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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer:
Protective Investment Company
2801 Highway 280 South
Birmingham, Alabama 35223
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2. Name of each series or class of funds for which this notice is filed:
Global Income Fund, International Equity Fund, Capital Growth Fund,
Growth & Income Fund, Select Equity Fund, Small Cap Fund and
Money Market Fund
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3. Investment Company Act File Number: 811-8674
Securities Act File Number: 33-71592
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4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
/ /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal
year:
Shares sold 26,904,369
$ Value $207,766,903
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2.
Shares Sold 26,904,369
$ Value $207,766,903
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
Included in #9
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during $ 207,766,903
the fiscal year in reliance on rule 24f-2 -------------------
(from Item 10):
(ii) Aggregate price of shares issued in connection + N/A
with dividend reinvestment plans (from Item 11, -------------------
if applicable):
(iii) Aggregate price of shares redeemed or repurchased - 49,353,264
during the fiscal year (if applicable): -------------------
(iv) Aggregate price of shares redeemed or repurchased + 0
and previously applied as a reduction to filing -------------------
fees pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued = 158,413,639
during the fiscal year in reliance on rule 24f-2 -------------------
line (i), plus line (ii), less line (iii), plus
line (iv) (if applicable):
(vi) Multiplier prescribed by Section 8(b) of the x 0
Securities Act of 1933 or other applicable law or -------------------
regulation (see instruction C.8):
(vii) Fee due (line (i) or line (v) multiplied by 0 (*)
line (vi)): -------------------
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
/ /
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ John O'Sullivan
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Treasurer
Date 2/27/97
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*Please print the name and title of the signing officer below the signature.
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(*) Registrant's shares sold exclusively to an unmanaged separate account
organized as a unit investment trust.
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[LETTERHEAD]
February 18, 1997
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 26,904,369 of such shares sold during 1996 (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. 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
