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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B
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(Name of Registrant as Specified In Its Charter)
PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B
1 FOUNTAIN SQUARE, CHATTANOOGA, TENNESSEE 37402 TELEPHONE: (423)755-8913
May 27, 1998
The Annual Meeting of Contractowners who hold contracts issued pursuant to
Provident National Assurance Company Separate Account B will be held at
9:00 a.m. on June 25, 1998, at the Provident Companies, Inc. building,
Investment Conference Room, 6N, 1 Fountain Square, Chattanooga, Tennessee 37402.
You have the right to cast votes at this meeting.
Enclosed are the Notice of Annual Meeting, Proxy Statement and Proxy Card.
Please execute and return the proxy in the enclosed envelope so that it will be
received by the Board of Managers of Separate Account B NO LATER THAN June 24,
1998. You may retain all other material. If you are present at the meeting,
you may vote by ballot even though you have sent in your proxy.
Your contract/certificate number and the total number of votes attributable
thereto are shown above on the proxy.
Yours sincerely,
/s/SUSAN N. ROTH
-------------------------
Susan N. Roth
Secretary, Board of Managers
Enclosures
PLEASE COMPLETE THE REVERSE SIDE AND RETURN THIS PROXY
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PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B
1 Fountain Square, Chattanooga, Tennessee 37402
Telephone: (423) 755-8913
Mailed May 27, 1998
NOTICE OF ANNUAL MEETING OF CONTRACTOWNERS
June 25, 1998
Notice is hereby given of a meeting of the owners of contracts for which
reserves are held in Separate Account B (the "Separate Account") of Provident
National Assurance Company (the "Company"), which meeting shall be held at 9:00
a.m. on Thursday, June 25, 1998, at the Provident Companies, Inc. building,
Investment Conference Room, 6N, 1 Fountain Square, Chattanooga, Tennessee 37402.
The purpose of the meeting is to consider the following:
1. Election of three (3) members of the Board of Managers of the Separate
Account whose terms shall run until the next annual meeting or until their
successors are duly elected and qualified;
2. Approval or disapproval of an investment sub-advisory agreement between
the Company and Provident Investment Management, LLC.
3. Ratification of the selection and appointment of Ernst & Young LLP as
independent auditors for the Separate Account; and
4. Transaction of such other business as may properly come before the meeting
and any adjournment thereof.
The date fixed by the Board of Managers as the record date for the determination
of contract owners entitled to notice of and to vote at the meeting is at the
close of business on April 30, 1998. A contract owner will be entitled to vote
only if he was the owner on the record date and is still the owner on the date
of the meeting.
It is important that your vote be represented at the meeting. Please refer to
the enclosed material for detailed information on voting procedures and return
the proxy card as soon as possible.
/s/SUSAN N. ROTH
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Susan N. Roth
Secretary, Board of Managers
Enclosures
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PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Managers of Provident National Assurance Company Separate
Account B (the "Separate Account") for use at the Annual Meeting of
Contractowners to be held on Thursday, June 25, 1998, at 9:00 a.m. at the
Provident Companies, Inc. building, Investment Conference Room, 6N, 1 Fountain
Square, Chattanooga, Tennessee 37402. The cost of soliciting the proxies will be
borne by Provident National Assurance Company (the "Company"). Proxies may be
solicited by telephone, by mail or in person by directors, officers, agents, or
regular employees of the Company who will not be compensated for such services.
Contractowners may revoke their proxies at any time prior to the voting thereof
by submitting written notice of revocation to the Company at 1 Fountain Square,
Chattanooga, Tennessee 37402. Any Contractowner attending the meeting may vote
in person, whether or not a proxy has been previously submitted.
The annual report to Contractowners covering operations of the Separate Account
for the fiscal year ended December 31, 1997, including financial statements, was
mailed to the Contractowners on February 27, 1998. The Company will furnish
without charge, a copy of the Annual Report [and the most recent Semi-Annual
Report suceeding the Annual Report] upon request. Please call the Law Department
at 800-821-1693 to obtain a copy.
On the record date, April 30, 1998, there were outstanding 1,341,746.352 units
of the Separate Account with a total value of $17,678,483.64 entitling the
Contractowners to one vote for each dollar of value represented by units
credited to such persons as of such record date. Contractowners of record at the
close of business on April 30, 1998, who are still Contractowners on June 24,
1998, will be entitled to vote at the meeting.
This Proxy Statement contains information relating to the proposed investment
sub-advisory agreement (the "Sub-Advisory Agreement") between the Company and
Provident Investment Management, LLC ("PRIMCO"). The Board of Managers of the
Account has approved and recommends that the Contractowners approve this Sub-
Advisory Agreement. If the Contractholders approve the Sub-Advisory Agreement,
the Company will continue to perform advisory services, but PRIMCO will perform
sub-advisory services for the Separate Account.
ELECTION OF BOARD OF MANAGERS
(Proposal 1)
Contractowners are asked to vote for the re-election of nominees Henry E.
Blaine, H. Grant Law and David G. Fussell to serve as members of the Board of
Managers until the next annual meeting or until their successors are duly
elected and qualified. Mr. Blaine has served since 1977, Mr. Law since January,
1991, and Mr. Fussell, the Chairman, since April 1993. None of the nominees owns
or has any interest in Separate Account units. Each of the nominees has
consented to serve if elected. If any of the proposed nominees should become
unavailable for any reason, the Board of Managers may designate another person
to serve in his place.
The following table sets forth present position and principal occupation(s) of
each nominee:
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<TABLE>
<CAPTION>
<S> <C>
Present Positions and Principal
Nominees Occupations During Last Five Year
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David G. Fussell* Chairman of the Board; Vice President,
1 Fountain Square Securities, Provident Companies, Inc.,
Chattanooga, Tennessee 37402 Provident Life and Accident Insurance
Age: 50 Company; Provident Life and Casualty
Insurance Company
Henry E. Blaine# Board Member; President, Chief
2418 90th Street, NW Operating Officer, Chief Financial
Bradenton, Florida 34209 Officer and Member of the Board,
Age: 68 Bedminster Bio Corp.; B&B Enterprises,
Partner
H. Grant Law, Jr.# Board Member; President, Newton
213 W. Fleetwood Drive Chevrolet, Inc.; President, Newton
Lookout Mountain, Tennessee 37350 Oldsmobile - GMC Truck Mitsubishi, Inc.
Age: 51
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#NOTE: Member: Audit Committee.
*NOTE: Interested person of Separate Account B as that term is defined in the
Investment Company Act of 1940.
The Separate Account does not have a nominating committee.
Mr. Fussell is an affiliated person of the Separate Account and the Company.
Susan N. Roth, Secretary of the Board of Managers, also serves as Secretary of
the Company.
During 1997 there were four meetings of the Board of Managers and two meetings
of the Audit Committee.
REMUNERATION OF MEMBERS OF THE BOARD OF MANAGERS
The Company, pursuant to its Underwriting Agreement with the Separate Account,
paid all expenses relative to the operation of the Separate Account including
Board of Managers fees. Accordingly, no member of the Board of Managers receives
any remuneration from the Separate Account. The Company paid aggregate fees of
$4,000, payable on a monthly basis, to members of the Board of Managers for
service during 1997. Each Board member, other than Mr. Fussell, will receive
$2,000 per year for serving on the Board. Mr. Fussell received no remuneration
from the Company based on his membership on the Board.
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APPROVAL OF AN INVESTMENT SUB-ADVISORY AGREEMENT
(Proposal 2)
Information about the Separate Account:
The Separate Account is an open-end diversified investment company registered
under the Investment Company Act of 1940 (the "Act"), and is a separate account
through which the Company sets aside, separate and apart from its general
assets, assets attributable to its variable annuity contracts (which ceased to
be actively marketed in 1984).
Information about the Company:
The Company is a wholly owned subsidiary of Provident Companies, Inc. Provident
Companies, Inc., ("Provident") was organized in 1995 under the laws of Delaware
and is the parent holding company for a group of insurance companies that
collectively operate in all 50 states, the District of Columbia, all the
provinces and territories of Canada and Puerto Rico. Provident, through its
subsidiaries, is the largest provider of individual disability insurance and the
second largest overall disability insurer in North America. It also provides a
complementary portfolio of life insurance products, including life insurance,
employer and employee paid group benefits and related services. The Company is
a Tennessee stock life insurance company. The Company serves as insurer and
principle underwriter and as an investment adviser to the Separate Account.
Information about PRIMCO:
PRIMCO is a Tennessee limited liability company organized in October 1997. It
is owned by Provident and two of its subsidiaries, Provident Life and Accident
Insurance Company ("Provident Life") and The Paul Revere Life Insurance Company
("Paul Revere Life"). PRIMCO is registered with the SEC as an investment
adviser. Its principal offices are located at 1 Fountain Square, Chattanooga,
Tennessee 37402. Its predecessor was The Paul Revere Investment Management
Company, with whom it was merged in 1997. The managers of PRIMCO are also
officers of the Company. The members of the Board of Governors of PRIMCO are
officers of the Company. The personnel employed by PRIMCO consist primarily of
individuals who were previously employed in the investment operations of
Provident or its insurance subsidiaries, and who were contributed to PRIMCO
under a Contribution Agreement between Provident Life and Paul Revere Life,
respectively, and PRIMCO in consideration for their respective interests in
PRIMCO. Essentially, the same persons who have provided investment services to
the Company and to the Separate Account will continue to do so, but they are
employed by a different legal entity.
As well as providing investment management services to the Provident companies,
PRIMCO also provides investment management services to other insurance
companies. As of December 31, 1997, PRIMCO had over $18 billion in assets under
management.
Information about the Investment Advisory Agreement:
On April 12, 1977, the Contractowners approved, and on April 11, 1978, amended,
an Investment Advisory Agreement, dated March 21, 1977, in compliance with the
requirements of the Investment Company Act of 1940. The most recent approval of
the Investment Advisory Agreement with the Company by the Board of Managers,
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including a majority of members who are not parties to the agreement nor
interested persons of such parties, occurred on February 3, 1998.
Pursuant to the Investment Advisory Agreement between the Company and the
Separate Account, the Company continuously provides the Board of Managers of the
Separate Account with an investment program and recommendations on the purchase
and sale of investments for its consideration. The Company has the
responsibility for placing orders for purchases and sales. For providing
investment advice, the Company, under the Investment Advisory Agreement,
receives a monthly fee in an amount equal to .0020% of the value of the Separate
Account each business day (approximately 0.50% on an annual basis). The
aggregate amounts deducted by the Company during fiscal years 1995, 1996, and
1997 were $63,922, $67,237, and $72,873, respectively, for investment advice.
The Investment Advisory Agreement:
1. May not be terminated by the Company without the prior approval of a new
investment advisory agreement by a majority of the outstanding voting
securities of the Separate Account, but may be terminated without the
payment of any penalty, on 60 days written notice by the Board of Managers
or by a majority of the outstanding voting securities of the Separate
Account;
2. Shall continue in effect for a period more than two years from the date of
its execution, only so long as such continuation is specifically approved
at least annually by (a) a majority of the Board of Managers of the
Separate Account, or (b) a majority of the outstanding voting securities of
the Separate Account; and in either event by a majority of the members of
the Board of Managers who are not parties to the Agreement or interested
persons of such party, casting their votes in person at a meeting called
for the purpose of voting on such approval;
3. Cannot be amended without prior approval by the vote of a majority of the
outstanding voting securities of the Separate Account and by a vote of a
majority of the members of the Board of Managers, including a vote by a
majority of the members of the Board of Managers who are not parties to the
agreement or interested persons of such party, cast in person at a meeting
called for the purpose of voting on such approval; and
4. Will terminate automatically if assigned.
Information about the proposed Sub-Advisory Agreement:
Under the Investment Advisory Agreement, the Company is specifically authorized
to employ one or more sub-advisers in connection with the services to be
performed and obligations to be assumed by the Company. Pursuant to that
authority, the Company proposes to enter into the Sub-Advisory Agreement
effective June 25, 1998.
Under the Sub-Advisory Agreement, PRIMCO, subject to the supervision of the
Company and the Board of Managers of the Separate Account, will be responsible
for providing investment advisory services to the Company for the portfolio of
the Separate Account in accordance with investment objectives and guidelines
provided by the Company. In providing these services, PRIMCO will be authorized
to buy, sell, exchange, convert and otherwise trade in securities in
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the portfolio, and place orders for the execution of such transactions with or
through such brokers, dealers, or issuers as it selects. PRIMCO will provide the
Company with a value of the portfolio on a daily basis. PRIMCO will provide such
reports to the Company and the Board of Managers as are reasonably required, and
will attend meetings of the Board of Managers on a quarterly basis.
For providing such investment sub-advisory services, the Company will pay PRIMCO
compensation in the amount of .15% per annum, based on the average market value
of the Separate Account as of the last business day of each calendar month in
the quarter. The fee will be payable quarterly by the Company. Approval of the
Sub-Advisory Agreement will not result in an increase in an increase in the
overall fees charged against the Separate Account.
The proposed Sub-Advisory Agreement provides that it shall continue in effect
for an initial term ending June 30, 1999, and thereafter from year to year so
long as its continuance is approved at least annually by (a) a vote of a
majority of the Board of Managers of the Separate Account or by the vote of a
majority of the outstanding units of the Separate Account and (b) by the vote of
a majority of the members of the Board of Managers of the Separate Account who
are not parties to the Investment Advisory Agreement or interested persons (as
defined in the Act) of any such party, by vote cast in person at a meeting
called for the purpose of voting on such approval.
Any Amendment to the Sub-Advisory Agreement must be approved by (i) the Board of
Managers of the Separate Accounts or by the vote of a majority of the
outstanding Units of the Separate Account, and (ii) the majority of those
members of the Board of Managers of the Separate Account who are not parties to
the Advisory Agreement or the Sub-Advisory Agreement, as the case may be, or
interested persons of such a party, cast in person at a meeting called for the
purpose of voting on such an approval. The Sub-Advisory Agreement may be
terminated without penalty by the Board of Managers of the Fund or by vote of a
majority of the outstanding units of the Separate Account, upon 30 days' written
notice to the Company, and it terminates automatically in the event of its
assignment (as defined in the Act). The Sub-Advisory Agreement also provides
that PRIMCO shall not be subject to any liability in connection with the
performance of its services under the agreement in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its respective
obligations or duties.
THE BOARD OF MANAGERS RECOMMENDS APPROVAL OF THE SUB-ADVISORY AGREEMENT.
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PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF
PROVIDENT NATIONAL ASSURANCE COMPANY
The names and principal occupations of the principal executive officers and
directors of the Company are set forth below. The business address of the
officers of the Company is Provident National Assurance Company, 1 Fountain
Square, Chattanooga, Tennessee 37402, unless otherwise specified.
Position with Investment Adviser and
Name Provident, and Principal Occupation
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J. Harold Chandler Chairman, President and Chief Executive Officer,
the Company; Chairman, President and Chief
Executive Officer, and Director, Provident;
Director, AmSouth Bancorporation; Director,
Herman Miller, Inc.
Thomas R. Watjen Vice Chairman and Chief Financial Officer, and
Director, the Company; Vice Chairman and Chief
Financial Officer and Director, Provident.
Robert O. Best Executive Vice President and Chief Information
Officer/Client Services, the Company; Executive
Vice President and Chief Information
Officer/Client Service, Provident
F. Dean Copeland Executive Vice President and General Counsel,
the Company; Executive Vice President and
General Counsel, Provident
Thomas B. Heys, Jr. Executive Vice President, Institutional Sales,
the Company; Executive Vice President,
Institutional Sales, Provident
Peter C. Madeja Executive Vice President, the Company; Executive
Vice President, Provident; President and CEO of
GENEX Services, Inc.
Jeffrey F. Olingy Executive Vice President, Sales Support, the
Company; Executive Vice President, Sales
Support, Provident
Ralph A. Rogers, Jr. Senior Vice President and Treasurer, the
Company; Senior Vice President and Treasurer,
Provident
Robert C. Greving Senior Vice President and Actuary, the Company;
Senior Vice President and Actuary, Provident
Vicki W. Corbett Vice President and Controller, the Company;
Vice President and Controller, Provident
Susan N. Roth Secretary, the Company; Secretary, Provident
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William L. Armstrong Director, the Company; Director, Provident;
Chairman of Ambassador Media Corporation;
Chairman of Cherry Creek Mortgage Company, Inc.;
Chairman of El Paso Mortgage Company; Chairman
of Centennial State Mortgage Company; Chairman
of Frontier Real Estate, Inc.; Chairman of
Frontier Title, LLC; Chairman of Transland
Financial Services, Inc.; Director, Storage
Technology Corporation; Director, Helmerich and
Payne, Inc.
William H. Bolinder Director, the Company; Member of the Corporate
Executive Board, Zurich Insurance Company;
Director of life and non-life operations in the
U.S., Chairman, Zurich Group.
Charlotte M. Heffner Director, the Company; Director, Provident;
Trustee of The Maclellan Foundation.
Hugh B. Jacks Director, the Company; Director, Provident;
President, Potential Enterprises, Inc.
Hugh O. Maclellan, Jr. Director, the Company; Director, Provident;
President, The Maclellan Foundation; Director,
SunTrust Bank; Director, Covenant Transport.
A. S. MacMillan Director, the Company; Director, Provident;
Chief Executive Officer, Team Resources, Inc.;
Trustee, The Maclellan Foundation.
C. William Pollard Director, the Company; Director, Provident;
Chairman of the Board, The ServiceMaster
Company; Director, Herman Miller, Inc.
Scott L. Probasco, Jr. Director, the Company; Director, Provident;
Chairman, Executive Committee, SunTrust Bank;
Director, Chattem, Inc.; Director, SunTrust
Banks, Inc.; Director, Coca Cola Enterprises.
Steven S Reinemund Director, the Company; Director, Provident;
Chairman and Chief Executive Officer, Frito-Lay,
Inc.; Director, PepsiCo; Director, The
ServiceMaster Company.
Burton E. Sorensen Director, the Company; Director, Provident;
Director, The ServiceMaster Company.
There were no directors or principal executive officers of the Company who owned
of record or beneficially more than 5% of the outstanding units in Separate
Account B on April 30, 1998.
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AUDIT COMMITTEE OF THE BOARD OF MANAGERS
The Audit Committee met twice in 1997 and performed the following functions:
a. Review the scope, plan, timing and results of the audit;
b. Review with auditors and management the appropriateness and the
implementation of applicable procedures for internal auditing, accounting and
financial control; and
c. Review of auditors' opinion and discussion with auditors of their
experiences in conducting the audit.
RATIFICATION OF THE SELECTION AND APPOINTMENT OF
INDEPENDENT AUDITORS
(Proposal 3)
On February 3, 1998, the Board of Managers, including a majority of members who
are not interested persons of the Separate Account, selected Ernst & Young LLP
to continue as independent auditors for the ensuing year. This selection was
made pursuant to a recommendation of the Audit Committee of the Separate
Account. Ernst & Young LLP has served as independent auditors for the Separate
Account since August 21, 1967. This firm is also the independent auditor for the
Company. Ernst & Young LLP has no direct or indirect financial interest in the
Separate Account. All fees relating to audit services performed for the Separate
Account are paid by the Company. A representative of Ernst & Young LLP will be
available at the annual meeting and will be allowed to make a statement if he
desires and/or respond to appropriate questions. The Board of Managers
recommends the ratification of the selection of Ernst & Young LLP to serve until
the next annual meeting.
BROKERAGE
The Company has responsibility for placing orders for the purchase and sale of
portfolio securities of Separate Account B under its Investment Advisory
Agreement. With respect to such purchases and sales, the primary objective is
to obtain the most favorable prices and execution of orders on behalf of
Separate Account B. With respect to transactions executed in the over-the-
counter market, the Company will deal only with principal market makers unless
more favorable prices are otherwise available.
The Company does not expect to use any one particular broker or dealer, but
subject to obtaining the best prices and executions, brokers who provide
statistical information and supplemental research to the Company for pricing and
appraisal services utilized by the Company may receive orders for transactions.
It is not possible to determine the exact value of such statistical information
and supplemental research provided to the Company. The total brokerage
commissions paid by the Separate Account during the periods ending December 31,
1995, 1996, and 1997 were $36,153, $10,619, and $9,871, respectively. The
portfolio turnover rates for 1995, 1996, and 1997 were 101%, 28%, and 25%
respectively.
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DISTRIBUTION OF CONTRACTS
On February 1, 1984 the Company ceased making a public offering of variable
annuity contracts issued pursuant to Separate Account B. Prior to that time the
contracts were distributed through broker-dealers who were registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934 and
were members of the National Association of Securities Dealers, Inc. During
1997, commissions of approximately $915 were paid to broker-dealers with respect
to the Separate Account variable annuity contracts. Of that amount,
approximately $-0- was paid to registered representatives affiliated with the
Company.
CONTRACTOWNER PROPOSALS
To be considered for presentation at the April 13, 1999 Annual Meeting of
Contractowners, Contractowners' proposals must be received by the Separate
Account at 1 Fountain Square, Chattanooga, Tennessee 37402, no later than
December 31, 1998.
LITIGATION
There are no legal proceedings pending to which the Company or the Separate
Account is a party, or to which their property is subject.
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OTHER MATTERS
The Board of Managers of the Separate Account knows of no other matters which
may come before the meeting. However, if any matters other than those referred
to above should properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote such proxy in accordance with their
best judgment.
BY ORDER OF THE BOARD OF MANAGERS
/s/ DAVID G. FUSSELL
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David G. Fussell, Chairman
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PROXY
PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B
PROXY SOLICITED ON BEHALF OF
BOARD OF MANAGERS
The undersigned hereby appoints David G. Fussell and Susan N. Roth or either of
them, with full power of substitution and revocation, to represent and to cast
the votes of the undersigned as shown on the reverse side at the Annual Meeting
of Contractowners of Provident National Assurance Company Separate Account B to
be held at 9:00 a.m. on June 25, 1998, and at any adjournment thereof, with
respect to the proposals below and as set forth in the Notice.
1. ELECTION OF MEMBERS OF THE BOARD OF MANAGERS (Board of Managers favors a
vote FOR)
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary below)
Instruction: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.
Henry E. Blaine, David G. Fussell and H. Grant Law
2. Proposal to approve or disapprove an investment sub-advisory agreement
between Provident National Assurance Company and Provident Investment
Management, LLC to be effective as of June 25, 1998. (Board of Managers
favors a vote FOR)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. PROPOSAL TO RATIFY THE SELECTION AND APPOINTMENT OF ERNST & YOUNG LLP AS THE
INDEPENDENT AUDITORS FOR SEPARATE ACCOUNT B.
(Board of Managers favors a vote FOR)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion, upon such other business as may properly come
before the meeting and any adjournment thereof.
This proxy when properly executed will be voted as directed. IN THE ABSENCE OF
ACCOMPANYING DIRECTION BY THE UNDERSIGNED, THIS PROXY WILL BE VOTED FOR
PROPOSALS ONE, TWO, AND THREE.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Contractowners and the Proxy Statement issued by the Board of Managers and
revokes any Proxy heretofore given with respect to the votes covered by this
Proxy.
Dated _______________________________
Contractowner ______________________
Signature
Title (If Applicable)________________
