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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:
[_] 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 Section 240.14a-11(c) or Section 240.14a-12
PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
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(Name of Registrant as Specified In Its Charter)
PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
- --------------------------------------------------------------------------------
(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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THE PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
18 CHESTNUT STREET
WORCESTER, MASSACHUSETTS 01608-1928
TELEPHONE: 508-799-4441
NOTICE OF ANNUAL MEETING
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 10:00 a.m., Eastern
Daylight Time, Wednesday, June 24, 1998. The purpose of the meeting is to
consider and act upon the following:
1. To elect (2) members to the Board of Managers in accordance with the Rules
and Regulations;
2. To ratify or reject the appointment of Ernst and Young LLP as independent
auditors for the Accumulation Fund for 1998; 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 April 30, 1998, 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.
May 26, 1998
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.
<PAGE>
THE PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
18 CHESTNUT STREET
WORCESTER, MASSACHUSETTS 01608-1528
TELEPHONE: 508-799-4441
PROXY STATEMENT
This proxy statement, which is being mailed on or about May 27, 1998, is
furnished in connection with the solicitation by the Board of Managers of The
Paul Revere Variable Annuity Contract Accumulation Fund (the "Fund"), a separate
account of The Paul Revere Variable Annuity Insurance Company ("PRV"), an
indirect wholly owned subsidiary of Provident Companies, Inc. ("Provident"), of
proxies in the accompanying form for the purposes of the June 24, 1998 Annual
Meeting as set forth in the accompanying Notice of Annual Meeting (the
"Notice"). The Annual Report of the Fund for the year ended December 31, 1997
was previously forwarded. A copy of the Annual Report of the Fund may be
obtained without charge from PRV by writing to the above address or by calling
collect (800)821-1693.
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 Fund may solicit proxies in person or by telephone. No officer
or manager of the Fund receives compensation or reimbursement from the Fund for
such solicitation.
On April 30, 1998, there were 2,359,965.20 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. The Board of Managers
of the Fund has fixed April 30, 1998 as the record date (the "Record Date") for
determination of the contract owners entitled to receive notice of and to vote
at the Meeting and the number of votes to which such persons are entitled.
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. 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 Units voted of each series.
CONTRACT OWNERS PROPOSALS
Contract owners' proposals for action at the next annual meeting must be
received by Management at its principal office by December 31, 1998. No contract
owners' proposals were received for this year's meeting.
<PAGE>
OWNERSHIP AND CONTROL
As of the Record Date, the members of the Board of Managers of the 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 11,500
Units, representing approximately .48% of the total. The Paul Revere Employee
Pension Plan (the "Pension Plan") and The Paul Revere Agency Retirement Plan
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 approximately
807,472 Units, representing approximately 34.21% of the total vote.
INFORMATION CONCERNING PRV AND THE FUND
The 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. 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, which is indirectly wholly owned by Provident. The principal office
of PRV is at 18 Chestnut Street, Worcester, Massachusetts. PRV's principal
business is the sale and administration of life and annuity insurance policies.
PRV serves as insurer and principal underwriter and as an investment adviser to
the Fund under the Advisory Agreement. PRV is registered with the Securities and
Exchange Commission as an investment adviser and as a broker-dealer.
Information about PRV's activities and compensation as issuer and principal
underwriter, and as investment adviser to the Fund is set forth below.
INFORMATION CONCERNING MFS INSTITUTIONAL ADVISORS, INC.
MFS Institutional Advisors, Inc. ("MFSI"), formerly MFS Asset Management, Inc.,
is a Delaware corporation with its principal offices at 500 Boylston Street,
Boston, Massachusetts 02116. MFSI, together with its parent corporation,
Massachusetts Financial Services Company ("MFS") and its predecessor
organizations, have a history of money management dating from 1924. MFSI 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, 1997, MFS and its subsidiaries including MFSI, had over $70
billion in assets under management, which included over $5 billion in assets
managed by MFSI.
MFSI 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.).
INFORMATION ABOUT THE ADVISORY AGREEMENT
AND THE SUB-ADVISORY AGREEMENT
PRV, subject to the supervision of the Board of Managers of the Fund, is
responsible for all duties related to the investment, reinvestment and
safekeeping of the assets of the 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.
Under the Advisory Agreement, PRV is required specifically to provide the Board
of Managers of the Fund continuously with an investment program for its approval
or rejection and, if rejected, to submit another program for consideration.
<PAGE>
In connection with PRV's obligations under the Advisory Agreement, PRV bears the
cost of all services and expenses attributable to the maintenance and operation
of the Fund (other than costs relating to the administration and distribution of
the variable annuity contracts, which costs are provided for in the Sales and
Administrative Services Agreement by and between PRV and the Fund dated February
19, 1970 and re-executed on February 16, 1989 (the "Services Agreement")). These
costs include, among other things, fees paid to MFSI pursuant to the Sub-
Advisory Agreement, 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 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 Fund are paid out of the assets of the Fund.
For providing such investment advisory services, the Fund pays PRV an annual fee
of .50% of the average daily net asset value of each series of the Fund. This
fee is computed on a daily basis and is payable weekly by the Fund. During the
years ended December 31, 1997, 1996, and 1995, the Fund paid PRV advisory fees
of $129,238, $134,458, and $191,061, respectively.
The Advisory Agreement and the Sub-Advisory Agreement as currently in effect
were submitted to a vote of the contract owners on August 16, 1984 in connection
with the adoption of the Advisory Agreement and the Sub-Advisory Agreement by
the Fund. The continuation of the Advisory Agreement and the Sub-Advisory
Agreement were last approved by the Board of Managers of the Fund on March 28,
1997. On August 8, 1996, at a Special Meeting of the contract owners of the
Fund, a new investment advisory agreement and a new investment sub-advisory
agreement for the Fund, which was effective at the time of the merger of Paul
Revere and Provident on March 27, 1997 and substantially identical to those
agreements currently in effect, were approved.
In addition to fees paid under the Advisory Agreement and the Sub-Advisory
Agreement, during the years ended December 31, 1997, 1996, and 1995 PRV received
sales and administration charges under the Services Agreement totaling $2,707,
$4,434, and $4,452, respectively. PRV also received $258,476, $268,915, and
$382,123 from the Fund during the years ended December 31, 1997, 1996, and 1995,
respectively, 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 Fund as permitted under the Services Agreement.
Under the Advisory Agreement, 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 the Sub-
Advisory Agreement.
Under the Sub-Advisory Agreement, MFSI, subject to the supervision of PRV and
the Board of Managers of the Fund, is responsible for all aspects of day-to-day
management of the investments of the Fund. Among other things, it is required
to: (i) perform research and evaluate pertinent data; (ii) provide the Board of
Managers of the Fund 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 of the Fund 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-Advisory Agreement and to pay all expenses incurred by it in connection with
its activities. However, MFSI is not required to perform services or bear
expenses related to the maintenance of the Fund. (These expenses are properly
assumed by Paul Revere pursuant to the Advisory Agreement.)
For providing such investment sub-advisory services, PRV pays MFSI an annual fee
of .35% of the average daily net asset value of each series of the Fund. This
<PAGE>
fee is computed on a daily basis and is payable weekly by PRV. During the years
ended December 31, 1997, 1996, and 1995, PRV paid MFSI investment sub-advisory
fees of $90,536, $94,120, and $133,743 respectively.
Each of the Advisory Agreement and the Sub-Advisory Agreement provides that it
shall continue in effect for an initial term ending March 31, 1986 and
thereafter from year to year so long as its continuance is approved at least
annually by (a) the vote of a majority of the Board of Managers of the Fund, or
by the vote of a majority of the outstanding Units of the Fund, including a
majority of the outstanding Units of each series thereof and (b) by the vote of
a majority of the members of the Board of Managers of the Fund who are not
parties to the Advisory Agreement or interested persons (as defined in the 1940
Act) of any such party, by vote cast in person at a meeting called for the
purpose of voting on such an approval. (A majority vote of the contract owners
of this purpose means the lesser of (i) 67% of the Units represented at the
meeting, if more than 50% of the outstanding Units are represented, or (ii) more
than 50% of the outstanding Units.) Any amendment to either of the Advisory
Agreement or the Sub-Advisory Agreement must be approved by (i) the Board of
Managers of the Fund or by the vote of a majority of the outstanding Units of
the Fund, including a majority of the outstanding Units of each series thereof,
and (ii) the majority of those members of the Board of Managers of the Fund 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. Each of the Advisory
Agreement and 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 Fund, including a majority of the outstanding units of each series
of the Fund, upon 60 days' written notice to PRV, and it terminates
automatically in the event of its assignment (as defined in the 1940 Act). The
Advisory Agreement and the Sub-Advisory Agreement also provide that PRV, in the
case of the Advisory Agreement, and MFSI, in the case of the Sub-Advisory
Agreement, shall not be subject to any liability in connection with the
performance of their respective services under such agreements in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of their
respective obligations or duties.
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 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, 1997, 1996, and 1995 amounted to $63,648,
$56,322, and $62,318, respectively. Brokerage commissions were paid to 87
brokers in 1997. In the years ended December 31, 1997, 1996, and 1995, the rate
of portfolio turnover was 132%, 81%, and 65%, respectively.
<PAGE>
OFFICERS AND DIRECTORS
The following table shows the names, addresses, and principal occupations of all
directors and principal executive officers of PRV as of December 31, 1997.
<TABLE>
<CAPTION>
<S> <C>
NAME AND ADDRESS PRINCIPAL OCCUPATION
William L. Armstrong Chairman, Cherry Creek Mortgage Company
1625 Broadway, Suite 780
Denver, CO 80202
Robert O. Best Executive Vice President and Chief Information Officer/Client Services,
1 Fountain Square the Company; Executive Vice President and Chief Information
Chattanooga, TN 37402 Officer/Client Services, Provident
William H. Bolinder Member of the Corporate Executive Board, Zurich Insurance Company
1400 American Lane
Schaumburg, IL 60196
J. Harold Chandler Chairman, President & CEO, Provident Companies, Inc.
1 Fountain Square
Chattanooga, TN 37402
F. Dean Copeland Executive Vice President and General Counsel, the Company; Executive
1 Fountain Square Vice President and General Counsel, Provident
Chattanooga, TN 37402
Vicki W. Corbett Vice President and Controller, the Company; Vice President and
1 Fountain Square Controller, Provident
Chattanooga, TN 37402
Steven M. Gluckstern Member of the corporate Executive Board, Zurich Insurance Company
1 Chase Manhattan Plaza
New York, NY 10005
Robert C. Greving Senior Vice President and Actuary, the Company; Senior Vice President
1 Fountain Square and Actuary, Provident
Chattanooga, TN 37402
Charlotte M. Heffner Trustee, The Maclellan Foundation
1991 West Paces Ferry Road, N.W.
Atlanta, GA 30327
Thomas B. Heys, Jr. Executive Vice President, Institutional Sales, the Company; Executive
1 Fountain Square Vice President, Institutional Sales, Provident
Chattanooga, TN 37402
Hugh B. Jacks President, Potential Enterprises
101 Carnoustie
Shoal Creek, AL 35242
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
William B. Johnson Chairman & Chief Executive Officer, W.B. Johnson Properties
3412 Peachtree Road, NE
Suite 2075
Atlanta, GA 30326
Hugh O. Maclellan, Jr. President, The Maclellan Foundation
The Maclellan Foundation
Suite 501
Chattanooga, TN 37402
A. S. "Pat" MacMillan Chief Executive Officer, Team Resources, Inc.
2100 River Edge Parkway
Suite 800
Atlanta, GA 30328-4604
Peter C. Madeja Executive Vice President, the Company; Executive Vice President,
440 East Swedesford Road Provident; President and CEO of GENEX Services, Inc.
Suite 3050
Wayne, PA 19087
Jeffrey F. Olingy Executive Vice President, Sales Support, the Company; Executive Vice
1 Fountain Square President, Sales Support, Provident
Chattanooga, TN 37402
C. William Pollard Chairman, The ServiceMaster Company
One ServiceMaster Way
Downers Grove, IL 60515
Scott L. Probasco, Jr. Director and Chairman of the Executive Committee, SunTrust Banks, Inc.
736 Market Street, 16th Floor
Chattanooga, TN 37402
Steven S Reinemund Chairman and Chief Executive Officer, Frito-Lay, Inc.
7701 Legacy Drive
Plano, TX 75024
Ralph A. Rogers, Jr. Senior Vice President and Treasurer, the Company; Senior Vice President
1 Fountain Square and Treasurer, Provident
Chattanooga, TN 37402
Susan N. Roth Secretary, the Company; Secretary, Provident
1 Fountain Square
Chattanooga, TN 37402
Burton E. Sorensen Retired Chairman and Chief Executive Officer, Lord Securities
2 Wall Street Corporation
New York, NY 10005
Thomas R. Watjen Vice Chairman and Chief Financial Officer, Provident Companies, Inc.
1 Fountain Square
Chattanooga, TN 37402
</TABLE>
The following table shows the names, addresses, and principal occupations of all
directors and principal executive officers of MFS Institutional Advisors, Inc.
as of December 31, 1997.
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS PRINCIPAL OCCUPATIONS
<S> <C>
*Thomas J. Cashman, Jr. President, Director and Chief Investment Officer of MFSI
*Arnold D. Scott Senior Executive Vice President, Director and Secretary of MFS and
Director of MFSI
*Jeffrey L. Shames Chairman, Chief Executive Officer and Director of MFS and Chairman of
MFSI
</TABLE>
*Address is:
500 Boylston Street
Boston, Massachusetts
<PAGE>
ITEM 1: MANAGEMENT AND ELECTION OF MANAGERS
Under Article III of the Rules and Regulations of the 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 term of Gordon Miller is expiring. Mr. Miller is nominated for re-election
and has consented to serve if elected. Donald Boggs is nominated for election
and has committed to serve if elected. Five regular meetings of the Board of
Managers were held in 1997 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 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 Mr. Short and Mrs. Sadowsky - are not deemed to be
"interested persons" as defined in the 1940 Act. Mr. Boggs, who is nominated
for election, is deemed to be an "interested person" as defined in the 1940 Act
since he is an officer of the Investment Advisor. Mr. Miller, who is nominated
for re-election, is not deemed to be an "interested person." Mr. Reid, whose
term continues, is deemed to be an "interested person" by virtue of his status
as a retired officer and director of the Investment Advisor.
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 Fund to all members of the Board of
Managers for the fiscal year ended December 31, 1997 was $7,800. 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. None of the members of the Board of Managers, or active or retired
officers of the Fund, who are also active or retired officers or employees of
PRV or its affiliates, received any remuneration from the 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.
<PAGE>
<TABLE>
<CAPTION>
Name And Capacity In Year First Became Member Principal Occupation And Variable Accumulation
Addition To That Of And Year Term Expires Employment For Past Five Units Credited Dec. 31,
Board Member Years 1997
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A. Nominees For Election To A Three-Year Term
<S> <C> <C> <C>
Donald Boggs* 1997 - 2001 Director, Senior Vice 447
Chairman President
Gordon T. Miller 1968 - 2001 Retired; Former Vice None
Vice Chairman President and Director of
Industrial Relations of
Barry White Corporation,
Newton Lower Falls, MA.
B. Board Members Whose Terms Continue
Aubrey K. Reid, Jr.* 1974 - 2000 Retired; Director of 11,130
Emeritus and Former
President of PRV and PRL.
Joan Sadowsky 1985 - 2000 Retired; Former Vice None
President of Human
Resources, Atlas
Distributing Corporation,
Auburn, MA
William J. Short 1990 - 1999 President, Worcester Area 370
Chamber of Commerce,
Worcester, MA
</TABLE>
*Messrs. Boggs and Reid, as active or retired officers and directors of PRV, are
designated "interested" persons under the Investment Company Act of 1940.
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 January 29, 1997, reappointed Ernst & Young
LLP, independent auditors, to audit the accounts of the Fund for the year 1996.
Ernst & Young LLP has audited the accounts of the 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 Fund that neither its
firm nor any of its members or associates has any direct or any material
indirect financial interest in the 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 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
<PAGE>
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 Fund.
<PAGE>
PROXY
THE PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
PROXY SOLICITED ON BEHALF OF
BOARD OF MANAGERS
The undersigned hereby appoints Donald Boggs and Susan 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 The Paul Revere Variable Annuity Contract Accumulation Fund to
be held at 10:00 a.m. on June 24, 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.
Gordon Miller and Donald Boggs
2. PROPOSAL TO RATIFY THE SELECTION AND APPOINTMENT OF ERNST & YOUNG LLP AS
THE INDEPENDENT AUDITORS FOR THE ACCUMULATION FUND (Board of Managers
favors a vote FOR)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. 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 AND TWO.
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:__________________________
Title (If Applicable)___________________
