assets will be deposited in its general or
segregated account with State Street, as appropriate.

38
<PAGE>
DIRECTORS AND OFFICERS

The directors and officers of the Company are listed below together with
their respective positions with the Company and a brief statement of their
principal occupations during the past five years.

<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH THE COMPANY, PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS
- ------------------------- ---------------------------------------------------------------------------------------
<S> <C>
R. Stephen Briggs* Director. Executive Vice President, Protective Life Corporation (since October,
1993).**
D. Warren Bailey Director.
Carolyn King* Director and President. Senior Vice President, Protective Life Corporation (since May,
1995). Senior Vice President, Provident Life and Accident Insurance Company (August
1994 - March 1995). Various other positions with Provident Life and Accident Insurance
Company (1980 - August 1994).
G. Ruffner Page, Jr. Director.
Cleophus Thomas, Jr. Director.
Richard J. Bielen Vice President and Compliance Officer. Vice President, Protective Life Corporation
(since July 1991).**
Lizabeth R. Nichols Vice President, Secretary and Chief Compliance Officer. Vice President and Senior
Associate Counsel, Protective Life Corporation.**
<FN>
- ------------------------
* "Interested Person" of the Company for purposes of the Act. The address of
Interested Persons of the Company is the same as that of Protective Life
Corporation.
** These are the most current titles and positions for these persons at
Protective Life Corporation. Each has held various positions with Protective
Life Corporation over the past five years. The address of Protective Life
Corporation is 2801 Highway 280 South, Birmingham, Alabama 35223.
</TABLE>

As of the date of this Statement, no director or officer beneficially owns
more than 1% of the outstanding stock of any class of the Company.

TABLE OF DIRECTORS COMPENSATION

<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF DIRECTOR FROM THE FUND
- -------------------------------------------------------------------- --------------
<S> <C>
R. Stephen Briggs................................................... $ 0
D. Warren Bailey.................................................... 8,000
Doretta Milligan.................................................... 0
G. Ruffner Page, Jr. ............................................... 8,000
Cleophus Thomas, Jr. ............................................... 8,000
</TABLE>

Directors and officers of the Fund do not receive any benefits from the Fund
upon retirement nor does the Fund accrue any expense for pension or retirement
benefits. The directors and officers of the Fund do not currently serve as
directors or officers of any investment company that is an affiliated person of
the Fund or that is managed by the Investment Manager.

OTHER INFORMATION

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P. an international public accounting firm, has served
since inception of Protective Investment Company as its independent accountants.
Responsibility for the audit is assigned to the firm's office located at One
Post Office Square, Boston, Massachusetts 02109.

39
<PAGE>
LEGAL COUNSEL

Sutherland, Asbill & Brennan, 1275 Pennsylvania Avenue, N.W., Washington,
D.C. 20004-2404, is counsel to the Company.

OTHER INFORMATION

The Prospectus and this Statement do not contain all the information
included in the registration statement filed with the SEC under the 1933 Act
with respect to the securities offered by the Prospectus. Certain portions of
the registration statement have been omitted from the Prospectus and this
Statement pursuant to the rules and regulations of the SEC. The registration
statement including the exhibits filed therewith may be examined at the office
of the SEC in Washington, D.C.

Statements contained in the Prospectus or in this Statement as to the
contents of any contract or other document referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such contract
or other document filed as an exhibit to the registration statement of which the
Prospectus and this Statement form parts, each such statement being qualified in
all respects by such reference.

40
<PAGE>
APPENDIX A
DESCRIPTION OF CORPORATE BOND AND PREFERRED STOCK RATINGS
AND COMMERCIAL PAPER (1)
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS

AAA: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge". 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 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.

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 a medium grade obligation,
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 maybe characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA: Bonds which are rated Ba are judged to have speculative elements and
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safe-guarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest principal or interest.

CA: Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

UNRATED: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue.

Should no rating be assigned, the reason may be one of the following:

1. An application for rating was not received or accepted.

- ------------------------
(1) The rating systems described herein are believed to be the most recent
ratings systems available from Moody's Investors Service, Inc. ("Moody's")
and Standard & Poor's Corporation ("S&P") at the date of this Statement for
the securities listed. Ratings are generally given to securities at the time
of issuance. While the rating agencies may from time to time revise such
ratings, they undertake no obligations to do so, and the ratings indicated
do not necessarily represent ratings which will be given to these securities
on the date of the Fund's fiscal year end.

41
<PAGE>
2. The issue or issuer belongs to a group of securities or companies that
are not rated as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed, in which case the rating is not
published in Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise,
the effects of which preclude satisfactory analysis; if there is no longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.

NOTE: Those bonds in the Aa, A and Baa groups which Moody's believe possess
the strongest investment attributes are designated by the symbols Aa1, A1 and
Baa1.

DESCRIPTION OF STANDARD & POOR'S CORPORATION'S
CORPORATE BOND RATINGS

AAA: Bonds rated AAA have the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA: Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the higher rated issues only in small degree.

A: Bonds rated A have a very strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.

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

BB-B-CCC-CC: Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indicates
the lowest degree of speculation. While such bonds will likely have some quality
and protective characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions.

PLUS (+) OR MINUS (-): The ratings from "AA" to "BBB" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.

UNRATED: Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

NOTES: Bonds which are unrated expose the investor to risks with respect to
capacity to pay interest or repay principal which are similar to the risks of
lower-rated speculative obligations. The Fund is dependent on the Adviser's
judgment, analysis and experience in the evaluation of such bonds.

DESCRIPTION OF CERTAIN COMMERCIAL PAPER RATINGS

STANDARD & POOR'S

Commercial paper rated A by S&P has the following characteristics: Liquidity
ratios are adequate to meet cash requirements. Long-term senior debt is rated
"A" or better, although in some cases "BBB" credits may be allowed. The issuer
has access to at least two additional channels of borrowing. Basic earnings and
cash flow have an upward trend with allowance made for unusual circumstances.
Typically, the issuer's industry is well established and the issuer has a strong
position within the

42
<PAGE>
industry. The reliability and quality of management are unquestioned. The rating
is described by S&P as the investment grade category, the highest rating
classification. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is rated A-1, A-2 or A-3.

MOODY'S

Among the factors considered by Moody's in assigning commercial paper
ratings are the following: (1) evaluation of the management of the issuer; (2)
economic evaluation of the issuer's industry or industries and an appraisal of
speculative-type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; (8) recognitions by the management of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations. Relative differences in
strengths and weaknesses in respect of these criteria establish a rating in one
of three classifications. The rating Prime-1 is the highest commercial paper
rating assigned by Moody's. Its other two ratings, Prime-2 and Prime-3 are
designated Higher Quality and High Quality, respectively.

FITCH INVESTORS SERVICE, INC.

Fitch's short-term ratings apply to debt obligations that are payable on
demand or have original maturities of up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely
payment.
F-1: Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues
rated "F-1+".

DUFF & PHELPS

Commercial Paper/Certificates of Deposits
Category 1: Top Grade

Duff 1 Highest certainty of timely payment. Short-term liquidity including
plus: internal operating factors and/or ready access to alternative
sources of funds, is clearly outstanding, and safety is just below
risk-free U.S. Treasury short-term obligations.
Duff 1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by strong fundamental protection factors.
Risk factors are minor.
Notes: Bonds which are unrated may expose the investor to risks with
respect to capacity to pay interest or repay principal which are
similar to the risks of lower-rated bonds. The Fund is dependent on
the Investment Adviser's judgment, analysis and experience in the
evaluation of such bonds.
Investors should note that the assignment of a rating to a bond by a
rating service may not reflect the effect of recent developments on
the issuer's ability to make interest and principal payments.

IBCA LIMITED AND ICBA INC.

A-1: Short-term obligations rated A-1 are supported by very strong
capacity for timely repayment. A plus ("+") sign is added to those
issues determined to possess the highest capacity for timely repayment.

A-2: Short-term obligations rated A-2 are supported by a strong
capacity for timely repayment, although such capacity may be susceptible
to adverse changes in business, economic or financial conditions.

43
<PAGE>
THOMPSON BANKWATCH, INC.

The TBW short-term ratings apply only to unsecured instruments that have a
maturity of one year or less and specifically assess the likelihood of an
untimely payment of principal and interest.

TBW-1: The highest category; indicates a very high degree of likelihood
that principal and interest will be paid on a timely basis.

TBW-2: The second highest category; while the degree of safety
regarding timely repayment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated TBW-1.

CREDIT RATINGS FOR GOVERNMENT BONDS

The following table shows the credit rating assigned by Moody's Investors
Service, Inc. and Standard & Poor's Corporation to the government bonds of
various countries.

<TABLE>
<CAPTION>
COUNTRY MOODY'S S&P
- --------------- --------- ---------
<S> <C> <C>
USA Aaa AAA
Japan Aaa AAA
Germany Aaa AAA
Italy A1 AA
France Aaa AAA
UK Aaa AAA
Canada Aaa AA+
Belgium Aa1 AA+
Denmark Aa1 AA+
Sweden Aa2 A+
Switzerland Aaa AAA
Netherlands Aaa AAA
Spain Aa2 AA
Australia Aa2 AA
</TABLE>

Certain governments listed above carry an implied rating by Moody's and/or
S&P. Information is as of January 13, 1994 for Moody's and as of January, 1994
for S&P.

44
<PAGE>

APPENDIX B
GOLDMAN, SACHS & CO.'S INVESTMENT BANKING
AND SECURITIES ACTIVITIES

Goldman, Sachs & Co. is a leading global investment banking and securities
firm with a number of distinguishing characteristics.

Privately owned and ranked among Wall Street's best capitalized firms, with
assets exceeding $74 billion and partner capital and subordinated liabilities of
over $5 billion.

Thirty offices worldwide, where professionals focus on identifying financial
opportunities (includes a staff of 1,500 in London, 530 in Tokyo, 200 Hong Kong
and 5,500 in 11 offices throughout the U.S.).

Worldwide research coverage consistently top-ranked in surveys conducted by
Institutional Investors, Extel Financial Ltd. and Nihon Keizei Shinbum (Japan's
leading financial newspaper). The firm has a research budget of $140 million for
1994.

Premier lead manager of negotiated municipal bond offerings over the past
decade, aggregating $151 billion.

The number one lead manager of U.S. common stock offerings for the past five
years, with 22 percent of the total volume -- almost double that of any other
firm.*

Voted number one for overall services in Financial World's survey of chief
investment and financial officers more than any other firm over the 15 year
period through 1993.

GOLDMAN, SACHS & CO.'S HISTORY OF EXCELLENCE

1865 End of Civil War
1869 Marcus Goldman opens Goldman Sachs
1890 Dow Jones Industrial Average first published
1896 Goldman Sachs joins New York Stock Exchange
1900 Regional office network founded
1906 Goldman Sachs takes Sears Roebuck public (oldest ongoing client)
Dow Jones Industrial Average tops 100
1925 Goldman Sachs finances Warner Brothers, producer of the first talking
film
1956 Goldman Sachs Ford public offering is the largest to date
1960 Dow Jones Industrial Average breaks 1000
1970 London office of Goldman Sachs opens (staff of 1,100 in 1993)
1977 Goldman Sachs begins 10-year stint as number one underwriter of
negotiated municipal bonds
1980 Dow Jones Industrial Average breaks 2000
1984 Goldman Sachs joins Tokyo Stock Exchange as one of the first
non-Japanese firms (firm's Tokyo staff exceeded 650 in 1993)
1987 Goldman Sachs leads in the privatization of Conrail in the largest
equity offering to date in the U.S.
1992 Dow Jones Industrial Average breaks 3000
1993 Goldman Sachs is lead manager in taking Allstate public, largest
equity offering to date ($2.4 billion)

* According to Securities Data Corporation.

45
<PAGE>
BUSINESS PRINCIPLES OF GOLDMAN, SACHS & CO.

Goldman Sachs is noted for its Business Principles, which guide all of the
firm's activities and serve as the basis for its distinguished reputation among
investors worldwide.

OUR CLIENT'S INTERESTS ALWAYS COME FIRST. Our experience shows that if we
serve our clients well, our own success will follow.

OUR ASSETS ARE OUR PEOPLE, CAPITAL AND REPUTATION. If any of these assets
diminish, reputation is the most difficult to restore. We are dedicated to
complying fully with the letter and spirit of the laws, rules and ethical
principles that govern us. Our continued success depends upon unswerving
adherence to this standard.

WE TAKE GREAT PRIDE IN THE PROFESSIONAL QUALITY OF OUR WORK. We have an
uncompromising determination to achieve excellence in everything we undertake.
Though we may be involved in a wide variety and heavy volume of activity, we
would, if it came to a choice, rather be best than biggest.

WE STRESS CREATIVITY AND IMAGINATION IN EVERYTHING WE DO. While recognizing
that the old way may still be the best way, we constantly strive to find a
better solution to a client's problems. We pride ourselves on having pioneered
many of the practices and techniques that have become standard in the industry.

WE STRESS TEAMWORK IN EVERYTHING WE DO. While individual creativity is
always encouraged, we have found that team effort often produces the best
results. We have no room for those who put their personal interests ahead of the
interests of the firm and its clients.

INTEGRITY AND HONESTY ARE THE HEART OF OUR BUSINESS. We expect our people
to maintain high ethical standards in everything they do, both in their work for
the firm and in their personal lives.

46
<PAGE>
PROTECTIVE INVESTMENT COMPANY
REPORT OF INDEPENDENT ACCOUNTANTS

TO THE INVESTORS AND BOARD OF DIRECTORS
OF PROTECTIVE INVESTMENT COMPANY

We have audited the accompanying statement of assets and liabilities of
Protective Investment Company (the "Funds") including the schedule of
investments, as of December 31, 1994, and the related statements of operations,
changes in net assets and financial highlights for period March 14, 1994
(commencement of operations) through December 31, 1994. These financial
statements and financial highlights are the responsibility of the Funds
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Protective Investment Company as of December 31, 1994, the results of its
operations, the changes in its net assets and the financial highlights for the
period March 14, 1994 (commencement of operations) through December 31, 1994, in
conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
February 15, 1995

47
<PAGE>
PROTECTIVE INVESTMENT COMPANY
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1994

ASSETS

<TABLE>
<CAPTION>
GLOBAL INTERNATIONAL GROWTH AND SELECT SMALL CAP MONEY
INCOME FUND EQUITY FUND INCOME FUND EQUITY FUND EQUITY FUND MARKET FUND
----------- ------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investments in securities, at value
(Note B).......................... $16,911,149 $28,032,704 $36,584,913 $17,111,050 $19,905,456 $3,594,979
Investments in repurchase
agreements (Note B)............... 0 0 6,199,000 558,000 2,599,000 0
Cash, including foreign currency at
value............................. 118 201,463 215 687 315 58,758
Receivable for forward currency
contracts (Note F)................ 26,833,959 12,569,070 0 0 0 0
Interest receivable................ 290,704 1,743 1,937 174 812 0
Receivable due from Investment
Manager (Note C).................. 65,864 108,676 60,090 50,771 53,949 29,704
Foreign income tax reclaim
receivable........................ 21,651 3,634 0 72 0 0
Receivable for fund shares sold.... 9,234 35,487 177,728 33,348 28,761 0
Dividends receivable............... 0 12,918 78,282 41,461 5,766 0
Receivable for currency sold....... 0 139,101 0 0 0 0
Receivable for securities sold..... 0 21,122 193,817 0 170,897 0
----------- ------------- ------------- ----------- ----------- -----------
TOTAL ASSETS................... 44,132,679 41,125,918 43,295,982 17,795,563 22,764,956 3,683,441
LIABILITIES
Payable for forward currency
contracts (Note F)................ 26,773,798 12,682,334 0 0 0 0
Payable for fund shares redeemed... 29,742 53,606 86,201 42,159 48,281 43,729
Investment management fee payable
(Note C).......................... 15,504 23,866 26,418 11,260 13,971 1,860
Payable for securities purchased... 0 740,355 847,083 0 862,893 0
Payable for currency purchased..... 0 139,578 0 0 0 0
Payable for options purchased...... 0 66,424 0 0 0 0
Accounts payable and accrued
expenses.......................... 32,163 34,694 31,162 24,695 27,065 19,361
----------- ------------- ------------- ----------- ----------- -----------
TOTAL LIABILITIES.............. 26,851,207 13,740,857 990,864 78,114 952,210 64,950
----------- ------------- ------------- ----------- ----------- -----------
NET ASSETS..................... $17,281,472 $27,385,061 $42,305,118 $17,717,449 $21,812,746 $3,618,491
----------- ------------- ------------- ----------- ----------- -----------
----------- ------------- ------------- ----------- ----------- -----------
NET ASSETS
Paid-in capital (Note E)......... $17,660,172 $27,764,376 $43,154,895 $18,056,117 $23,471,185 $3,618,488
Distribution in excess of net
investment income (Note B)...... (19,500 ) (229,909) 0 0 0 0
Accumulated net realized gain
(loss) on investments and
foreign currency transactions... (171,358 ) (277,050) (35,180) (3,076) (56,286) 3
Net unrealized appreciation
(depreciation) of:
Investments.................... (247,009 ) 242,254 (814,597) (335,592) (1,602,153) 0
Foreign currency translation... 59,167 (114,610) 0 0 0 0
----------- ------------- ------------- ----------- ----------- -----------
NET ASSETS..................... $17,281,472 $27,385,061 $42,305,118 $17,717,449 $21,812,746 $3,618,491
----------- ------------- ------------- ----------- ----------- -----------
----------- ------------- ------------- ----------- ----------- -----------
NET ASSET VALUE PER SHARE
Offering and redemption price per
share (based on shares of
capital stock outstanding, par
value $.001 per share).......... $ 9.558 $ 9.581 $ 9.661 $ 9.839 $ 8.951 $ 1.000
Total shares outstanding at end
of period....................... 1,808,152 2,858,191 4,378,864 1,800,828 2,436,839 3,618,488
Cost of investments.............. $17,158,158 $27,790,450 $43,598,510 $18,004,642 $24,106,609 $3,594,979
</TABLE>

The accompanying notes are an integral part of the financial statements.

48
<PAGE>
PROTECTIVE INVESTMENT COMPANY
STATEMENTS OF OPERATIONS
FOR THE PERIOD MARCH 14, 1994* THROUGH DECEMBER 31, 1994

<TABLE>
<CAPTION>
GLOBAL INTERNATIONAL GROWTH AND SELECT SMALL CAP MONEY MARKET
INCOME FUND EQUITY FUND INCOME FUND EQUITY FUND EQUITY FUND FUND
------------ ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest income..................... $ 556,517 $ 127,027 $ 143,144 $ 49,808 $ 150,441 $ 133,144
Dividend income..................... 0 145,093 308,985 168,561 11,131 0
Foreign taxes withheld.............. (16,268) (13,808) (671) (1,631) (454) 0
------------ ------------ ------------ ----------- ----------- ------------
TOTAL INVESTMENT INCOME......... 540,249 258,312 451,458 216,738 161,118 133,144
EXPENSES
Investment management fee (Note C).. 88,896 121,187 120,254 53,567 69,074 17,470
Custodian fee and expenses.......... 35,000 74,501 21,501 19,700 21,500 3,923
Legal fee........................... 19,400 19,400 19,400 19,400 19,400 19,400
Audit fee........................... 13,333 13,333 13,333 13,333 13,333 13,333
Registration and filing expense..... 5,930 9,241 13,655 6,137 7,515 1,823
Directors fees (Note C)............. 3,458 3,458 3,458 3,458 3,458 3,458
Printing expense.................... 2,333 2,333 2,333 2,333 2,333 2,333
Transfer agent fee.................. 1,710 1,710 1,710 1,710 1,710 1,710
Miscellaneous expense............... 1,392 1,392 1,392 1,392 1,392 1,377
------------ ------------ ------------ ----------- ----------- ------------
Total operating expenses before
reimbursement.................. 171,452 246,555 197,036 121,030 139,715 64,827
Expenses borne by the investment
manager (Note C)............... (82,556) (125,368) (76,782) (67,463) (70,641) (47,357)
------------ ------------ ------------ ----------- ----------- ------------
NET EXPENSES.................. 88,896 121,187 120,254 53,567 69,074 17,470
------------ ------------ ------------ ----------- ----------- ------------
NET INVESTMENT INCOME......... 451,353 137,125 331,204 163,171 92,044 115,674
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY
TRANSACTIONS
Net realized gain (loss) on:
Investments....................... (259,299) (442,903) 134,697 211,953 1,583 248
Foreign currency transactions..... 63,610 (206,507) 0 0 0 0
Options........................... 4,831 5,326 0 0 0 0
Change in unrealized appreciation
(depreciation) of:
Investments....................... (247,009) 492,590 (814,597) (335,592) (1,602,153) 0
Foreign currency translations..... 59,167 (114,610) 0 0 0 0
Options........................... 0 (250,336) 0 0 0 0
------------ ------------ ------------ ----------- ----------- ------------
NET REALIZED AND UNREALIZED GAIN
(LOSS)......................... (378,700) (516,440) (679,900) (123,639) (1,600,570) 248
------------ ------------ ------------ ----------- ----------- ------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS............ $ 72,653 $ (379,315) $ (348,696) $ 39,532 ($1,508,526) $ 115,922
------------ ------------ ------------ ----------- ----------- ------------
------------ ------------ ------------ ----------- ----------- ------------
<FN>
- ------------------------------
*Commencement of investment operations.
</TABLE>

The accompanying notes are an integral part of the financial statements.

49
<PAGE>
PROTECTIVE INVESTMENT COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD MARCH 14, 1994* THROUGH DECEMBER 31, 1994

<TABLE>
<CAPTION>
GLOBAL INTERNATIONAL GROWTH AND SELECT SMALL CAP MONEY
INCOME FUND EQUITY FUND INCOME FUND EQUITY FUND EQUITY FUND MARKET FUND
----------- ------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
From operations:
Net investment income.......... $ 451,353 $ 137,125 $ 331,204 $ 163,171 $ 92,044 $ 115,674
Net realized gain (loss) on:
Investments.................. (259,299) (442,903) 134,697 211,953 1,583 248
Foreign currency
transactions................ 63,610 (206,507) 0 0 0 0
Options...................... 4,831 5,326 0 0 0 0
Change in unrealized
appreciation (depreciation)
of:
Investments.................. (247,009) 492,590 (814,597) (335,592) (1,602,153) 0
Foreign currency
translations................ 59,167 (114,610) 0 0 0 0
Options...................... 0 (250,336) 0 0 0 0
----------- ------------- ------------- ----------- ----------- -----------
Net increase (decrease) in net
assets resulting from
operations.................... 72,653 (379,315) (348,696) 39,532 (1,508,526) 115,922
Dividends and distributions to
shareholders from:
Net investment income.......... (451,353) 0 (331,204) (163,171) (92,044) (115,674)
Net realized gain on
investments................... 0 0 (134,697) (211,953) (1,583) (245)
In excess of net realized
gains......................... 0 0 (35,180) (3,076) (56,286) 0
----------- ------------- ------------- ----------- ----------- -----------
Total dividends and
distributions to
shareholders.................. (451,353) 0 (501,081) (378,200) (149,913) (115,919)
Fund share transactions (Note
E).............................. 17,650,172 27,754,376 43,144,895 18,046,117 23,461,185 3,608,488
----------- ------------- ------------- ----------- ----------- -----------
Total increase (decrease) in
net
assets........................ 17,271,472 27,375,061 42,295,118 17,707,449 21,802,746 3,608,491
Net assets
Beginning of period.............. 10,000 10,000 10,000 10,000 10,000 10,000
----------- ------------- ------------- ----------- ----------- -----------
End of period (1)................ $17,281,472 $27,385,061 $42,305,118 $17,717,449 $21,812,746 $3,618,491
----------- ------------- ------------- ----------- ----------- -----------
----------- ------------- ------------- ----------- ----------- -----------
(1) Including distribution in
excess of net investment income... $ (19,500) $ (229,909) $ 0 $ 0 $ 0 $ 0
----------- ------------- ------------- ----------- ----------- -----------
----------- ------------- ------------- ----------- ----------- -----------
<FN>
- ------------------------------
*Commencement of investment operations.
</TABLE>

The accompanying notes are an integral part of the financial statements.

50
<PAGE>
PROTECTIVE GLOBAL INCOME FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
SECURITY DESCRIPTION PRINCIPAL AMOUNT U.S. $ VALUE
- ----------------------------------------------------------------------- ------------------ --------------
<S> <C> <C> <C>
GOVERNMENT AND AGENCY SECURITIES -- 78.4%
AUSTRALIA -- 4.2%
Commonwealth of Australia, 9.000%, 09/15/2004...................... AUD 1,000,000 $ 726,002
--------------
FRANCE -- 3.3%
Government of France, 8.500%, 03/28/2000........................... FRF 3,000,000 573,881
--------------
GERMANY -- 7.0%
Federal Republic of Germany, 9.000%, 10/20/2000.................... DEM 1,750,000 1,202,807
--------------
ITALY -- 7.5%
Republic of Italy, 8.500%, 01/01/1997.............................. ITL 325,000,000 190,677
Republic of Italy, 8.500%, 04/01/1999.............................. 2,000,000,000 1,098,644
--------------
1,289,321
--------------
NETHERLANDS -- 3.0%
Dutch Government, 6.500%, 04/15/2003............................... NLG 1,000,000 535,745
--------------
UNITED KINGDOM -- 13.8%
U.K. Treasury, 9.000%, 03/03/2000.................................. GBP 350,000 554,925
U.K. Treasury, 8.000%, 12/07/2000.................................. 750,000 1,139,945
U.K. Treasury, 6.750%, 11/26/2004.................................. 500,000 682,646
--------------
2,377,516
--------------
UNITED STATES -- 39.6%
United States Treasury Notes, 6.875%, 07/31/1999................... US$ 1,500,000 1,443,750
United States Treasury Notes, 8.500%, 11/15/2000................... 600,000 618,468
United States Treasury Notes, 6.250%, 02/15/2003................... 1,400,000 1,266,118
United States Treasury Notes, 7.875%, 11/15/200.................... 3,500,000 3,509,835
--------------
6,838,171
--------------
TOTAL GOVERNMENT AND AGENCY SECURITIES -- (Cost $13,785,540)....... 13,543,443
--------------
CORPORATE BONDS -- 3.2%
JAPAN -- 3.2%
Japan Development Bank, 6.500%, 09/20/2001......................... JPY 50,000,000 559,706
--------------
TOTAL CORPORATE BONDS -- (Cost $564,618)........................... 559,706
--------------
TIME DEPOSIT -- 16.3%
UNITED STATES -- 16.3%
State Street Bank and Trust Co.
Eurodollar Time Deposit, 6.375%, 01/03/1995........................ US$ 2,808,000 2,808,000
--------------
TOTAL TIME DEPOSIT -- (Cost $2,808,000)............................ 2,808,000
--------------
TOTAL INVESTMENTS -- (Cost $17,158,158) -- 97.9% 16,911,149
OTHER ASSETS LESS LIABILITIES -- 2.1% 370,323
--------------
NET ASSETS -- 100.0% $ 17,281,472
--------------
--------------
</TABLE>

See Glossary of Terms on page 75.

The accompanying notes are an integral part of the financial statements.

51
<PAGE>
PROTECTIVE INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES U.S. $ VALUE
- ------------------------------------------------------------ ------------ ------------
<S> <C> <C>
COMMON STOCK -- 79.8%
AUSTRIA -- 2.8%
Oester Elektrizita...................................... 13,375 $ 772,519
------------
BELGIUM -- 2.2%
Colruyt SA.............................................. 2,600 602,389
------------
DENMARK -- 2.8%
Tele Danmark AS-B share................................. 15,000 761,534
------------
FINLAND -- 1.2%
Kone Corp. B share...................................... 3,000 341,945
------------
HONG KONG -- 9.3%
Consolidated Electric Power of Asia..................... 343,200 754,092
Hong Kong Electric (Holdings) Ltd....................... 284,500 777,714
National Mutual Asia.................................... 842,000 555,021
South China Morning Post (Holdings) Ltd................. 789,380 461,670
------------
2,548,497
------------
INDONESIA -- 2.3%
Astra International..................................... 238,500 455,732
Indostat *.............................................. 18,000 64,490
Mulia Industrindo....................................... 39,000 106,461
------------
626,683
------------
JAPAN -- 21.9%
Aiwa Co................................................. 28,000 689,101
Hoya Corp............................................... 30,000 801,607
Inaba Denkisangyo....................................... 13,000 352,587
Max Co.................................................. 21,000 485,183
Mirai Industry Co....................................... 16,000 368,056
Mitsubishi Electric Corp................................ 129,000 916,153
Mitsubishi Heavy Industries............................. 121,000 923,757
Santen Pharmaceutical Co................................ 23,000 639,980
Shimachu Co............................................. 23,000 829,432
------------
6,005,856
------------
MALAYSIA -- 0.6%
Tanjong................................................. 53,000 157,744
------------
NETHERLANDS -- 6.6%
N.V. GTI Holdings....................................... 2,000 175,125
Randstad Holdings N.V................................... 14,900 805,985
Wolters Kluwer N.V...................................... 11,035 816,231
------------
1,797,341
------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

52
<PAGE>
PROTECTIVE INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES U.S. $ VALUE
- ------------------------------------------------------------ ------------ ------------
<S> <C> <C>
COMMON STOCK (CONTINUED)
NORWAY -- 2.5%
Helikopter Service AS................................... 15,000 $ 177,449
Unitor Ships Service AS................................. 30,430 512,979
------------
690,428
------------
SPAIN -- 4.8%
Banco Popular Espana.................................... 8,360 993,991
Zardoya-Otis............................................ 3,025 314,623
------------
1,308,614
------------
SWEDEN -- 12.4%
Arjo AB *............................................... 23,600 431,944
Getinge Industrier AB, class B.......................... 15,260 396,358
Hoganas AB, class B..................................... 49,600 767,637
Securitas AB, class B................................... 32,000 861,303
Skane Gripen AB......................................... 19,900 136,584
Volvo AB................................................ 42,500 800,743
------------
3,394,569
------------
SWITZERLAND -- 3.3%
Cie Financier Richemont AG.............................. 880 914,006
------------
UNITED KINGDOM -- 7.1%
Boots Co. PLC........................................... 49,562 391,157
British Airport Authority PLC........................... 103,595 767,310
Rentokil Group PLC...................................... 217,000 781,553
------------
1,940,020
------------
TOTAL COMMON STOCK -- (Cost $21,585,435)................ 21,862,145
------------
PREFERRED STOCK -- 3.0%
GERMANY -- 3.0%
Fresenius AG............................................ 1,706 823,548
------------
TOTAL PREFERRED STOCK -- (Cost $622,981)................ 823,548
------------
AMERICAN DEPOSITORY RECEIPTS -- 1.2%
INDONESIA -- 1.2%
Perusahaan Industries *................................. 8,900 318,175
------------
TOTAL DEPOSITORY RECEIPTS -- (Cost $302,862)............ 318,175
------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

53
<PAGE>
PROTECTIVE INTERNATIONAL EQUITY FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SECURITY DESCRIPTION CONTRACTS U.S. $ VALUE
- ------------------------------------------------------------ ------------ ------------
<S> <C> <C>
OPTIONS PURCHASED -- 0.4%
JAPAN -- 0.4%
Nikkei 300 Call @ 284.70, expiring 03/09/95............. 290,000,000 $ 71,217
Nikkei 300 Call @ 328.55, expiring 12/22/95............. 1,656,946 35,619
------------
106,836
------------
TOTAL OPTIONS PURCHASED -- (Cost $357,172).............. 106,836
------------
</TABLE>

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
-----------
<S> <C> <C> <C>
TIME DEPOSIT -- 18.0%
UNITED STATES -- 18.0%
State Street Bank and Trust Co.
Eurodollar Time Deposit, 6.375%, 01/03/1995............. US$ 4,922,000 4,922,000
------------
TOTAL TIME DEPOSIT -- (Cost $4,922,000)................. 4,922,000
------------
TOTAL INVESTMENTS -- (Cost $27,790,450) -- 102.4% 28,032,704
OTHER ASSETS LESS LIABILITIES -- (2.4)% (647,643)
------------
NET ASSETS -- 100.0% $ 27,385,061
------------
------------
<FN>
- ------------------------
* Denotes non-income producing security.
</TABLE>

See Glossary of Terms on page 75.

The accompanying notes are an integral part of the financial statements.

54
<PAGE>
PROTECTIVE GROWTH AND INCOME FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
COMMON STOCK -- 85.1%
AEROSPACE/DEFENSE -- 4.4%
Lockheed Corp.................................................................... 4,000 $ 290,500
McDonnell Douglas Corp........................................................... 7,800 1,107,600
Northrop Grumman Corp............................................................ 10,800 453,600
--------------
1,851,700
--------------
AIRLINES -- 0.5%
AMR Corp Delaware *.............................................................. 3,600 191,700
--------------
AUTOMOBILE -- 3.3%
General Motors Corp. *........................................................... 33,400 1,411,150
--------------
AUTOPARTS -- ORIGINAL EQUIPMENT -- 1.1%
Lear Seating Corp................................................................ 22,700 451,163
--------------
BROKERAGE FIRMS -- 3.8%
Bear Stearns Cos. Inc............................................................ 78,385 1,205,169
Lehman Brothers Holdings Inc..................................................... 26,600 392,350
--------------
1,597,519
--------------
CHEMICALS -- 1.1%
Geon Co.......................................................................... 17,600 481,800
--------------
CONTAINERS -- PAPER -- 4.3%
Owens Illinois Inc. *............................................................ 30,300 333,300
Stone Container Corp. *.......................................................... 85,300 1,471,425
--------------
1,804,725
--------------
DOMESTIC OIL -- 1.4%
Atlantic Richfield Co............................................................ 3,600 366,300
Tenneco Inc...................................................................... 4,900 208,250
--------------
574,550
--------------
DRUGS & HEALTH CARE -- 1.0%
FHP International Corp. *........................................................ 16,450 423,588
--------------
ELECTRIC COMPANIES -- 4.5%
DQE.............................................................................. 21,400 633,975
Dominion Resources Inc........................................................... 8,800 314,600
Texas Utilities Co............................................................... 29,700 950,400
--------------
1,898,975
--------------
ELECTRONICS -- INSTRUMENTATION -- 1.8%
Texas Instruments Inc............................................................ 10,400 778,700
--------------
ELECTRONICS -- SEMICONDUCTORS -- 2.9%
Advanced Micro Devices Inc. *.................................................... 48,800 1,213,900
--------------
FINANCIAL -- 0.1%
Liberty Corp..................................................................... 1,500 38,063
--------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

55
<PAGE>
PROTECTIVE GROWTH AND INCOME FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
COMMON STOCK (CONTINUED)
FINANCIAL SERVICES -- 4.3%
North American Mortgage Co....................................................... 45,000 $ 663,750
Student Loan Marketing Assn...................................................... 12,200 396,500
Travelers Inc.................................................................... 22,900 744,250
--------------
1,804,500
--------------
FOODS -- 2.4%
Chiquita Brands International Inc................................................ 75,700 1,031,412
--------------
GAMING COMPANIES -- 0.3%
Penn National Gaming Inc. *...................................................... 21,800 141,700
--------------
HOMEBUILDING -- 0.5%
Centex Corp...................................................................... 9,200 209,300
--------------
HOSPITAL MANAGEMENT -- 4.8%
Community Psychiatric Centers.................................................... 48,400 532,400
National Medical Enterprises Inc. *.............................................. 104,900 1,481,712
--------------
2,014,112
--------------
HOUSEHOLD PRODUCTS -- 1.4%
Playtex Products Inc. *.......................................................... 84,300 600,638
--------------
HOUSEWARES -- 1.7%
National Presto Industries Inc................................................... 17,400 722,100
--------------
INSURANCE BROKERS -- 1.2%
Aetna Life & Casualty Co......................................................... 10,800 508,950
--------------
LEISURE TIME -- 3.3%
Brunswick Corp................................................................... 42,200 796,525
Outboard Marine Corp............................................................. 30,900 606,412
--------------
1,402,937
--------------
LIQUOR -- 0.9%
Anheuser Busch Cos. Inc.......................................................... 7,300 371,388
--------------
MAJOR REGIONAL BANKS -- 3.7%
BankAmerica Corp................................................................. 25,500 1,007,250
Chemical Banking Corp............................................................ 4,300 154,263
PNC Bank Corp.................................................................... 19,500 411,937
--------------
1,573,450
--------------
MANUFACTURING -- DIVERSIFIED IN -- 0.9%
Figgie International Holdings Inc. *............................................. 59,100 361,988
--------------
MEDICAL PRODUCTS & SUPPLIES -- 0.1%
Pharmchem Labs Inc. *............................................................ 13,200 26,400
--------------
MULTI-LINE INSURANCE -- 0.5%
Cigna Corp....................................................................... 3,300 208,725
--------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

56
<PAGE>
PROTECTIVE GROWTH AND INCOME FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
COMMON STOCK (CONTINUED)
OIL -- INTERNATIONAL INTEGRATED -- 2.1%
Amoco Corp....................................................................... 6,100 $ 360,662
Exxon Corp....................................................................... 7,300 443,475
Royal Dutch Petroleum Co......................................................... 900 96,750
--------------
900,887
--------------
OIL WELL EQUIPMENT & SERVICES -- 0.7%
Sonat Offshore Drilling Inc...................................................... 17,600 312,400
--------------
OTHER MAJOR BANKS -- 0.1%
Union Bank of San Francisco...................................................... 2,200 58,850
--------------
PAPER AND FOREST PRODUCTS -- 3.9%
Champion International Corp...................................................... 13,900 507,350
Georgia Pacific Corp............................................................. 15,900 1,136,850
--------------
1,644,200
--------------
PETROLEUM SERVICES -- 1.0%
Tosco Corp....................................................................... 14,100 410,663
--------------
PROPERTY-CASUALTY -- 2.7%
American Premier Underwriters.................................................... 20,300 525,262
Home State Holdings Inc. *....................................................... 23,700 355,500
Partner Re Holdings.............................................................. 12,600 261,450
--------------
1,142,212
--------------
PUBLISHING -- 1.8%
Valassis Communications Inc. *................................................... 49,900 748,500
--------------
PUBLISHING -- NEWSPAPERS -- 0.5%
American Publishing Co........................................................... 20,900 229,900
--------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

57
<PAGE>
PROTECTIVE GROWTH AND INCOME FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
COMMON STOCK (CONTINUED)
REAL ESTATE INVESTMENT TRUSTS -- 3.2%
Centerpoint Properties Corp...................................................... 23,100 $ 450,450
Haagen Alexander Properties Inc.................................................. 40,000 635,000
LTC Properties................................................................... 15,400 204,050
United Mobile Homes Inc.......................................................... 11,319 83,481
--------------
1,372,981
--------------
RETAIL -- SPECIALTY APPAREL STORE -- 2.1%
TJX Cos Inc...................................................................... 57,600 900,000
--------------
SAVINGS AND LOAN HOLDING COMPANIES -- 2.2%
GP Financial Corp................................................................ 45,900 946,687
--------------
STEEL -- 1.0%
Quanex Corp...................................................................... 19,100 436,913
--------------
TEXTILE -- APPAREL MANUFACTURERS -- 0.9%
Chic By HIS Inc. *............................................................... 39,700 377,150
--------------
TOBACCO -- 2.6%
Philip Morris Cos. Inc........................................................... 6,500 373,750
RJR Nabisco Holdings Corp. *..................................................... 8,700 47,850
UST Inc.......................................................................... 25,000 693,750
--------------
1,115,350
--------------
TRUCKERS -- 4.1%
Consolidated Freightways Inc..................................................... 76,500 1,711,687
--------------
TOTAL COMMON STOCK -- (Cost $36,770,574)......................................... 36,003,513
--------------
PREFERRED STOCK -- 1.4%
ELECTRONICS -- SEMICONDUCTORS -- 0.1%
Advanced Micro Devices Inc....................................................... 700 36,750
--------------
FOODS -- 0.6%
Chiquita Brands International Inc................................................ 5,800 239,250
--------------
TOBACCO -- 0.7%
RJR Nabisco Holdings Corp........................................................ 50,900 305,400
--------------
TOTAL PREFERRED STOCK -- (Cost $628,936)......................................... 581,400
--------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

58
<PAGE>
PROTECTIVE GROWTH AND INCOME FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
PRINCIPAL
SECURITY DESCRIPTION AMOUNT VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
SHORT TERM INVESTMENT -- 14.6%
REPURCHASE AGREEMENT -- 14.6%
State Street Bank and Trust Co., 5.625%, 01/03/1995..............................
(Dated 12/30/1994, collateralized by $6,285,000
United States Treasury Note, 4.625%, 2/15/1996,
with a value of $6,202,874).................................................... $ 6,199,000 $ 6,199,000

TOTAL SHORT TERM INVESTMENT -- (Cost $6,199,000)................................. 6,199,000
--------------
TOTAL INVESTMENTS -- (Cost $43,598,510) -- 101.1% 42,783,913
OTHER ASSETS LESS LIABILITIES -- (1.1)% (478,795)
--------------
NET ASSETS -- 100.0% $ 42,305,118
--------------
--------------
<FN>
- ------------------------
* Denotes non-income producing security.
</TABLE>

The accompanying notes are an integral part of the financial statements.

59
<PAGE>
PROTECTIVE SELECT EQUITY FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
COMMON STOCK -- 93.1%
AEROSPACE/DEFENSE -- 3.8%
Allied Signal Inc................................................................ 7,400 $ 251,600
Rockwell International Corp...................................................... 4,500 160,875
United Technologies Corp......................................................... 4,300 270,362
--------------
682,837
--------------
ALUMINUM -- 0.9%
Aluminum Co. of America.......................................................... 1,900 164,588
--------------
AUTOMOBILE -- 2.7%
Chrysler Corp.................................................................... 2,900 142,100
Ford Motor Co.................................................................... 6,200 173,600
General Motors Corp.............................................................. 4,000 169,000
--------------
484,700
--------------
AUTO PARTS -- 0.7%
Masland Corp..................................................................... 7,700 120,313
--------------
BEVERAGES -- ALCOHOLIC -- 0.7%
Anheuser Busch Cos. Inc.......................................................... 2,600 132,275
--------------
BEVERAGES -- SOFT DRINKS -- 3.2%
PepsiCo Inc...................................................................... 15,500 561,875
--------------
BROADCAST MEDIA -- 2.2%
Capital Cities ABC Inc........................................................... 4,500 383,625
--------------
BUSINESS SERVICES -- 0.7%
Ogden Corp. *.................................................................... 6,552 122,850
--------------
CHEMICALS -- 6.8%
Dow Chemical Co.................................................................. 5,500 369,875
Du Pont E I De Nemours & Co...................................................... 8,900 500,625
Monsanto Co...................................................................... 4,700 331,350
--------------
1,201,850
--------------
COMMERCIAL SERVICES -- 2.4%
Omnicom Group.................................................................... 8,100 419,175
--------------
COMPUTER SOFTWARE & SERVICES -- 2.3%
International Business Machines, Inc............................................. 5,500 404,250
--------------
CONGLOMERATES -- 2.7%
ITT Corp......................................................................... 2,400 212,700
Tenneco Inc...................................................................... 6,100 259,250
--------------
471,950
--------------
CONSTRUCTION MATERIALS -- 0.7%
Armstrong World Industries Inc................................................... 3,400 130,900
--------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

60
<PAGE>
PROTECTIVE SELECT EQUITY FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
COMMON STOCK (CONTINUED)
DRUGS & HEALTH CARE -- 1.7%
American Home Products Corp...................................................... 4,700 $ 294,925
--------------
ELECTRIC COMPANIES -- 3.4%
General Public Utilities Corp.................................................... 6,500 170,625
Peco Energy Co................................................................... 8,600 210,700
Public Service Co. *............................................................. 16,800 218,400
--------------
599,725
--------------
ELECTRICAL EQUIPMENT -- 0.6%
Philips Electronics N.V.......................................................... 3,700 108,688
--------------
ELECTRONICS -- INSTRUMENTATION -- 2.7%
Hewlett Packard Co............................................................... 3,300 329,587
Texas Instruments Inc............................................................ 1,900 142,263
--------------
471,850
--------------
ELECTRONICS -- SEMICONDUCTORS -- 1.3%
Intel Corp....................................................................... 3,600 229,950
--------------
ENTERTAINMENT -- 1.6%
Disney (Walt) Co. (The).......................................................... 6,200 285,975
--------------
FINANCIAL -- 1.3%
Federal National Mortgage Assn................................................... 3,200 233,200
--------------
FINANCIAL SERVICES -- 2.0%
Allstate Corp.................................................................... 4,800 113,400
Dean Witter Discover & Co........................................................ 3,600 121,950
Federal Home Loan Mortgage Corp.................................................. 2,300 116,150
--------------
351,500
--------------
GAS & PIPELINE UTILITIES -- 2.0%
Enron Corp....................................................................... 5,800 176,900
Panhandle Eastern Corp........................................................... 9,200 181,700
--------------
358,600
--------------
HEALTH CARE DRUGS -- 3.0%
Schering Plough Corp............................................................. 7,100 525,400
--------------
HOSPITAL MANAGEMENT -- 1.0%
Columbia HCA Healthcare Corp..................................................... 4,900 178,850
--------------
HOUSEHOLD PRODUCTS -- 4.2%
Corning Inc...................................................................... 6,700 200,162
Procter & Gamble Co.............................................................. 7,600 471,200
Unilever N.V..................................................................... 700 81,550
--------------
752,912
--------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

61
<PAGE>
PROTECTIVE SELECT EQUITY FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
COMMON STOCK (CONTINUED)
INSURANCE BROKERS -- 0.9%
MGIC Investment Corp............................................................. 4,800 $ 159,000
--------------
INSURANCE -- PROPERTY & CASUALTY -- 0.8%
CMAC Investment Corp............................................................. 5,100 147,263
--------------
MACHINERY -- DIVERSIFIED -- 1.2%
Caterpillar Inc.................................................................. 3,800 209,475
--------------
MAJOR REGIONAL BANKS -- 5.2%
BankAmerica Corp................................................................. 5,300 209,350
Citicorp......................................................................... 5,600 231,700
First Fidelity Bancorp........................................................... 3,800 170,525
Nationsbank Corp................................................................. 6,700 302,337
--------------
913,912
--------------
MANUFACTURING -- DIVERSIFIED IN -- 1.6%
Dover Corp....................................................................... 5,500 283,937
--------------
MULTI-LINE INSURANCE -- 2.6%
American International Group Inc................................................. 4,700 460,600
--------------
OIL -- INTERNATIONAL INTEGRATED -- 5.4%
Amoco Corp....................................................................... 3,000 177,375
Exxon Corp....................................................................... 7,000 425,250
Royal Dutch Petroleum Co......................................................... 3,300 354,750
--------------
957,375
--------------
PERSONAL LOANS -- 0.6%
Beneficial Corp.................................................................. 2,900 113,100
--------------
PHOTOGRAPHY -- 1.2%
Eastman Kodak Co................................................................. 4,600 219,650
--------------
PUBLISHING -- NEWSPAPERS -- 0.6%
Gannett Inc...................................................................... 2,100 111,825
--------------
RAILROADS & EQUIPMENT -- 1.1%
Union Pacific Corp............................................................... 4,100 187,062
--------------
RETAIL -- FOOD CHAINS -- 1.0%
Penn Traffic Co. *............................................................... 4,600 174,800
--------------
RETAIL -- GENERAL MERCHANDISE -- 1.7%
Wal Mart Stores Inc.............................................................. 14,000 297,500
--------------
RETAIL -- SPECIALTY APPAREL STORE -- 2.9%
Federated Department Stores Inc. *............................................... 5,400 103,950
LTD. Inc......................................................................... 10,400 188,500
Sears Roebuck & Co............................................................... 4,900 225,400
--------------
517,850
--------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

62
<PAGE>
PROTECTIVE SELECT EQUITY FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
COMMON STOCK (CONTINUED)
TELECOMMUNICATIONS -- LONG DISTANCE -- 4.1%
American Telephone & Telegraph Corp.............................................. 10,100 $ 507,525
Sprint Corp...................................................................... 8,100 223,762
--------------
731,287
--------------
TELEPHONE -- 1.9%
Ameritech Corp................................................................... 8,200 331,075
--------------
TEXTILE -- APPAREL MANUFACTURERS -- 1.0%
V F Corp......................................................................... 3,600 175,050
--------------
TOBACCO -- 4.0%
Philip Morris Cos. Inc........................................................... 12,300 707,250
--------------
TOYS -- 0.7%
Mattel Inc....................................................................... 5,100 128,138
--------------
TOTAL COMMON STOCK -- (Cost $16,846,269)......................................... 16,498,912
--------------
AMERICAN DEPOSITORY RECEIPTS -- 3.5%
OIL -- INTERNATIONAL INTEGRATED -- 1.8%
British Petroleum PLC............................................................ 3,900 311,513
--------------
TELEPHONE -- 1.7%
British Telecommunications *..................................................... 5,000 300,625
--------------
TOTAL DEPOSITORY RECEIPTS -- (Cost $600,373)..................................... 612,138
--------------
<CAPTION>
PRINCIPAL
AMOUNT
-------------
<S> <C> <C>
SHORT TERM INVESTMENT -- 3.1%
REPURCHASE AGREEMENT -- 3.1%
State Street Bank and Trust Co., 5.625%, 01/03/1995
(Dated 12/30/1994, collateralized by $570,000 United States
Treasury Note, 4.625%, 2/15/1996, with a value of $558,349)..................... $ 558,000 $ 558,000
--------------

TOTAL SHORT TERM INVESTMENT -- (Cost $558,000)................................... 558,000
--------------
TOTAL INVESTMENTS -- (Cost $18,004,642) -- 99.7% 17,669,050
OTHER ASSETS LESS LIABILITIES -- 0.3% 48,399
--------------
NET ASSETS -- 100.0% $ 17,717,449
--------------
--------------
<FN>
- ------------------------
* Denotes non-income producing security.
</TABLE>

The accompanying notes are an integral part of the financial statements.

63
<PAGE>
PROTECTIVE SMALL CAP EQUITY FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
COMMON STOCK -- 65.7%
ADVERTISING -- 1.6%
Dimac Corp. *.................................................................... 26,700 $ 337,088
--------------
BUILDING MATERIALS -- 3.5%
ABT Building Products Corp. *.................................................... 54,100 757,400
--------------
COMMERCIAL SERVICES -- 1.0%
Childrens Discovery Centers America *............................................ 5,100 58,013
International Post Ltd. *........................................................ 31,200 148,200
--------------
206,213
--------------
COMMUNICATION -- EQUIPMENT/MANUFACTURERS -- 2.7%
IPC Information Systems Inc. *................................................... 23,000 258,750
Micom Communications *........................................................... 16,699 146,116
Plantronics Inc. *............................................................... 6,100 183,000
--------------
587,866
--------------
COMMUNICATION SERVICES -- 2.8%
Black Box Corp. *................................................................ 40,600 609,000
--------------
COMPUTER SOFTWARE & SERVICES -- 0.2%
Opinion Research Corp.*.......................................................... 8,600 43,269
--------------
DRUGS & HEALTH CARE -- 0.5%
Playtex Products *............................................................... 16,000 114,000
--------------
ELECTRICAL EQUIPMENT -- 0.3%
Holophone Corp. *................................................................ 3,600 67,500
--------------
FOODS -- 3.1%
Alpine Lace Brands Inc. *........................................................ 5,300 18,550
Brothers Gourmet Coffees Inc. *.................................................. 14,100 155,100
Morningstar Group Inc............................................................ 70,000 490,000
--------------
663,650
--------------
HEALTH CARE MISCELLANEOUS -- 4.6%
American Healthcorp Inc. *....................................................... 18,900 95,681
Grancare Inc. *.................................................................. 36,900 645,750
National Health Labs Inc......................................................... 9,600 127,200
Physicians Clinical Labs Inc. *.................................................. 16,400 143,500
--------------
1,012,131
--------------
HOUSEHOLD PRODUCTS -- 1.9%
American Safety Razor Co. *...................................................... 30,400 418,000
--------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

64
<PAGE>
PROTECTIVE SMALL CAP EQUITY FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
COMMON STOCK (CONTINUED)
HOUSEWARES -- 3.1%
Levitz Furniture Inc. *.......................................................... 81,800 $ 674,850
--------------
MACHINERY -- DIVERSIFIED -- 1.7%
DT Industries Inc................................................................ 35,100 377,325
--------------
MANUFACTURING -- DIVERSIFIED IN -- 4.8%
Figgie International Holdings Inc. *............................................. 53,000 324,625
Foamex International Inc. *...................................................... 71,200 712,000
--------------
1,036,625
--------------
MEDICAL PRODUCTS & SUPPLIES -- 0.1%
American White Cross Inc. *...................................................... 11,700 30,713
--------------
OFFICE EQUIPMENT & SUPPLIES -- 0.6%
Nu Kote Holding Inc. *........................................................... 5,400 139,725
--------------
OIL -- INTERNATIONAL INTEGRATED -- 1.9%
Total Petroleum North America Ltd................................................ 33,400 417,500
--------------
PUBLISHING -- NEWSPAPERS -- 3.0%
American Publishing Co........................................................... 59,700 656,700
--------------
RESTAURANTS -- 3.1%
Quantum Restaurant Group Inc. *.................................................. 28,200 338,400
Sonic Corp. *.................................................................... 16,900 342,225
--------------
680,625
--------------
RETAIL -- SPECIALTY -- 14.1%
Brookstone Inc.*................................................................. 31,800 202,725
Ernst Home Center Inc. *......................................................... 37,300 317,050
J. Baker Inc..................................................................... 51,900 778,500
Musicland Stores Corp. *......................................................... 68,100 612,900
North American Watch Corp........................................................ 28,400 404,700
Oroamerica Inc. *................................................................ 9,900 79,200
Service Merchandise Co. Inc. *................................................... 43,400 200,725
Shoe Carnival Inc. *............................................................. 32,600 154,850
Supercuts Inc. *................................................................. 38,000 313,500
--------------
3,064,150
--------------
RETAIL -- SPECIALTY APPAREL STORE -- 4.3%
A Pea In The Pod Inc. *.......................................................... 9,100 20,475
Charming Shoppes Inc............................................................. 40,600 268,975
TJX Cos Inc...................................................................... 41,900 654,687
--------------
944,137
--------------
STEEL -- 0.8%
Webco Industries Inc. *.......................................................... 20,900 182,875
--------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

65
<PAGE>
PROTECTIVE SMALL CAP EQUITY FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
COMMON STOCK (CONTINUED)
TELECOMMUNICATIONS -- LONG DISTANCE -- 1.1%
USA Mobile Communications *...................................................... 23,200 $ 229,100
--------------
TEXTILE -- APPAREL MANUFACTURERS -- 1.7%
Authentic Fitness Corp. *........................................................ 2,500 34,687
Norton McNaughton Inc. *......................................................... 22,200 338,550
--------------
373,237
--------------
TOYS -- 1.2%
American Recreation Co. Holdings Inc. *.......................................... 37,900 255,825
--------------
TRUCKERS -- 2.0%
Consolidated Freightways Inc..................................................... 19,800 443,025
--------------
TOTAL COMMON STOCK -- (Cost $15,815,797)......................................... 14,322,529
--------------
AMERICAN DEPOSITORY RECEIPTS -- 2.7%
COMMERCIAL SERVICES -- 2.2%
Automated Security Holdings PLC *................................................ 210,606 473,863
--------------
PAPER AND FOREST PRODUCTS -- 0.5%
Concordia Paper Holdings Ltd. *.................................................. 10,700 109,675
--------------
TOTAL DEPOSITORY RECEIPTS -- (Cost $692,423)..................................... 583,538
--------------
<CAPTION>
PRINCIPAL
AMOUNT
-------------
<S> <C> <C>
SHORT TERM INVESTMENT -- 11.9%
REPURCHASE AGREEMENT -- 11.9%
State Street Bank and Trust Co., 5.625%, 01/03/1995
(Dated 12/30/1994, collateralized by $2,635,000 United States Treasury Note,
4.625%, 2/15/1996, with a value of $2,600,624).................................. $ 2,599,000 2,599,000
--------------
TOTAL SHORT TERM INVESTMENT -- (Cost $2,599,000)................................. 2,599,000
--------------
U.S. GOVERNMENT OBLIGATION -- 22.9%
United States Treasury Bill, 1.10%, 01/05/1995 **................................ 5,000,000 4,999,389
--------------
TOTAL U.S. GOVERNMENT OBLIGATIONS -- (Cost $4,999,389) 4,999,389
--------------
TOTAL INVESTMENTS -- (Cost $24,106,609) -- 103.2% 22,504,456
OTHER ASSETS LESS LIABILITIES -- (3.2)% (691,710)
--------------
NET ASSETS -- 100.0% $ 21,812,746
--------------
--------------
<FN>
- ------------------------
* Denotes non-income producing security.
** Annualized yield at time of purchase. (unaudited)
</TABLE>

The accompanying notes are an integral part of the financial statements.

66
<PAGE>
PROTECTIVE MONEY MARKET FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
PRINCIPAL
SECURITY DESCRIPTION AMOUNT VALUE
- -------------------------------------------------------------------------------------- ----------- -------------
<S> <C> <C>
U.S. GOVERNMENT AND AGENCY SECURITIES -- 99.4%
FEDERAL AGENCIES -- 99.4%
Federal Farm Credit Bank, 5.780%, 01/23/1995...................................... $ 800,000 $ 797,174
Federal Farm Credit Bank, 5.900%, 02/03/1995...................................... 270,000 268,540
Federal Home Loan Bank, 5.330%, 01/10/1995........................................ 300,000 299,600
Federal Home Loan Bank, 5.950%, 01/17/1995........................................ 210,000 209,445
Federal Home Loan Mortgage Corp., 5.900%, 01/05/1995.............................. 200,000 199,869
Federal Home Loan Mortgage Corp., 5.830%, 01/18/1995.............................. 725,000 723,004
Federal National Mortgage Assn., 5.880%, 01/06/1995............................... 400,000 399,673
Federal National Mortgage Assn., 5.300%, 01/09/1995............................... 100,000 99,882
Tennessee Valley Authority, 5.760%, 01/24/1995.................................... 600,000 597,792
-------------
TOTAL GOVERNMENT AND AGENCY SECURITIES --
(Cost $3,594,979) 3,594,979
-------------
TOTAL INVESTMENTS -- (Cost $3,594,979) -- 99.4 3,594,979
OTHER ASSETS LESS LIABILITIES -- 0.6 23,512
-------------
NET ASSETS -- 100.0% $ 3,618,491
-------------
-------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

67
<PAGE>
PROTECTIVE INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
FOR A SHARE OF COMMON STOCK OUTSTANDING FOR THE PERIOD MARCH 14,
1994 (COMMENCEMENT OF INVESTMENT OPERATIONS) THROUGH DECEMBER 31, 1994
<TABLE>
<CAPTION>
REALIZED AND
UNREALIZED GAIN
(LOSS) ON DISTRIBUTIONS
NET ASSET NET INVESTMENTS AND TOTAL DIVIDENDS DIVIDENDS IN EXCESS
VALUE AT INVESTMENT FOREIGN FROM FROM NET FROM NET OF
BEGINNING INCOME CURRENCY INVESTMENT INVESTMENT REALIZED NET REALIZED
OF PERIOD (2)(6) TRANSACTIONS (6) OPERATIONS INCOME CAPITAL GAINS GAINS
--------- ------------- --------------- ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Global Income
Fund (1)............. $ 10.000 $ 0.367 $ (0.442) $ (0.075) $ (0.367) $ 0.000 $ 0.000
International Equity
Fund (1)............. 10.000 0.048 (0.467) (0.419) 0.000 0.000 0.000
Growth and Income
Fund (1)............. 10.000 0.114 (0.300) (0.186) (0.114) (0.031) (0.008)
Select Equity
Fund (1)............. 10.000 0.093 (0.039) 0.054 (0.093) (0.120) (0.002)
Small Cap Equity
Fund (1)............. 10.000 0.038 (1.025) (0.987) (0.038) (0.001) (0.023)
Money Market
Fund (1)............. 1.000 0.031 0.000 0.031 (0.031) 0.000 0.000

RATIO RATIO OF NET
NET ASSET OF OPERATING INVESTMENT
VALUE AT NET ASSETS EXPENSES INCOME TO PORTFOLIO
TOTAL END OF TOTAL END TO AVERAGE AVERAGE TURNOVER
DISTRIBUTIONS PERIOD RETURN (3)(5) OF PERIOD NET ASSETS(4) NET ASSETS(4) RATE (5)
------------- --------- ------------ ---------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Global Income
Fund (1)............. $ (0.367) $ 9.558 (0.74)% $ 17,281 1.10% 5.58% 210%
International Equity
Fund (1)............. 0.000 9.581 (4.18) 27,385 1.10 1.25 33
Growth and Income
Fund (1)............. (0.153) 9.661 (1.86) 42,305 0.80 2.21 36
Select Equity
Fund (1)............. (0.215) 9.839 0.53 17,717 0.80 2.44 56
Small Cap Equity
Fund (1)............. (0.062) 8.951 (9.87) 21,813 0.80 1.07 17
Money Market
Fund (1)............. (0.031) 1.000 3.14 3,618 0.60 3.80 N/A
<FN>
- ----------------------------------

(1) Investment operations commenced on March 14, 1994.

(4) Annualized.

(5) Non-Annualized.

(6) The per share computation is a mathematical computation which may
appear inconsistent with the statement of operations.
</TABLE>

68
<PAGE>
PROTECTIVE INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994

NOTE A -- ORGANIZATION
Protective Investment Company (the "Company") was incorporated in the State
of Maryland on September 2, 1993 as an open-end management investment company.
The Company offers six separately managed pools of assets which have differing
investment objectives and policies. The Company currently issues six classes of
its shares: Global Income Fund, International Equity Fund, Growth and Income
Fund, Select Equity Fund, Small Cap Equity Fund and Money Market Fund
(collectively a "Fund" and the "Funds"). The Company had no operations prior to
March 2, 1994, other than those relating to organizational matters. The initial
capital contribution of $60,000, $10,000 per class, resulting in 1,000 shares
being issued by the Global Income Fund, International Equity Fund, Growth and
Income Fund, Select Equity Fund and Small Cap Equity Fund and 10,000 shares
being issued by the Money Market Fund, was provided on March 2, 1994 by
Protective Life Insurance Company. The Company commenced investment operations
on March 14, 1994.

The Company offers each class of its stock to a separate account of
Protective Life Insurance Company ("Protective Life") as funding vehicles for
certain variable annuity contracts issued by Protective Life through the
separate account.

NOTE B -- SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by
the Company in the preparation of its financial statements.

VALUATION OF INVESTMENTS -- The Company's portfolio securities traded on a
national securities exchange are valued at the last sale price, or, if no sale
occurs, at the mean between the closing bid and closing asked prices. Portfolio
securities traded over-the-counter are valued at the last sale price, or, if no
sale occurs, at the mean between the last bid and asked prices. Debt securities
with a remaining maturity of 61 days or more are valued on the basis of
dealer-supplied quotations or by a pricing service selected by Goldman Sachs
Asset Management, investment adviser to the Company, and approved by the board
of directors of the Company. Short-term securities and debt securities with a
remaining maturity of 60 days or less are valued at their amortized cost which
approximates market value. Options and futures contracts are valued at the last
sale price on the market where any such options or futures contract is
principally traded. Options traded over-the-counter are valued based upon prices
provided by market makers in such securities or dealers in such currencies.
Securities for which current market quotations are unavailable or for which
quotations are not deemed by the investment adviser to be representative of
market values are valued at fair value as determined in good faith pursuant to
procedures established by the board of directors.

FOREIGN SECURITIES -- Foreign securities traded on a recognized securities
exchange are valued at the last sale price in the principal market where they
are traded, or, if closing prices are unavailable, at the last bid price
available prior to the time a Fund's net asset value is determined. Foreign
portfolio securities prices are furnished by quotation services expressed in the
local currency's value and are translated into U.S. dollars at the current rate
of exchange.

REPURCHASE AGREEMENTS -- In connection with transactions in repurchase
agreements, the Company's custodian takes possession of the underlying
collateral securities, the value or market price of which is at least equal to
the principal amount, including interest, of the repurchase transaction. To the
extent that any repurchase transaction exceeds one business day, the value of
the collateral is marked-to-market on a daily basis to ensure the adequacy of
the collateral. In the event of default of the obligation to repurchase, the
Fund has the right to liquidate the collateral and apply the proceeds in

69
<PAGE>
PROTECTIVE INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994

NOTE B -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
satisfaction of the obligation. Under certain circumstances, in the event of
default or bankruptcy by the other party to the agreement, realization and/or
retention of the collateral or proceeds may be subject to legal proceedings.

INVESTMENT TRANSACTIONS -- Investment security transactions are recorded on the
date of purchase or sale. Realized gains and losses from security transactions
are determined on the basis of identified cost.

INVESTMENT INCOME -- Dividend income is recorded on the ex-dividend date, or, in
the case of dividend income on foreign securities, on the ex-dividend date or
when the Fund becomes aware of its declaration. Interest income is recorded on
the accrual basis.

FOREIGN CURRENCY TRANSLATIONS -- The records of the Company are maintained in
U.S. dollars. Foreign currency amounts are translated into U.S. dollars at a
current rate of exchange of such currency to determine the value of investments,
other assets and liabilities on the date of any determination of net asset value
of the Funds. Purchases and sales of securities and income and expenses are
converted at the prevailing rate of exchange on the respective dates of such
transactions. Net realized gain or loss on foreign currency includes net
realized currency gains and losses recognized between accrual and payment dates.

Upon the purchase or sale of a security denominated in a foreign currency,
the Company may enter into a foreign currency exchange contract for the purchase
or sale, for a fixed amount of U.S. dollars, of an amount of the foreign
currency required to settle the security transaction. Accordingly, the Company
would not realize currency gains or losses between the trade and settlement
dates on such security transactions.

The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Company on each day and the resulting net unrealized
appreciation, depreciation and related net receivable or payable amounts are
determined by using forward currency exchange rates supplied by a quotation
service.

FORWARD CURRENCY CONTRACTS -- A forward foreign currency contract ("Forward") is
an agreement between two parties to buy and sell a currency at a set price on a
future date. The market value of the Forward fluctuates with changes in currency
exchange rates. The Forward is marked-to-market daily and the change in the
market value is recorded by the Fund as an unrealized gain or loss. When the
Forward is closed, the Fund records a realized gain or loss equal to the
difference between the value at the time its was opened and the value at the
time it was closed. The Fund could be exposed to risk if a counterparty is
unable to meet the terms of the contract or if the value of the currency changes
unfavorably. The Fund may enter into Forwards in connection with planned
purchases and sales of securities, to hedge specific receivables or payables
against changes in future exchange rates or to hedge the U.S. dollar value of
portfolio securities denominated in a foreign currency. The Funds purchase and
sell forward currency contracts in order to hedge against the fluctuation of
foreign currencies and, in certain circumstances, to increase the Funds total
returns.

CALL AND PUT OPTIONS -- A call option written by a Fund obligates the Fund to
sell specified currency or security to the option holder at a specified price at
any time before the expiration date. A put option written by a Fund obligates
the Fund to purchase specified currency or security from the option holder at a
specified price at any time before the expiration date. These transactions
involve a risk that a Fund may, upon exercise of the option, be required to sell
currency or securities at a price that is less than its market value or be
required to purchase currency or securities at a price that exceeds its market
value. A Fund may also realize gains or losses by entering into closing purchase
transactions

70
<PAGE>
PROTECTIVE INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994

NOTE B -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
identical to call or put options that have been written by the Fund in order to
terminate its obligation under a call or put option. In determining the amount
of gain or loss realized, the option premium paid and related transactions costs
are added to the exercise price. The Funds enter into option transactions to
hedge against the fluctuation in a security's value, index's value or foreign
currency's value or to seek to increase the Funds total returns.

EXPENSES -- Expenses directly attributable to a Fund are charged to that Fund.
Expenses not directly attributable to a Fund are split evenly among the affected
Funds, allocated on the basis of relative average net assets, or otherwise
allocated among the Funds as the board of directors may direct or approve.

DISTRIBUTIONS -- Distributions from net investment income are declared and
distributed at least annually for International Equity Fund, Select Equity Fund
and Small Cap Equity Fund; declared and distributed quarterly for Growth and
Income Fund; declared and distributed monthly for Global Income Fund; and
declared daily and distributed monthly for Money Market Fund. Distributions from
net realized capital gains, if any, are declared and distributed at least
annually. Distributions are recorded on the ex-dividend date.

FEDERAL INCOME TAXES -- Each Fund of the Company is treated as a separate entity
for federal tax purposes. Each Fund intends to qualify each year as a regulated
investment company under Subchapter M of the Internal Revenue Code, as amended.
By so qualifying, the Funds will not be subject to federal income taxes to the
extent that they distribute all of their taxable income, including realized
capital gains, for the fiscal year. In addition, by distributing during each
calendar year substantially all of their net investment income, capital gains
and certain other amounts, if any , the Funds will not be subject to a federal
excise tax. Income distributions and capital gains distributions of a Fund are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily due to
differing treatments of income and gains on various securities held by a Fund,
timing differences and/or differing characterization of distribution made by the
Funds. Any permanent book and tax basis differences at fiscal year-end have been
reclassified to reflect the tax characterization.

NOTE C -- AGREEMENTS AND FEES
The Company has entered into an investment management agreement with
Investment Distributors Advisory Services, Inc. (the "Investment Manager"), a
wholly-owned subsidiary of Protective Life Corporation, under which the Company
agrees to pay for business management and administrative services furnished by
the Investment Manager. For its services to the Company, the Investment Manager
receives a monthly management fee based on the average daily net assets of each
Fund at the following annual rates: Global Income Fund, 1.10%; International
Equity Fund, 1.10%; Growth and Income Fund, .80%; Select Equity Fund, .80%;
Small Cap Equity Fund, .80%; and Money Market Fund, .60%.

In order to limit expenses, Protective Life has voluntarily undertaken to
pay certain operating expenses of the Company or of any Fund to the extent that
such expenses (excluding brokerage or other portfolio transaction expenses or
expenses of litigation, indemnification, taxes or other extraordinary expenses,
as accrued for each Fund) exceed the following percentages of that Fund's
estimated average daily net assets on an annualized basis: Global Income Fund,
1.10%; International Equity Fund, 1.10%; Growth and Income Fund, .80%; Select
Equity Fund, .80%; Small Cap Equity Fund, .80%; and Money Market Fund, .60%. The
Investment Manager may end its obligation to pay such expense upon 120 days
notice to the Company.

71
<PAGE>
PROTECTIVE INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994

NOTE C -- AGREEMENTS AND FEES (CONTINUED)
Goldman Sachs Asset Management acts as the investment adviser (the
"Adviser") of Growth and Income Fund, Money Market Fund, Select Equity Fund and
Small Cap Equity Fund. Goldman Sachs Asset Management-International acts as the
Adviser to Global Income Fund and International Equity Fund. Each Adviser has
entered into an investment advisory agreement for each Fund with the Investment
Manager under which the Adviser manages the investment portfolios of the Funds
of which it is Adviser. As compensation for its services, the Advisers receive a
monthly fee from the Investment Manager based on the average daily net assets of
each Fund at the following annual rates: Global Income Fund and International
Equity Fund, .40% of the first $50 million, .30% of the next $100 million, .25%
of the next $100 million, and .20% of the assets in excess of $250 million;
Growth and Income Fund, Select Equity Fund and Small Cap Equity Fund, .40% of
the first $50 million, .30% of the next $150 million , and .20% of assets in
excess of $200 million; Money Market Fund, .35% of the first $50 million, .25%
of the next $100 million, .20% of the next $100 million, and .15% of assets in
excess of $250 million.

Directors of the Company who are not interested persons receive an annual
fee of $2,000 and $1,500 for each meeting attended.

NOTE D -- INVESTMENT TRANSACTIONS
Purchases and proceeds from sales and maturities of investments, excluding
short-term securities for each Fund other than the Money Market Fund, for the
period from March 14, 1994 (commencement of investment operations) to December
31, 1994 were as follows:

<TABLE>
<CAPTION>
NON-U.S. U.S. NON-U.S. U.S.
GOVERNMENT GOVERNMENT GOVERNMENT GOVERNMENT
PURCHASES PURCHASES SALES SALES
---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Global Income Fund........................................ $ 25,087,819 $ 9,243,656 $ 16,171,452 $ 3,689,992
International Equity Fund................................. 26,489,544 0 3,804,708 0
Growth and Income Fund.................................... 43,453,645 0 6,188,832 0
Select Equity Fund........................................ 21,749,443 0 4,514,754 0
Small Cap Equity Fund..................................... 17,870,509 0 1,363,872 0
</TABLE>

Purchases and sales, including maturities, of short-term securities by the
Money Market Fund for the period from March 14, 1994 (commencement of investment
operations) to December 31, 1994 were $34,241,424 and $30,779,588, respectively.

The identified cost of investments in securities owned by each Fund for
federal income tax purposes and their respective gross unrealized appreciation
and depreciation at December 31, 1994 were as follows:

<TABLE>
<CAPTION>
GROSS UNREALIZED NET UNREALIZED
IDENTIFIED --------------------------------- APPRECIATION
COST APPRECIATION (DEPRECIATION) (DEPRECIATION)
---------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Global Income Fund....................................... $ 17,203,321 $ 35,726 $ (327,898) $ (292,172)
International Equity Fund................................ 27,822,218 1,095,799 (885,313) 210,486
Growth and Income Fund................................... 43,747,613 854,457 (1,818,157) (963,700)
Select Equity Fund....................................... 18,007,718 337,117 (675,785) (338,668)
Small Cap Equity Fund.................................... 24,106,609 769,467 (2,371,620) (1,602,153)
Money Market Fund........................................ 3,594,979 0 0 0
</TABLE>

In addition, the following Funds had capital loss carryforwards: Global
Income Fund $123,300 and International Equity Fund $247,765. The capital loss
carryforwards may be utilized to offset capital gains through December 31, 2002.

72
<PAGE>
PROTECTIVE INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994

NOTE E -- SHAREHOLDER TRANSACTIONS
The authorized capital stock of the Company consists of 1 billion shares,
par value $.001 per share. Six hundred million of the authorized shares have
been divided into and may be issued in six designated classes as follows: Global
Income Fund, 100 million shares; International Equity Fund, 100 million shares;
Growth and Income Fund, 100 million shares; Select Equity Fund, 100 million
shares; Small Cap Equity Fund, 100 million shares; and Money Market Fund, 100
million shares.

Transactions in shares were as follows:
<TABLE>
<CAPTION>
GLOBAL INCOME FUND INTERNATIONAL EQUITY FUND
MARCH 14, 1994* MARCH 14, 1994*
TO DECEMBER 31, 1994 TO DECEMBER 31, 1994
------------------------------- -----------------------------------
SHARES DOLLARS SHARES DOLLARS
------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Shares sold............................. 1,975,710 $ 19,281,417 2,926,579 $ 28,423,406
Shares issued to shareholders in
reinvestment of dividends.............. 46,868 451,352 0 0
Shares redeemed......................... (215,426) (2,082,597) (69,388) (669,030)
------------- ---------------- ---------------- -----------------
Net increase............................ 1,807,152 $ 17,650,172 2,857,191 $ 27,754,376
------------- ---------------- ---------------- -----------------
------------- ---------------- ---------------- -----------------

GROWTH AND INCOME FUND SELECT EQUITY FUND
MARCH 14, 1994* MARCH 14, 1994*
TO DECEMBER 31, 1994 TO DECEMBER 31, 1994
------------------------------- -----------------------------------
SHARES DOLLARS SHARES DOLLARS
------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Shares sold............................. 4,404,799 $ 43,422,513 1,816,889 $ 18,229,784
Shares issued to shareholders in
reinvestment of dividends.............. 51,337 501,081 38,441 378,199
Shares redeemed......................... (78,272) (778,699) (55,502) (561,866)
------------- ---------------- ---------------- -----------------
Net increase............................ 4,377,864 $ 43,144,895 1,799,828 $ 18,046,117
------------- ---------------- ---------------- -----------------
------------- ---------------- ---------------- -----------------
<CAPTION>

SMALL CAP EQUITY FUND MONEY MARKET FUND
MARCH 14, 1994* MARCH 14, 1994*
TO DECEMBER 31, 1994 TO DECEMBER 31, 1994
------------------------------- -----------------------------------
SHARES DOLLARS SHARES DOLLARS
------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Shares sold............................. 2,469,183 $ 23,792,481 19,446,623 $ 19,446,623
Shares issued to shareholders in
reinvestment of dividends.............. 16,747 149,912 115,976 115,976
Shares redeemed......................... (50,091) (481,208) (15,954,111) (15,954,111)
------------- ---------------- ---------------- -----------------
Net increase............................ 2,435,839 $ 23,461,185 3,608,488 $ 3,608,488
------------- ---------------- ---------------- -----------------
------------- ---------------- ---------------- -----------------
<FN>
- ------------------------
* Commencement of investment operations.
</TABLE>

73
<PAGE>
PROTECTIVE INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994

NOTE F -- FORWARD FOREIGN CURRENCY CONTRACTS
At December 31, 1994, the outstanding forward exchange currency contracts,
which contractually obligate the Fund to deliver currencies at a specified date,
were as follows:

GLOBAL INCOME FUND
<TABLE>
<CAPTION>
U.S. $ COST
ON U.S. $ UNREALIZED
ORIGINATION CURRENT APPRECIATION
DATE VALUE (DEPRECIATION)
------------ ------------ ---------------
<S> <C> <C> <C>
FOREIGN CURRENCY PURCHASE CONTRACTS
CAD, expiring 03/02/1995...................................................... $ 2,432,059 $ 2,432,059 $ 0
CHF, expiring 02/15/1995...................................................... 805,025 805,025 0
DEM, expiring 02/14/1995-03/07/1995........................................... 1,417,007 1,417,007 0
ESP, expiring 02/09/1995...................................................... 790,287 787,358 (2,929)
FRF, expiring 02/28/1995...................................................... 1,265,193 1,265,193 0
GBP, expiring 02/09/1995-02/14/1995........................................... 2,339,798 2,340,713 915
NLG, expiring 01/23/1995...................................................... 589,094 589,094 0
------------ ------------ ---------------
9,638,463 9,636,449 (2,014)
---------------
FOREIGN CURRENCY SALE CONTRACTS
AUD, expiring 01/23/1995...................................................... 696,511 718,262 (21,751)
CAD, expiring 03/02/1995...................................................... 2,458,029 2,432,059 25,970
CHF, expiring 02/15/1995...................................................... 803,934 805,025 (1,091)
DEM, expiring 02/09/1995-03/07/1995........................................... 4,319,288 4,369,250 (49,962)
ESP, expiring 02/09/1995...................................................... 787,358 787,358 0
FRF, expiring 02/28/1995...................................................... 1,902,777 1,878,038 24,739
GBP, expiring 02/07/1995-02/14/1995........................................... 3,181,541 3,097,561 83,980
ITL, expiring 02/27/1995...................................................... 1,329,121 1,315,566 13,555
JPY, expiring 03/13/1995...................................................... 570,071 574,927 (4,856)
NLG, expiring 01/23/1995...................................................... 1,148,880 1,157,289 (8,409)
------------ ------------ ---------------
17,197,510 17,135,335 62,175
---------------
$ 60,161
---------------
---------------
INTERNATIONAL EQUITY FUND

U.S. $ COST
ON U.S. $ UNREALIZED
ORIGINATION CURRENT APPRECIATION
DATE VALUE (DEPRECIATION)
------------ ------------ ---------------
<S> <C> <C> <C>
FOREIGN CURRENCY PURCHASE CONTRACTS
DEM, expiring 03/03/1995...................................................... $ 1,278,162 $ 1,280,741 $ 2,579
JPY, expiring 01/23/1995...................................................... 1,914,851 1,926,333 11,482
SEK, expiring 03/06/1995...................................................... 41,359 41,359 0
------------ ------------ ---------------
3,234,372 3,248,433 14,061
---------------
FOREIGN CURRENCY SALE CONTRACTS
DEM, expiring 07/03/1995...................................................... 4,406,797 4,478,812 (72,015)
ESP, expiring 03/03/1995...................................................... 1,278,162 1,282,549 (4,387)
JPY, expiring 01/23/1995...................................................... 326,438 326,438 0
SEK, expiring 03/06/1995...................................................... 3,309,240 3,360,163 (50,923)
------------ ------------ ---------------
9,320,637 9,447,962 (127,325)
---------------
$ (113,264)
---------------
---------------
</TABLE>

74
<PAGE>
PROTECTIVE INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1994

NOTE F -- FORWARD FOREIGN CURRENCY CONTRACTS (CONTINUED)
GLOSSARY OF TERMS

AUD -- Australian Dollar
CAD -- Canadian Dollar
CHF -- Swiss Franc
DEM -- Deutsche Mark
ESP -- Spanish Peseta
FRF -- French Franc
GBP -- Great British Pound
ITL -- Italian Lira
JPY -- Japanese Yen
NLG -- Dutch Guilder
SEK -- Swedish Krona
US$ -- United States Dollar

75
<PAGE>
PART C
OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements:

The audited statements of assets and liabilities of the Registrant are found
in Part B.

The audited financial statements of the Registrant for the fiscal period
March 14, 1994 through December 31, 1994 are found in Part B.

(b) Exhibits:

<TABLE>
<S> <C> <C>
1. Articles of Incorporation of Registrant. (1)
2. By-Laws of Registrant. (2)
3. None.
4. None.
5. (a) Investment Management Agreement Between Investment Distributors
Advisory Services, Inc. and the Registrant. (3)
(b) Investment Advisory Agreements (sub-advisory agreement) Between
Investment Distributors Advisory Services, Inc. and Goldman Sachs
Asset Management. (3)
(c) Investment Advisory Agreements (sub-advisory agreement) Between
Investment Distributors Advisory Services, Inc. and Goldman Sachs
Asset Management International. (3)
6. Participation/Distribution Agreement between Registrant, Investment
Distributors, Inc. and Protective Life Insurance Company. (3)
7. None.
8. Custody Agreement between Registrant and State Street Bank and Trust
Company. (3)
9. (a) Transfer Agency and Service Agreement between Registrant and State
Street Bank and Trust Company. (3)
(b) Subadministration Agreement Between Registrant, State Street Bank
and Trust Company and Investment Distributors Advisory Services,
Inc. (3)
10. Opinion and Consent of Sutherland, Asbill & Brennan. (2)
11. (a) Consent of Sutherland, Asbill & Brennan.
(b) Consent of Coopers & Lybrand L.L.P.
12. None.
13. Subscription Agreement. (2)
14. None.
15. None.
16. None.
17. None.
18. Copies of Powers of Attorney. (2)
27.1 Protective Money Market Fund Financial Data Schedule (3)
27.2 Protective Select Equity Fund Financial Data Schedule (3)
27.3 Protective Small Cap Fund Financial Data Schedule (3)
27.4 Protective International Equity Fund Financial Data Schedule (3)
27.5 Protective Growth and Income Fund Financial Data Schedule (3)
27.6 Protective Global Income Fund Financial Data Schedule (3)
<FN>
- ------------------------
(1) Incorporated herein by reference to the initial Form N-1A registration
statement filed on November 12, 1993 (file No. 33-71592).
(2) Incorporated herein by reference to the pre-effective amendment No. 1 to
the Form N-1A registration statement filed on March 4, 1994 (file No.
33-71592).
(3) Incorporated herein by reference to the post-effective amendment No. 1 to
the Form N-1A registration statement filed on September 14, 1994 (file No.
33-71592).
</TABLE>

C-1
<PAGE>
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

No person is controlled by the Registrant. All of the outstanding common
stock of the Registrant is, or will be, owned by Protective Life Insurance
Company ("Protective"), a Tennessee life insurance corporation, Protective Life
Corporation 401(k) and Stock Ownership Plan and Protective Variable Annuity
Separate Account, a separate account of Protective that is registered as a unit
investment trust under the Investment Company Act of 1940 (File Nos.
811-8108/33-70984). Protective is a wholly-owned subsidiary of Protective Life
Corporation ("PLC"), an insurance holding corporation whose common stock is
traded on the New York Stock Exchange. Since 1983, Protective has owned 100% of
American Foundation Life Insurance Company, an Alabama domiciled life insurance
company. In addition, various other companies controlled by Protective and PLC
or otherwise affiliated with Protective and therefore may be deemed to be under
common control with the Registrant. These companies, together with the identity
of the owners of their common stock, are set forth on the diagram following.

C-2
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
PROTECTIVE LIFE CORPORATION
PROTECTIVE LIFE CORPORATION ORGANIZATIONAL CHART*
(Ultimate Controlling Person)
Delaware Corporation
TIN 95-2492236
INVESTMENT DISTRIBUTORS, INC. (TENNESSEE)
Parent Company Owns 100% of Stock TIN 63-1100710
INVESTMENT DISTRIBUTORS ADVISORY SERVICES, INC. (TENNESSEE)
Parent Company Owns 100% of Stock TIN 63-1100711
PES OF MARYLAND, INC. (MARYLAND)
Parent Company Owns 100% of Stock TIN 52-1841605
PES OF OHIO, INC. (OHIO)
Parent Company Owns 100% of Stock TIN 34-1749375
FIRST PROTECTIVE INSURANCE GROUP, INC. (ALABAMA)
Parent Company Owns 100% of Stock TIN 63-0846761
HOTEL DEVELOPMENT COMPANY, INC. (ALABAMA)
Parent Company Owns 100% of Stock TIN 63-0938078
PROTECTIVE EQUITY SERVICES, INC. (ALABAMA)
Parent Company Owns 100% of Stock TIN 63-0879387
PROTECTIVE BENEFITS COMMUNICATIONS INC. (MISSOURI)
Parent Company Owns 100% of Stock TIN 43-1199343
PROTECTIVE LIFE INSURANCE COMPANY (TENNESSEE)
Parent Company Owns 100% of Stock TIN 63-0169720 NAIC CO 68136
WISCONSIN NATIONAL LIFE INSURANCE COMPANY (WISCONSIN)
PLIC owns 100% of Stock TIN 39-0714280 NAIC CO 70580
PROTECTIVE LIFE INSURANCE CORPORATION OF ALABAMA (ALABAMA)
PLIC owns 100% of Stock TIN 63-1088714 NAIC CO 62868
EMPIRE GENERAL LIFE ASSURANCE CORPORATION (FORMERLY, NATIONAL OLD LINE
INSURANCE COMPANY (TENNESSEE)
PLIC owns 100% of Stock TIN 63-1073929 NAIC CO 94285
AMERICAN FOUNDATION LIFE INSURANCE COMPANY (ALABAMA)
PLIC owns 100% Voting Stock PLC Owns 100% of Non-Voting Preferred Stock TIN
63-0761690 NAIC CO 88536
PROTECTIVE ASSIGNED BENEFITS COMPANY (FORMERLY) PFC AGENCY OF TEXAS, INC.
(TEXAS)
PLIC owns 100% of Stock TIN 75-2366969
CAPITAL INVESTORS LIFE INSURANCE COMPANY (ARIZONA)
PLIC owns 100% of Stock TIN 56-1407737 NAIC CO 62456
PROTECTIVE INVESTMENT COMPANY (MARYLAND)
PLIC Separate Account will own 100% of Stock TIN 52-1854793
FINANCIAL PROTECTION MARKETING, INC FORMERLY, R. L. HERNDON & ASSOCIATES,
INC. (INDIANA)
Parent Company Owns 100% of Stock TIN 34-1349213
VOLUNTARY BENEFITS INTERNATIONAL, INC. (ALABAMA)
Parent Company Owns 100% of Stock TIN 63-0984208
CENTRAL FINANCIAL CENTER, INC. (LOUISIANA)
Parent Company Owns 100% of Stock TIN 72-1183399
IPD MARKETING SERVICES, INC. (ALABAMA)
Parent Company Owns 100% of Stock TIN 63-1062369
PRODUCT RESOURCE GROUP, INC. (ALABAMA)
Parent Company Owns 100% of Stock TIN 63-1087298
SPECIALTY ASSET MANAGEMENT CORPORATION (DELAWARE)
Parent Company Owns 100% of Stock TIN 52-1836315
PROTECTIVE ASSET MANAGEMENT COMPANY
(Delaware General Partnership) SAMCO has 60% interest
PROTECTIVE LLC HOLDING, INC.
Parent Company Owns 100% of Stock TIN 63-1114345
PLC CAPITAL L.L.C
(Delaware Limited Liability Company) Class A Interest Owned by PLC Class B
Interest Owned by Protective LLC Holding, Inc. TIN 63-1114346
LIPPO PROTECTIVE LIFE INSURANCE COMPANY LIMITED
Parent Company Owns 50% of Stock

C-3
<PAGE>
Item 26. NUMBER OF HOLDERS OF SECURITIES.

<TABLE>
<CAPTION>
NUMBER OF RECORD HOLDERS
TITLE OF CLASS AS OF SEPTEMBER 10, 1994
- ------------------------------------------------ -------------------------------
<S> <C>
Money Market Series 2
Select Equity Series 2
Small Cap Equity Series 2
International Equity Series 2
Global Income Series 2
Growth and Income Series 2
</TABLE>

Item 27. INDEMNIFICATION.

See Article X of the Registrant's Articles of Incorporation, filed as
Exhibit 1 to the initial filing of this Registration Statement, which provision
is incorporated herein by reference.

The Investment Advisory Agreements between the Investment Manager and
Goldman Sachs Asset Management and Goldman Sachs Asset Management International
all provide that the Manager will indemnify the Adviser (and its affiliates) for
all claims, actions, losses, damages, liabilities, costs, charges, counsel fees
and expenses arising out of any breach by the Manager of any representation or
agreement contained in the Advisory Agreements. The Advisory Agreements also all
provide that the Adviser will indemnify the Manager for any losses arising out
of the Adviser's disabling conduct.

The Registrant has purchased a directors and officers liability insurance
policy to insure such persons (subject to the policy's coverage limits,
exclusions and deductibles) against loss resulting from claims by reason of any
act, error, omission, misstatement, misleading statement, neglect or breach of
duty.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act, and Registrant will be governed by the final
adjudication of such issue.
Item 28.BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT MANAGER AND INVESTMENT
ADVISER.

INVESTMENT MANAGER

The Registrant's investment manager is Investment Distributors Advisory
Services, Inc. ("IDASI"). The business of Protective is summarized in item 25 of
this registration statement and in the prospectus constituting Part A under the
caption "Investment Manager" and in the statement of additional information
constituting Part B under the caption "Investment Manager," which summarizations
are incorporated by reference herein. Set forth below is a list of: (a) each
director of IDASI, (b) each principal executive officer of IDASI, and (c)
certain other officers of IDASI who may be considered to be involved in IDASI's
investment management activities.

As to each director, the list indicates business, profession, vocation or
employment of a substantial nature that such director has been, at any time
during the past two fiscal years, engaged for his or her own account or in the
capacity of director, officer, partner or trustee. Unless otherwise indicated,
officers of IDASI have no other business, profession, vocation or employment of
a substantial nature than their position at IDASI. The principal business
address of each officer of IDASI is the same as that of the Registrant.

C-4
<PAGE>

<TABLE>
<CAPTION>
ORGANIZATION AND BUSINESS
NAME POSITION ADDRESS OF ORGANIZATION
- ---------------------------- --------------------------- ------------------------------------------------------
<S> <C> <C>
J. Kelly Ardrey Treasurer Treasurer and Financial Operations Principal
ProEquities, Inc.
2801 Highway 280 South
Birmingham, Alabama 35223
John K. Wright Secretary, Director Secretary, Director
ProEquities, Inc.
2801 Highway 280 South
Birmingham, Alabama 35223
Vice President & Senior Associate Counsel
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35223
Lizabeth R. Nichols Assistant Secretary, Chief Assistant Secretary, Chief Compliance Officer,
Compliance Officer, Director
Director ProEquities, Inc.
2801 Highway 280 South
Birmingham, Alabama 35223
Vice President &
Senior Associate Counsel
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35223
R. Stephen Briggs Director Director
ProEquities, Inc.
2801 Highway 280 South
Birmingham, Alabama 35223
Executive Vice President
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35223
Doretta Milligan President, Director President, Chief Executive Officer, Director
ProEquities, Inc.
2801 Highway 280 South
Birmingham, Alabama 35223
Richard Bielen Director Vice President, Investments
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35223
</TABLE>

INVESTMENT ADVISER

The Registrant has two investment advisers: Goldman Sachs Asset Management
("GSAM"), a separate operating division of Goldman Sachs & Company, and Goldman
Sachs Asset Management International ("GSAMI"), an affiliate of Goldman, Sachs &
Co. The business of GSAM and GSAMI is summarized in the prospectus constituting
Part A under the caption "Advisers" and in the statement of additional
information constituting Part B under the caption "Investment Advisers," which
summarizations are incorporated by reference herein.

C-5
<PAGE>
More information about GSAM and GSAMI, including the business and other
connections of the officers and partners of Goldman, Sachs & Co. and Goldman
Sachs Funds Management, L.P., is included in the Form ADVs for Goldman, Sachs &
Co., GSAMI, and Goldman Sachs Funds Management, L.P., respectively as currently
filed with the Securities and Exchange Commission (File Nos. 801-16048,
801-38157, and 801-37591, respectively) the text of which is incorporated herein
by reference.

Item 29. PRINCIPAL UNDERWRITER.

(a) Investment Distributors, Inc. ("IDI") serves as principal underwriter
for Registrant and also acts as the principal underwriter for variable
annuity contracts issued by Protective and Protective Variable Annuity
Separate Account. IDI is a wholly-owned subsidiary of PLC.

(b) The principal business address of each director and officer of IDI is
the same as that of the Registrant. Set forth below is a list of each
director and officer of IDI.

<TABLE>
<CAPTION>
NAME POSITION WITH IDI POSITION WITH REGISTRANT
------ -------------------------------------------------- -----------------------------------
<S> <C> <C>
Briggs, R. Stephen Director Chairman and President, Director
Wright, John K. Director, Secretary None
Nichols, Lizabeth R. Director, Chief Compliance Officer, Assistant Vice President, Secretary and Chief
Secretary Compliance Officer
Milligan, Doretta President/CEO, Director Director
Bielen, J. Richard Vice President Vice President and Compliance
Officer
Ballard, Michael B. Director None
Merrill, Lawrence G. Director None
Ardrey, J. Kelly Treasurer None
</TABLE>

Item 30. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the rules thereunder will be
maintained at the following offices of the Registrant, Goldman Sachs Asset
Management, Goldman Sachs Asset Management International, or State Street Bank
and Trust Company.

Protective Investment Company
2801 Highway 280 South
Birmingham, Alabama 35223
Goldman Sachs Asset Management
32 Old Slip
New York, N.Y. 10005
Goldman Sachs Asset Management International
140 Fleet Street
London EC4A 2BJ
England
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

C-6
<PAGE>
Item 31.MANAGEMENT SERVICES.

Inapplicable.

Item 32. UNDERTAKINGS.

(a) Inapplicable.

(b) Inapplicable.

(c) The Registrant undertakes to furnish, upon request and without charge,
to each person to whom a prospectus is delivered a copy of the
Registrant's latest annual report to shareholders.

C-7
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
post-effective amendment number 4 to the registration statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Birmingham and State of Alabama, on the 20th day of April, 1995.

PROTECTIVE INVESTMENT COMPANY

By /s/ R. STEPHEN BRIGGS

-----------------------------------
R. Stephen Briggs, President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<C> <S> <C> <C>
/s/ R. STEPHEN BRIGGS
- ------------------------------------------- President and Director 4/20/95
R. Stephen Briggs (Principal Executive Officer) (dated)

*
- ------------------------------------------- Director 4/20/95
D. Warren Bailey (dated)

*
- ------------------------------------------- Director 4/20/95
Doretta Milligan (dated)

*
- ------------------------------------------- Director 4/20/95
Cleophus Thomas, Jr. (dated)

*
- ------------------------------------------- Director 4/20/95
G. Ruffner Page, Jr. (dated)

/s/ JERRY W. DEFOOR Vice President, Principal
- ------------------------------------------- Financial and Accounting 4/20/95
Jerry W. DeFoor Officer (dated)

By /s/LIZABETH R. NICHOLS
----------------------------------------
*ATTORNEY-IN-FACT

*Pursuant to a power of attorney.
</TABLE>

<PAGE>
EXHIBIT INDEX

<TABLE>
<C> <S>
11.(a) Consent of Sutherland, Asbill & Brennan.
11.(b) Consent of Coopers & Lybrand L.L.P.
</TABLE>

<PAGE>
SUTHERLAND, ASBILL & BRENNAN
Tel: (202) 383-0100 1275 PENNSYLVANIA AVENUE, N.W. ATLANTA
Fax: (202) 637-3593 WASHINGTON, D.C. 20004-2404 AUSTIN
NEW YORK
WASHINGTON

APRIL 19, 1995

Board of Directors
Protective Investment Company
2801 Highway 280 South
Birmingham, Alabama 35229

Directors:

We hereby consent to the reference to our name under the caption "Legal
Counsel" in the statement of additional information filed as part of
post-effective amendment No. 4 to the Form N-1A registration statement for
Protective Investment Company (File No. 33-71592). In giving this consent, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.

Sincerely,

SUTHERLAND, ASBILL & BRENNAN

By: /s/ Stephen E. Roth
------------------------------------
Stephen E. Roth

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Protective Investment Company:

We consent to the inclusion in Post-Effective Amendment No. 4 to the
Registration Statement of Protective Investment Company on Form N-1A (File
No. 33-71592) of our report dated February 15, 1995 on our audit of the
financial statements and financial highlights of the Fund for the period
ended December 31, 1994, which report is included in the Registration
Statement. We also consent to the reference to our Firm under the caption
"Other Information".

COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
April 20, 1995