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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
PROTECTIVE INVESTMENT COMPANY
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2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
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Shares of Stock $0.001 Par Value
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File No. 33-71592
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1. Fiscal year for which Notice is filed: Year ended December 31, 1994
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2. Number of securities of the same class or series which had been registered
under the Securities Act of 1933 other than pursuant to Rule 24f-2, but which
remained unsold at the beginning of such fiscal year: None.
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3. Number of securities, if any, registered during such fiscal year other than
pursuant to Rule 24f-2: None.
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4. Number of securities sold during such fiscal year: 33,309,152 (a).
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5. Number of securities sold during such fiscal year in reliance upon
registration pursuant to Rule 24f-2: 33,309,152
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6. The required opinion of counsel is attached hereto.
(a). The actual aggregate sales price for which such securities
were sold was $154,192,744. During the fiscal year ended
December 31, 1994 the actual aggregate redemption price of
securities redeemed by the Registrant was $20,527,511. Pursuant
to Rule 24f-2, the registration fee with respect to securities
sold due is $100.00. Registrant offers its shares exclusively to
registered separate accounts of an affiliated insurance company.
Dated: February 23, 1995
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PROTECTIVE INVESTMENT COMPANY
By: /s/ Lizabeth R. Nichols
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Lizabeth R. Nichols, Compliance Officer
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[Sutherland, Asbill & Brennan Letterhead]
February 27, 1995
Board of Directors
Protective Investment Company
2801 Highway 280 South
Birmingham, Alabama 35223
Gentlemen:
We have acted as counsel to Protective Investment Company (the
"Company"), a corporation organized under the laws of the State of Maryland, in
connection with its registration of an indefinite number of shares of stock on
Form N-1A (File No. 33-71592) filed under the Securities Act of 1933, as amended
(the "Registration Statement"), and the notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, (the "Act") by which the
registration of 33,309,152 of such shares sold during 1994 (the "Shares") was
made definite.
We have examined such Company records, certificates and other
documents and reviewed such questions of law as we have considered necessary or
appropriate for purposes of this opinion. In our examination of such materials,
we have assumed the genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various questions of fact
material to our opinion, we have relied upon statements of officers and
representatives of the Company and upon the representations of the Company made
in the Registration Statement.
Based upon the foregoing, we are of the opinion that the Shares are
legally issued, fully paid and non-assessable.
We are attorneys licensed to practice only in the States of Georgia
and New York and the District of Columbia.
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Board of Directors
February 27, 1995
Page 2
We consent to the filing of this opinion as an exhibit to the
Company's notice pursuant to Rule 24f-2 under the Act.
Sincerely,
SUTHERLAND, ASBILL & BRENNAN
By /s/ Stephen E. Roth
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Stephen E. Roth
