<PAGE>
THE PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
18 CHESTNUT STREET
WORCESTER, MASSACHUSETTS 01608
TELEPHONE: 508-799-4441
NOTICE OF ANNUAL MEETING OF
VARIABLE ANNUITY CONTRACT OWNERS
OF
THE PAUL REVERE VARIABLE ANNUITY INSURANCE COMPANY
MARCH 28, 1996
TO CONTRACT OWNERS AND HOLDERS OF VESTED INTERESTS
IN THE ACCUMULATION FUND:
The Annual Meeting of variable annuity contract owners of The Paul Revere
Variable Annuity Insurance Company will be held at the Home Office of the
Company, 18 Chestnut Street, Worcester, Massachusetts, at 4:00 p.m., Eastern
Standard Time, Thursday, March 28, 1996, to receive from the Board of Managers
of the Accumulation Fund and from the Board of Directors of The Paul Revere
Variable Annuity Insurance Company reports and statements as to the transactions
during the previous year and the financial condition of each, and to consider
and act upon the following:
1. To re-elect (2) members to the Board of Managers in accordance with the Rules
and Regulations;
2. To ratify or reject the appointment of Ernst & Young LLP as independent
auditors for the Accum-ulation Fund for 1996; and
3. To transact any other business which may properly be brought before the
meeting.
The number of votes which may be cast is indicated on each proxy and was
determined on the basis of variable accumulation and annuity units credited
under a contract funded by the Accumulation Fund as of December 29, 1995, which
is also the record date for determining those having the right to notice of and
to vote at the meeting. Individuals other than the contract owner who have a
vested interest under a contract issued to fund a pension, profit-sharing or
other arrangement have the right to instruct the contract owner with respect to
the votes attributable to such interest, or, if they are annuitants receiving
payments or are participants under a group tax deferred variable annuity
contract for employees of a public school system or of a charitable organization
described in Section 501(c)(3) of the Internal Revenue Code, to vote directly.
Contract owners, annuitants, and participants under group tax deferred contracts
are requested to return their proxies promptly to The Paul Revere Variable
Annuity Insurance Company, which proxies may be withdrawn at any time before
they are exercised by returning a written revocation or a duly executed proxy
bearing a later date. A proxy may also be withdrawn in the event of personal
attendance at the meeting. Other holders of vested interests under variable
annuity contracts are requested to forward their proxies promptly to the
contract owner. Such other holders may also withdraw their proxies at any time
before they are exercised by returning a written revocation to the contract
owner.
March 7, 1996
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, IT IS VERY IMPORTANT THAT YOU
COMPLETE AND RETURN YOUR PROXY PROMPTLY TO ASSURE THE PRESENCE OF A QUORUM. YOU
MAY WITHDRAW YOUR PROXY IN THE EVENT OF YOUR PERSONAL ATTENDANCE AT THE MEETING.
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<PAGE>
THE PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
18 CHESTNUT STREET
WORCESTER, MASSACHUSETTS 01608
TELEPHONE: 508-799-4441
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the
management of The Paul Revere Variable Annuity Insurance Company ("PRV") and of
The Paul Revere Variable Annuity Contract Accumulation Fund ("Accumulation Fund"
or "Fund") of proxies in the accompanying form for the purposes of the March 28,
1996 Annual Meeting as set forth in the Notice. The Annual Report of the
Accumulation Fund for the year ended December 31, 1995 was previously forwarded.
A proxy may be revoked at any time before it is exercised by filing a written
revocation or a duly executed proxy bearing a later date with the person with
whom the proxy was filed. A proxy shall be suspended if the person entitled to
vote at the meeting is present and elects to vote in person.
It is the intention of the persons named in the proxy, unless otherwise
specifically instructed in the proxy, to vote in favor of the matters described
in the Notice and this Proxy Statement, and in their discretion on other matters
properly coming before the meeting.
The cost of soliciting proxies on the accompanying form, which is expected to be
nominal, will be borne by PRV. In addition to solicitation by mail, certain
directors, officers and regular employees of PRV or members of the Board of
Managers of the Accumulation Fund may solicit proxies in person or by telephone.
No officer or manager of the Accumulation Fund receives compensation or
reimbursement from the Accumulation Fund for such solicitation.
On December 31, 1995, there were 6,077,114 variable accumulation and annuity
units outstanding (collectively, variable accumulation and annuity units will
hereinafter be referred to as "units"), each of which is entitled to one vote.
Fractional units will be voted on a pro rata basis. Only variable annuity
contract owners, annuitants and participants under group tax deferred variable
annuity contracts (collectively, such variable annuity contract owners,
annuitants, and participants will hereinafter be referred to as "contract
owners") are entitled to vote at the meeting but others having a vested interest
under a pension, profit-sharing or other plan or arrangement have the right to
instruct the owner of the contract with respect to the votes attributable to
units representing such interests. Such instruction may be given by promptly
forwarding the executed proxy to the owner of the contract. The interest
represented by the proxy will be voted in accordance with the instructions on
the proxy if the proxy is promptly executed and returned.
For purposes of the Meeting, a quorum is the presence in person or by proxy of
the lesser of one hundred variable annuity contract owners entitled to vote or
variable annuity contract owners entitled to vote ten percent of the units of
the Fund. A quorum being present, the adoption or rejection of the matters
specified in the Notice will be decided with respect to each series of the Fund
by the vote of a majority of the variable accumulation units voted of each
series.
1
<PAGE>
CONTRACT OWNERS PROPOSALS
Contract owners' proposals for action at the next annual meeting must be
received by Management at its principal office not less than 90 days in advance
of the anniversary of the date on which the proxy statement was released to
contract owners in connection with the previous year's annual meeting. For next
year's meeting, contract owners' proposals are due by December 5, 1996. No
contract owners' proposals were received for this year's meeting.
OWNERSHIP AND CONTROL
As of December 31, 1995, the members of the Board of Managers of the
Accumulation Fund and the directors and principal officers of PRV, as a group,
through their ownership of individual variable annuity contracts, owned
beneficially and of record 11,947 units, being .2% of the total. The home office
and the agency retirement plans of The Paul Revere Corporation (described in the
next section) were the only contract owners who, as of the above date, directly
or indirectly owned, controlled or held with power to vote units representing 5%
or more of the total vote. Their combined interests were represented by
4,092,754 units representing 67.3% of the total vote.
On January 10, 1996, The Paul Revere Corporation redeemed 1,093,077 units
representing $7.5 million of its agency pension plan assets from Series Q of the
Fund. It intends to redeem approximately 1,959,000 units representing $13
million of it's home office pension plan assets in April, 1996. The Paul Revere
Corporation's decision to redeem these contracts results from a plan to transfer
its pension assets to a trust. Once these transactions are complete, the
retirement plans of The Paul Revere Corporation will control or hold with power
to vote approximately 452,000 units or 14% of the total vote.
INFORMATION CONCERNING PRV AND THE FUND
PRV serves as insurer and principal underwriter, and as investment advisor to
the Fund. PRV is a stock life insurance company organized under Massachusetts
General Laws and is a wholly-owned subsidiary of The Paul Revere Life Insurance
Company ("PRL"), a Massachusetts corporation. Each has its principal office at
18 Chestnut Street, Worcester, Massachusetts. The Paul Revere Life Insurance
Company is wholly-owned by The Paul Revere Corporation, a Massachusetts
corporation with its principal office at 18 Chestnut Street, Worcester,
Massachusetts. The Paul Revere Corporation ("PRC") is an 83% owned subsidiary of
Textron Inc., a Delaware corporation with its principal office at 40 Westminster
Street, Providence, Rhode Island 02903. PRC is 17% publicly held. PRC is
comprised of The Paul Revere Life Insurance Company, The Paul Revere Variable
Annuity Insurance Company, The Paul Revere Protective Life Insurance Company and
other non-insurance affiliates. Information about PRV's activities and
compensation as issuer and principal underwriter, and as investment adviser to
the Fund is set forth below.
The Accumulation Fund is an open-end, diversified investment company registered
under the Investment Company Act of 1940 ("1940 Act") and is the separate
account through which PRV sets aside, separate and apart from its general
assets, assets attributable to its variable annuity contracts.
2
<PAGE>
SALES AND ADMINISTRATIVE SERVICES AGREEMENT
PRV acts as principal underwriter and performs administrative functions pursuant
to a sales and administrative services agreement between PRV and the
Accumulation Fund originally entered into on February 19, 1970 and re-executed
on February 16, 1989. The agreement continues in effect from year to year if
approved annually by vote of a majority of the members of the Accumulation
Fund's Board of Managers who are not deemed to be interested persons of any of
the parties to the agreement, cast in person at a meeting called for the purpose
of voting on such approval, and by either a vote of the Board of Managers or the
vote of the majority of the outstanding units of the Accumulation Fund. The
agreement was most recently approved by vote of the Board of Managers, including
a majority of those members who are not deemed to be interested persons of any
of the parties to the contract, at a regular meeting held on March 30, 1995.
Under the agreement between PRV and the Accumulation Fund, PRV acts as principal
underwriter and performs administrative functions relative to variable annuity
contracts, receiving as compensation the sales and administration charge
deducted from purchase payments as described in the Prospectus. The total sales
and administration charges received by PRV in 1995, 1994, and 1993 were $4,452,
$6,529 and $7,211, respectively.
In 1995, 1994, and 1993, PRV received $382,123, $335,408 and $331,458,
respectively, from the Accumulation Fund as its charge for assuming the
mortality and expense risks under its variable annuity contracts, this
representing a charge on each valuation date of an amount which, on an annual
basis, equals 1% of the average daily net asset value of the Accumulation Fund
as permitted under the Sales and Administrative Services Agreement. At the
present time PRV believes there are no statutory or regulatory limitations on
the expenses that may be deducted from the Accumulation Fund, but PRV assures
that all expense deductions, other than for taxes, will not exceed 2% annually
based upon the average daily net asset value of the Accumulation Fund.
INVESTMENT ADVISORY AGREEMENT
PRV currently serves as investment advisor to the Accumulation Fund pursuant to
an investment advisory agreement, which was approved by contract owners on
August 16, 1984. The agreement continues in effect from year to year if such
continuation is specifically approved at least annually by the Board of Managers
at a meeting called for that purpose, or by a majority of the outstanding units
of the Accumulation Fund. In either case, a majority of the Board of Managers of
the Accumulation Fund who are not "interested persons" (as defined in the 1940
Act) of PRV or the Accumulation Fund must approve the continuation. The
investment advisory contract was most recently approved by vote of the Board of
Managers, including a majority of those members who are not deemed to be
"interested persons" of any of the parties to the contract, at a meeting held on
March 30, 1995. The agreement is subject to termination by the Board of
Managers, or by a vote of a majority of the outstanding units, without penalty,
on 60 days' written notice, and will terminate in the event of assignment.
Under the agreement, PRV agrees to provide "investment advisory services" to the
Accumulation Fund. In that connection, it is required specifically to provide
the Board of Managers continuously with an investment program for its approval
or rejection and, if rejected, to submit another program for consideration.
3
<PAGE>
Pursuant to the agreement, PRV is responsible for all duties related to the
investment, reinvestment and safekeeping of the assets of the Accumulation Fund
and for all expenses attributable to performing its investment advisory
services, including costs of compensating officers and employees of PRV
connected with providing investment advisory services to the Fund.
In connection with PRV's obligations under the agreement, PRV bears the cost of
all services and expenses attributable to the maintenance and operation of the
Accumulation Fund (other than costs relating to the administration and
distribution of the variable annuity contracts, which are provided for in the
current sales and administration agreement for the Accumulation Fund). These
costs include, among other things: fees paid to MFS Asset Management, Inc.
("AMI"), formerly Massachusetts Financial Services Company ("MFS"), pursuant to
the Investment Sub-Advisory Agreement between PRV and MFS as described below;
fees required by federal and state securities regulatory authorities and the
National Association of Securities Dealers, Inc.; costs of maintaining the books
and records of the Fund; outside legal, accounting, actuarial and other
professional costs; costs of determining the net asset value of each series of
the Accumulation Fund; and other out-of-pocket expenses relating to the Fund,
including salaries, rent, postage, telephone, travel, office equipment and
stationery. All brokerage commissions and other fees relating to purchases and
sales of investments for the Accumulation Fund are paid out of the assets of the
Fund.
For its advisory services to the Fund under the agreement, PRV charges an amount
which equals, on an annual basis, 0.50% of the average daily net asset value of
each series of the Fund. This charge is paid weekly by the Fund. At December 31,
1995, the net asset values for each series of the Fund were $4,261,421 (Series
N) and $38,775,033 (Series Q). For the fiscal years ended December 31, 1995,
1994, and 1993, PRV received fees under the agreement aggregating $191,061,
$167,704 and $165,730, respectively.
BROKERAGE ALLOCATION, EXPENSE AND PORTFOLIO TURNOVER
PRV has no set formula for the distribution of brokerage business in connection
with the placing of orders for the purchase and sale of investments, as it is
PRV's policy to place orders with the primary objective of obtaining the most
favorable price and execution. Consideration may be given in the allocation of
business, however, to services provided by a broker, including the furnishing of
statistical data and research, if the commissions charged are reasonable. Where
commissions paid reflect services furnished in addition to execution, PRV stands
ready to demonstrate that such services were bona fide and rendered for the
benefit of the Accumulation Fund. Purchases and sales of securities not listed
or traded on a securities exchange will be executed with principal market
makers, except where better price or execution may otherwise be obtained.
Brokerage commissions paid in the years ended December 31, 1995, 1994, and 1993
amounted to $62,318, $49,933 and $64,779, respectively. Brokerage commissions
were paid to 74 brokers in 1995. In the years ended December 31, 1995, 1994, and
1993, the rate of portfolio turnover was 65%, 64%, and 59%, respectively.
4
<PAGE>
THE INVESTMENT SUB-ADVISORY AGREEMENT
Under the Investment Advisory Agreement between the Fund and PRV, PRV is
specifically authorized to employ one or more sub-advisors in connection with
the services to be performed and obligations to be assumed by PRV. Pursuant
thereto, PRV entered into an Investment Sub-Advisory Agreement with MFS
("Sub-Agreement") which was approved by a majority of contract owners on August
15, 1984. In 1995, this relationship was taken over by MFS Asset Management,
Inc. ("AMI"), a wholly-owned subsidiary of MFS. The Sub-Agreement is subject to
the same terms for approval, renewal and termination as the Agreement itself
(see page 3).
Under the Sub-Agreement, AMI, subject to the supervision of PRV and the Board of
Managers, is responsible for all aspects of day-to-day management of the
investments of the Accumulation Fund. Among other things, it is required to (i)
perform research and evaluate pertinent data; (ii) provide the Board with an
investment program for the Fund for its approval; (iii) make investment
decisions and carry them out by placing orders for the execution of portfolio
transactions consistent with the investment policies of the Fund as set forth in
its current prospectus; (iv) report to the Board of Managers at least quarterly
with respect to the implementation of the approved investment plan; (v) transmit
to PRV information necessary for PRV to perform its responsibilities with
respect to the Fund; (vi) create and maintain brokerage records as required by
law; and (vii) provide the office space, material and personnel necessary to
fulfill its obligations under the Sub-Agreement to pay all expenses incurred by
it in connection with its activities. However, AMI is not required to perform
services or bear expenses related to the maintenance and operation of the Fund
(these expenses are properly assumed by PRV pursuant to the Agreement).
For the services AMI furnishes to PRV and the Accumulation Fund as sub-advisor,
the Sub-Agreement provides that PRV will pay AMI each month an amount which, on
an annual basis, will equal 0.35% of the average daily net asset value of each
series of the Fund. In 1995, 1994, and 1993, respectively, PRV paid AMI a total
of $133,743, $117,393, and $115,983 as provided for under the Sub-Agreement.
These payments did not affect the amount of the advisory fees to be paid to PRV
by the Accumulation Fund under the Agreement.
INFORMATION CONCERNING MFS ASSET MANAGEMENT, INC.
MFS Asset Management, Inc. ("AMI"), formerly Massachusetts Financial Services
Company ("MFS"), is a Delaware corporation with its principal offices at 500
Boylston Street, Boston, Massachusetts 02116. AMI, together with its parent
corporation, Massachusetts Financial Services Company and its predecessor
organizations, have a history of money management dating from 1924. AMI is a
wholly-owned subsidiary of MFS.
Since 1982, MFS has been a subsidiary of Sun Life Assurance Company of Canada
(U.S.), One Sun Life Executive Park, Wellesley Hills, Massachusetts, 02181,
which is, in turn, a wholly-owned subsidiary of Sun Life Assurance Company of
Canada, 150 King Street West, Toronto, Canada M5H 1J9.
As of December 31, 1995, MFS and its subsidiaries including AMI, had over $42.3
billion in assets under management, which included over $5 billion in assets
managed by AMI.
AMI serves as investment advisor to substantial private and institutional
accounts. MFS serves as investment advisor to certain mutual fund and insurance
company separate accounts. The mutual funds in separate accounts are registered
as investment companies under the Investment Company Act of 1940. Each of the
separate accounts is established by Sun Life Assurance Company of Canada (U.S.).
5
<PAGE>
OFFICERS AND DIRECTORS
PRV
The following table shows the names, addresses, and principal occupations of all
directors and principal executive officers of PRV as of December 31, 1995.
<TABLE>
<CAPTION>
NAME AND ADDRESS AGE PRINCIPAL OCCUPATION
<S> <C> <C>
Donald E. Boggs 50 Director, Executive Vice President.
34 Hickory Circle
Holden, MA
John H. Budd 57 Director, Senior Vice President, General Counsel and
75 Highland Street Secretary.
Holden, MA
Gerald M. Gates 45 Director, Senior Vice President.
5 Clearings Way
Princeton, MA
M. Katherine Hessel 44 Director, Vice President.
73 Brattle Street
Holden, MA
J. Andrew Hilbert 37 Director, Senior Vice President, Chief Financial Officer
5 Skylar Drive and Treasurer.
Southboro, MA
John D. Lemery 45 Director, Senior Vice President and Chief Investment
600 Main Street, Apt. Officer.
2302
Worcester, MA
Barry E. Lundquist 44 Director, Senior Vice President.
18 Brooks Road
Paxton, MA
Gary W. MacConnell 61 Director, Vice President and Chief Information Officer.
23 Vicksburg Circle
Holden, MA
Richard L. Mucci 45 Director, Executive Vice President and Chief Operating
24 Willis Holden Officer.
Drive
Acton, MA
Bruce A. Richards 36 Senior Vice President and Chief Actuary.
12 Alana Drive
Sutton, MA
**Charles E. Soule 61 Director, President.
50 O'Neil Drive
Westboro, MA
</TABLE>
**Also a member of the Board of Managers of the Accumulation Fund.
The aggregate remuneration paid in 1995 to the directors and principal officers
of PRV was $253,003. This amount includes all forms of compensation. No officer
or director of PRV individually received in 1995 direct or indirect remuneration
from PRV in excess of $61,278.
6
<PAGE>
The following table shows the names, addresses, and principal occupations of all
directors and principal executive officers of AMI as of December 31, 1995.
<TABLE>
<CAPTION>
NAME AND ADDRESS PRINCIPAL OCCUPATIONS
<S> <C>
*A. Keith Brodkin Chairman and Director of MFS and Chairman of AMI.
*Thomas J. Cashman, Jr. President and Director of AMI.
*Arnold D. Scott Senior Executive Vice President, Director
and Secretary of MFS and Director of AMI.
*Jeffery L. Shames President and Director of MFS and Director of
AMI.
*Address is:
500 Boylston Street
Boston, Massachusetts
</TABLE>
ITEM 1: MANAGEMENT AND ELECTION OF MANAGERS
Under Article III of the Rules and Regulations of the Accumulation Fund, members
of the Board of Managers are elected at the annual meeting to serve for the term
of three years, succeeding those whose terms are then expiring, provided that
when the terms of more than two members of the Board expire in the same year,
the term of members to be elected shall be adjusted in such a manner that terms
of at least one but not more than two members shall expire in each of the next
three years.
The terms of Aubrey K. Reid, Jr. and William J. Short are expiring. They are
nominated for re-election and have consented to serve if elected. Five regular
meetings of the Board of Managers were held in 1995 and each member of the Board
attended at least 75 percent of the meetings. The Board of Managers does not
have nominating, audit, or compensation committees.
Under the terms of the 1940 Act, the Accumulation Fund must have a Board of
Managers, not more than sixty-percent of the members of which are deemed to be
"interested persons" of the Accumulation Fund or its Investment
Advisor/Principal Underwriter as defined in the 1940 Act. Two members of the
Board of Managers whose terms continue - namely Mrs. Sadowsky and Mr. Miller -
are not deemed to be "interested persons" as defined in the 1940 Act. Of the two
nominees for election, Mr. Short is not deemed to be an "interested person" as
defined in the 1940 Act whereas Mr. Reid is so deemed. Of the three members of
the Board of Managers whose terms continue, Mr. Soule is deemed to be an
"interested person" by virtue of his status as active or retired officer and/or
director of the Investment Advisor.
7
<PAGE>
In the event that any nominee should become unavailable to serve for any reason,
the persons named in the enclosed proxy will consult with Management and vote
for such substitute nominee or nominees as Management may recommend. At this
time Management knows of no reason why any nominee would be unavailable to
serve.
REMUNERATION OF MANAGERS
The total aggregate remuneration paid by the Accumulation Fund to all members of
the Board of Managers for the fiscal year ended December 31, 1995 was $8,400.
This amount represents consideration paid for attendance at meetings of the
Board of Managers and reimbursement for expenses incurred. Those members of the
Board of Managers deemed to be interested persons received direct remuneration
or an indirect benefit as active or retired officers of PRV and/or stockholders
of Textron Inc. None of the members of the Board of Managers, or active or
retired officers of the Accumulation Fund, who are also active or retired
officers or employees of PRV or its affiliates, received any remuneration from
the Accumulation Fund.
Information concerning the nominees for re-election, as well as members of the
Board of Managers whose terms will continue, follows with the same abbreviations
of company names as used previously. Unless the contract owner withholds
authorization on the proxy, it is intended that the interest represented by the
proxy will be voted in favor of the election of the nominees.
<TABLE>
<CAPTION>
VARIABLE
NAME AND CAPACITY IN YEAR FIRST BECAME PRINCIPAL OCCUPATION AND ACCUMULATION
ADDITION TO THAT OF MEMBER AND YEAR EMPLOYMENT FOR PAST UNITS CREDITED
BOARD MEMBER TERM EXPIRES FIVE YEARS DEC. 31, 1995
<S> <C> <C> <C>
A. NOMINEES FOR ELECTION TO A THREE-YEAR TERM
*Aubrey K. Reid, Jr. 1974-1996 Retired; Director Emeritus and
Former President of PRV and PRL. 11,130
William J. Short 1990-1996 President, Worcester Area
Chamber of Commerce,
Worcester, MA. 370
B. BOARD MEMBERS WHOSE TERMS CONTINUE
Gordon T. Miller 1968-1998 Retired; Former Vice President and
VICE CHAIRMAN Director of Industrial Relations of
Barry White Corporation,
Newton Lower Falls, MA. None
Joan Sadowsky 1985-1997 Retired; Former Vice President of
Human Resources,
Atlas Distributing Corporation,
Auburn, MA. None
*Charles E. Soule 1987-1997 Director and President of
CHAIRMAN PRV and PRL, President and Chief
Executive Officer, Paul Revere
Corporation. None
</TABLE>
*Messrs. Soule and Reid, as active or retired officers and directors of PRV, are
designated "interested" persons under the Investment Company Act of 1940.
8
<PAGE>
ITEM 2: RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS
The Board of Managers, including a majority of the Managers who are not deemed
to be "interested persons", has, on November 16, 1995, reappointed Ernst & Young
LLP, independent auditors, to audit the accounts of the Accumulation Fund for
the year 1995. Ernst & Young LLP has audited the accounts of the Accumulation
Fund each year since 1968. The appointment of independent auditors is ratified
or rejected annually by the variable annuity contract owners.
Ernst & Young LLP has advised the Board of Managers of the Accumulation Fund
that neither its firm nor any of its members or associates has any direct or any
material indirect financial interest in the Accumulation Fund or any of its
affiliates other than as independent auditors. The Board of Managers recommends
approval of the appointment of such firm as independent auditors of the
Accumulation Fund for the period stated. In the event the variable annuity
contract owners do not ratify the appointment by the Board of Managers of this
firm or if Ernst & Young LLP shall decline to act or otherwise become incapable
of acting, or if its employment be otherwise discontinued, the Board of Managers
will appoint other independent auditors. One or more representatives of Ernst &
Young LLP will be present at the annual meeting with an opportunity to make a
statement if they desire to do so or to answer appropriate questions from
contract owners.
ITEM 3: OTHER BUSINESS
Management is not aware of any other business to come before the meeting. In
case of any such business properly brought before the meeting or any
adjournments thereof, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy in accordance with their best judgment in the
interest of the Accumulation Fund.
March 7, 1996
9
<PAGE>
THE PAUL REVERE
VARIABLE ANNUITY CONTRACT
ACCUMULATION FUND
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
LOGO
ANNUAL MEETING OF
VARIABLE ANNUITY CONTRACT
OWNERS
OF
THE PAUL REVERE VARIABLE
ANNUITY
INSURANCE COMPANY
March 7, 1996
Form 9948 Rev. 2/96
Printed in U.S.A.
