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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Provident National Assurance Company Separate Account B
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(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):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(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:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
Provident National Assurance Company Separate Account B
1 Fountain Square, Chattanooga, Tennessee 37402 Telephone: (423)755-8913
May 12, 2000
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 13, 2000, at the UnumProvident Corporation 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 sign 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 12,
2000. You may keep all other material. If you are present at the meeting, you
may vote in person even though you have sent in your proxy.
Your contract/certificate number and the total number of votes you may cast are
shown above on the proxy.
Yours sincerely,
/s/ Susan N. Roth
----------------------------
Susan N. Roth
Secretary, Board of Managers
Enclosures
<PAGE>
PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B
1 Fountain Square, Chattanooga, Tennessee 37402
Telephone: (423) 755-8913
Mailed May 12, 2000
NOTICE OF ANNUAL MEETING OF CONTRACTOWNERS
June 13, 2000
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 Tuesday, June 13, 2000, at the UnumProvident Corporation 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. Ratification of the selection and appointment of Ernst & Young LLP as
independent auditors for the Separate Account; and
3. 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 May 1, 2000. 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
----------------------------
Susan N. Roth
Secretary, Board of Managers
Enclosures
<PAGE>
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 Tuesday, June 13, 2000, at 9:00 a.m. at the
UnumProvident Corporation 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. The Administrator has also contracted with Management Information
Services, and ADP Company ("MIS") to provide proxy mailing and collection
services to the Separate Account. The costs of these services will be paid by
the Administrator. 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, 1999, including financial statements has
been previously provided.
On the record date, May 1, 2000, there were outstanding 528,397.5610 units of
the Separate Account with a total value of $10,111,617.58 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 May 1, 2000, who are still Contractowners on June 12,
2000, will be entitled to vote at the meeting.
Units eligible to be voted for which a proxy card is properly signed and
returned prior to the beginning of the Annual Meeting will be voted as directed.
If directions are not given or directions are not in accordance with the options
listed on a signed and returned proxy card, such units will be voted FOR each
proposition for which the Board of Managers recommends a vote FOR.
Unsigned or unreturned proxies will not be counted for quorum or voting
purposes. For issues as to which it is a choice on the proxy, a vote to abstain
will be counted for purposes of determining the existence of a quorum, and
counted as an "ABSTENTION" rather than as either a vote "FOR" or "AGAINST."
For purposes of the Annual Meeting, a quorum is the presence in person or by
proxy of a majority in interest of the Contractowners. A quorum being present,
vote of the majority of the quorum of outstanding units represented in person or
by proxy will determine the adoption or rejection of the matters specified in
the Notice.
<PAGE>
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 earlier of 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:
<TABLE>
<CAPTION>
Present Positions and Principal
Nominees Occupations During Last Five Year
- -------- ---------------------------------
<S> <C>
David G. Fussell* Chairman of the Board of Managers; Vice President,
1 Fountain Square Private Placements, Provident Investment
Chattanooga, Tennessee 37402 Management, LLC, UnumProvident Corporation,
Age: 52 Provident Life and Accident Insurance
Company; Provident Life and Casualty
Insurance Company
Henry E. Blaine# Board Member; B&B Enterprises, Partner
2418 90th Street, NW
Bradenton, Florida 34209
Age: 70
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: 53
</TABLE>
#NOTE: Member: Audit Committee.
*NOTE: Interested person of Separate Account B as that term is defined in the
Investment Company Act of 1940 by virtue of his being an officer of the
Investment Adviser.
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 2000 there were four meetings of the Board of Managers and two meetings
of the Audit Committee.
2
<PAGE>
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 1999. 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.
THE SEPARATE ACCOUNT, THE COMPANY AND THE ADMINISTRATOR
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 UnumProvident Corporation
("UnumProvident"), formerly Provident Companies, Inc. UnumProvident 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. UnumProvident, 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, principal underwriter, and as an
investment adviser to the Separate Account.
The Company has historically also served as administrator of the Separate
Account. On April 29, 1998, the Board of Managers approved a Separate Account
Administrative Services Agreement, dated May 15, 1998, between the Company and
The Variable Annuity Life Insurance Company ("VALIC"), whereby VALIC became the
Administrator of the Separate Account. The change in administrator did not
result in any changes in administration and sales fees. On a periodic basis,
the Administrator reports to the Board of Managers on the Separate Account and
on the services provided pursuant to the Agreement.
INVESTMENT SUB-ADVISER AND INVESTMENT SUB-ADVISORY AGREEMENT
Information about Provident Investment Management, LLC ("PRIMCO"):
PRIMCO is a Tennessee limited liability company organized in October 1997. It
is owned by Provident and one of its subsidiaries, 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
UnumProvident or its insurance subsidiaries, and who were contributed to
3
<PAGE>
PRIMCO under a Contribution Agreement between Provident Life and Accident
Insurance Company and Paul Revere Life, respectively, and PRIMCO in
consideration for their respective interests in PRIMCO.
As well as providing investment management services to the UnumProvident, PRIMCO
also provides investment management services to other insurance companies. As
of December 31, 1999, PRIMCO had over $24.9 billion in assets under management.
Information about the 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 entered 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, is 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 is authorized to
buy, sell, exchange, convert and otherwise trade in securities in the portfolio,
and place orders for the execution of such transactions with or through such
brokers, dealers, or issuers as it selects. PRIMCO provides the Company with a
value of the portfolio on a daily basis. PRIMCO provides such reports to the
Company and the Board of Managers as are reasonably required, and attends
meetings of the Board of Managers on a quarterly basis.
For providing such investment sub-advisory services, the Company pays 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 is payable quarterly by the Company.
The 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 the Sub-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. The Sub-Advisory
Agreement was most recently approved by the Board of Managers including a
majority of the members of the Board of Managers who are not parties to the
Investment Advisory Agreement or the Sub-Advisory Agreement or interested
persons on January 27, 2000.
Any Amendment to the Sub-Advisory Agreement must be approved by (i) the Board of
Managers of the Separate Account 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 Separate Account 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.
4
<PAGE>
INVESTMENT ADVISER AND INVESTMENT ADVISORY AGREEMENT
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,
including a majority of members who are not parties to the agreement nor
interested persons of such parties, occurred on January 27, 2000.
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 1997, 1998, and
1999 were $72,873, $75,117, and $90,919 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.
5
<PAGE>
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 UnumProvident, and Principal Occupation
- ---- ---------------------------------------
James A. Ramsay President, the Company; Senior Vice President,
UnumProvident
J. Harold Chandler Director, the Company; Chairman, President and Chief
Executive Officer, and Director, UnumProvident;
Director, AmSouth Bancorporation; Director, Herman
Miller, Inc.
Thomas R. Watjen Executive Vice President - Finance and Risk Management
and Director, the Company; Executive Vice President -
Finance and Risk Management, UnumProvident.
Elaine D. Rosen Executive Vice President - Customer Development and
Director, the Company; Executive Vice President -
Customer Development, UnumProvident.
F. Dean Copeland Executive Vice President - Legal and Administrative
Affairs, and Director, the Company; Executive Vice
President - Legal and Administrative Affairs,
UnumProvident
John M. Lang, Jr. Senior Vice President and Treasurer, the Company; Senior
Vice President and Treasurer, UnumProvident.
Robert C. Greving Senior Vice President and Chief Actuary, the Company;
Senior Vice President and Chief Actuary, UnumProvident
Vicki W. Corbett Vice President and Controller, the Company; Vice
President and Controller, UnumProvident.
Susan N. Roth Vice President and Corporate Secretary, the Company;
Vice President, Corporate Secretary and Assistant
General Counsel, UnumProvident.
James L. Moody, Jr. Director, the Company; Director, UnumProvident;
Director, Empire Co. Ltd.; Director, Staples, Inc.;
Director, IDEXX Laboratories, Inc. and several funds of
Liberty Colonial group of mutual funds;
Burton E. Sorensen Director, the Company; Director, UnumProvident;
Director, The ServiceMaster Company.
6
<PAGE>
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 May 1, 2000.
AUDIT COMMITTEE OF THE BOARD OF MANAGERS
The Audit Committee met twice in 1999 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 2)
On January 27, 2000, 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,
1997, 1998, and 1999, were $9,871, $4,288, and $7,411, respectively. The
portfolio turnover rates for 1997, 1998, and 1999, were 25%, 11%, and 14%,
respectively.
7
<PAGE>
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
1999, commissions of approximately $ -0- were paid to broker-dealers with
respect to the Separate Account variable annuity contracts.
CONTRACTOWNER PROPOSALS
To be considered for presentation at the April 10, 2001, Annual Meeting of
Contractowners, Contractowners' proposals must be received by the Separate
Account at 1 Fountain Square, Chattanooga, Tennessee 37402, no later than
January 31, 2001.
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.
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
---------------------------------
David G. Fussell, Chairman
8
<PAGE>
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 13, 2000, and at any adjournment thereof, with
respect to the proposals below and as set forth in the Notice.
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 , 2000
----------------
[ ]
Contractowner Signature(s) Title (if Applicable)
<PAGE>
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 AND TWO.
Please vote by filling in the appropriate box(es) below.
<TABLE>
<C> <S> <C> <C> <C>
1. ELECTION OF MEMBERS OF THE BOARD OF MANAGERS. Board of Managers FOR WITHHOLD
favors a vote FOR. all nominees listed AUTHORITY
(except as marked
Henry E. Blaine, David G. Fussell and H. Grant Law to the contrary at left)
INSTRUCTION: To withhold authority to vote for any individual nominee, write [_] [_]
the nominee's name on the space provided below.
---------------------------------------------------------------------------- FOR AGAINST ABSTAIN
2. 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)
3. In their discretion, upon such other business as may properly come before the
meeting and any adjournment thereof.
</TABLE>
