PROVIDENTMUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT
24F-2NT, 1996-02-27
Previous: FIDELITY MUNICIPAL TRUST II, NSAR-B, 1996-02-27
Next: NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION, 8-K, 1996-02-27



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                RULE 24f-2 NOTICE

                                       FOR

                Providentmutual Variable Annuity Separate Account
                              (Name of Registrant)

                              300 Continental Drive
                                Newark, DE 19713
                    (Address of principal executive offices)

                         File Nos. 33-44180 and 33-65512

1. The following information is set forth pursuant to the requirements of Rule
   24f-2(b)(1):

                  (i).     Fiscal year for which Notice is filed:

                           Fiscal year ended December 31, 1995

                  (ii).    Number or amount of securities of the same class or
                           series, if any, which had been registered under the
                           Securities Act of 1933 other than pursuant to Rule
                           24f-2 but which remained unsold at the beginning of
                           such fiscal year.

                           None

                  (iii).   The number or amount of securities, if any,
                           registered during such fiscal year other than
                           pursuant to Rule 24f-2:

                           None

                  (iv).    The number or amount of securities sold during the
                           fiscal year:

<TABLE>
<CAPTION>
                           Growth                  Money Market                 Bond                   Managed
                           Subaccount              Subaccount                   Subaccount             Subaccount
                           ----------              ----------                   ----------             ----------
                           <S>                     <C>                          <C>                    <C>
                           $5,297,837.68           $87,330,705.79               $1,404,775.30          $2,454,880.50

                           worth of                worth of                     worth of               worth of
                           policies(1)             policies(2)                  policies(3)            policies(4)
</TABLE>

<TABLE>
<CAPTION>
                           Aggressive Growth                                    International
                           Subaccount                                           Subaccount
                           ----------                                           ----------
                           <S>                                                  <C>
                           $3,000,633.58                                        $5,907,334.49

                           worth of                                             worth of
                           policies(5)                                          policies(6)
</TABLE>



<PAGE>   2
<TABLE>
<CAPTION>
         Fidelity                   Fidelity                     Fidelity
         High Income                Equity Income                Growth
         Subaccount                 Subaccount                   Subaccount
         ----------                 ----------                   ----------
         <S>                        <C>                          <C>
         $3,279,124.55              $17,904,217.61               $12,517,010.29
                                                                 
         worth of                   worth of                     worth of
         policies(7)                policies(8)                  policies(9)
</TABLE>

<TABLE>
<CAPTION>
         Fidelity                   Fidelity                     Fidelity                Quest for
         Asset Manager              Index 500                    ContraFund              Value Equity
         Subaccount                 Subaccount                   Subaccount              Subaccount
         ----------                 ----------                   ----------              ----------
         <S>                        <C>                          <C>                     <C>
         $5,328,290.36              $5,166,733.30                $4,787,668.13           $3,796,718.73
                                                                 
         worth of                   worth of                     worth of                worth of
         policies(10)               policies(11)                 policies(12)            policies(13)
</TABLE>
                                                                 
<TABLE>
<CAPTION>
                                                                                         Scudder
         Quest for Value            Quest for Value              Scudder                 Growth and             Scudder
         Small Cap                  Managed                      Bond                    Income                 International
         Subaccount                 Subaccount                   Subaccount              Subaccount             Subaccount
         ----------                 ----------                   ----------              ----------             ----------
         <S>                        <C>                          <C>                     <C>                    <C>
         $5,467,360.30              $11,697,916.37               $1,796,541.38           $586,364.75            $622,429.49
                                                                 
         worth of                   worth of                     worth of                worth of               worth of
         policies(14)               policies(15)                 policies(16)            policies(17)           policies(18)
</TABLE>

                                                                 
<TABLE>
<CAPTION>
                                    Dreyfus                      Dreyfus                 Federated U.S.
         Dreyfus Zero               Growth and                   Socially                Government             Federated
         Coupon 2000                Income                       Responsible             Bond Fund              Utility Fund
         Subaccount                 Subaccount                   Subaccount              Subaccount             Subaccount
         ----------                 ----------                   ----------              ----------             ----------
         <S>                        <C>                          <C>                     <C>                    <C>
         $1,889,949.96              $2,704,309.67                $127,053.06             $465,032.92            $608,644.19
                                                                 
         worth of                   worth of                     worth of                worth of               worth of
         policies(19)               policies(20)                 policies(21)            policies(22)           policies(23)
</TABLE>                                                       


<PAGE>   3
(v).      The number or amount of securities sold during such fiscal year in
          reliance upon registration pursuant to Rule 24f-2

<TABLE>
<CAPTION>
          Growth                  Money Market               Bond                         Managed
          Subaccount              Subaccount                 Subaccount                   Subaccount
          ----------              ----------                 ----------                   ----------
          <S>                     <C>                        <C>                          <C>
          $5,297,837.68           $87,330,705.79             $1,404,775.30                $2,454,880.50

          worth of                worth of                   worth of                     worth of
          policies(1)             policies(2)                policies(3)                  policies(4)
</TABLE>

<TABLE>
<CAPTION>
          Aggressive Growth                                  International
          Subaccount                                         Subaccount
          ----------                                         ----------
          <S>                                                <C>
          $3,000,633.58                                      $5,907,334.49

          worth of                                           worth of
          policies(5)                                        policies(6)
</TABLE>

<TABLE>
<CAPTION>
          Fidelity                Fidelity                   Fidelity
          High Income             Equity Income              Growth
          Subaccount              Subaccount                 Subaccount
          ----------              ----------                 ----------
          <S>                     <C>                        <C>
          $3,279,124.55           $17,904,217.61             $12,517,010.29

          worth of                worth of                   worth of
          policies(7)             policies(8)                policies(9)
</TABLE>

<TABLE>
<CAPTION>
          Fidelity                Fidelity                   Fidelity                     Quest for
          Asset Manager           Index 500                  ContraFund                   Value Equity
          Subaccount              Subaccount                 Subaccount                   Subaccount
          ----------              ----------                 ----------                   ----------
          <S>                     <C>                        <C>                          <C>
          $5,328,290.36           $5,166,733.30              $4,787,668.13                $3,796,718.73

          worth of                worth of                   worth of                     worth of
          policies(10)            policies(11)               policies(12)                 policies(13)
</TABLE>

<TABLE>
<CAPTION>
          Quest for Value         Quest for Value            Scudder
          Small Cap               Managed                    Bond
          Subaccount              Subaccount                 Subaccount
          ----------              ----------                 ----------
          <S>                     <C>                        <C>
          $5,467,360.30           $11,697,916.37             $1,796,541.38

          worth of                worth of                   worth of
          policies(14)            policies(15)               policies(16)
</TABLE>


<PAGE>   4
<TABLE>
<CAPTION>
                           Scudder
                           Growth and              Scudder                  Dreyfus Zero
                           Income                  International            Coupon 2000
                           Subaccount              Subaccount               Subaccount
                           ----------              ----------               ----------
                           <S>                     <C>                      <C> 
                           $586,364.75             $622,429.49              $2,280,055.35

                           worth of                worth of                 worth of
                           policies(17)            policies(18)             policies(19)
</TABLE>

<TABLE>
<CAPTION>
                           Dreyfus                 Dreyfus                  Federaled U.S.
                           Growth and              Socially                 Government                  Federated
                           Income                  Responsible              Bond Fund                   Utility Fund
                           Subaccount              Subaccount               Subaccount                  Subaccount
                           ----------              ----------               ----------                  ----------
                           <S>                     <C>                      <C>                         <C>
                           $2,704,309.67           $127,053.06              $465,032.92                 $608,644.19

                           worth of                worth of                 worth of                    worth of
                           policies(20)            policies(21)             policies(22)                policies(23)
</TABLE>


         2.       An opinion of counsel with respect to the validity of the
                  shares accompanies this Notice.

         3.       Filing fee with respect to shares specified in 1(v) above:

<TABLE>
                      <S>                                           <C>
                      Growth Subaccount                             $     903.94   (1)
                      Money Market Subaccount                           2,502.99   (2)
                      Bond Subaccount                                     246.69   (3)
                      Managed Subaccount                                 (142.83)  (4)
                      Aggressive Growth Subaccount                        413.41   (5)
                      International Subaccount                            334.32   (6)
                      Fidelity High Income Subaccount                     575.42   (7)
                      Fidelity Equity Income Subaccount                 4,778.87   (8)
                      Fidelity Growth Subaccount                        3,250.63   (9)
                      Fidelity Asset Manager Subaccount                   (31.81) (10)
                      Fidelity Index 500 Subaccount                     1,500.43  (11)
                      Fidelity ContraFund Subaccount                    1,493.43  (12)
                      Quest for Value Equity Subaccount                   951.65  (13)
                      Quest for Value Small Cap Subaccount                476.65  (14)
                      Quest for Value Managed Subaccount                2,637.74  (15)
                      Scudder Bond Subaccount                             370.16  (16)
                      Scudder Growth and Income Subaccount                184.47  (17)
                      Scudder International Subaccount                    208.97  (18)
                      Dreyfus Zero Coupon 2000 Subaccount                 482.46  (19)
                      Dreyfus Growth and Income Subaccount                733.25  (20)
                      Dreyfus Socially Responsible Subaccount              43.34  (21)
</TABLE>



<PAGE>   5
<TABLE>
<S>                                                                      <C>               
                      Federated U.S. Government Bond Subaccount              157.00  (22)
                      Federated Utility Fund Subaccount                      202.72  (23)
                                                                         ----------
                                                                         $22,151.91
</TABLE>


Minimum Filing Fee (Certified Check Enclosed):  $22,151.91

DATED:  February 27, 1996

              PROVIDENTMUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT

                           BY:      /s/ Linda E. Senker
                                    ---------------------------------------
                                    Linda E. Senker
                                    Legal Officer

- ------------------------
(1) The actual aggregate sales price was $5,297,837.68, which consists of 2,384
policies allocating premiums to the Growth Subaccount. During the fiscal year
ended December 31, 1995, the actual aggregate redemption price of Growth
Subaccount policies redeemed was $2,676,413.50. (No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule 24f-2(c) in
any filing made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to the policies in
calculated as follows:

         $5,297,837.68 - 2,676,413.50 = $2,621,424.18 / 2900 = $903.94

(2) The actual aggregate sales price was $87,330,705.79, which consists of 5,478
policies allocating premiums to the Money Market Subaccount. During the fiscal
year ended December 31, 1995, the actual aggregate redemption price of Money
Market Subaccount policies redeemed was $80,072,038.74. (No portion of such
aggregate redemption price has been applied by the Registrant pursuant to Rule
24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $87,330,705.79 - 80,072,038.74 = $7,258,667.05 / 2900 = $2,502.99

(3) The actual aggregate sales price was $1,404,775.30, which consists of 789
policies allocating premiums to the Bond Subaccount. During the fiscal year
ended December 31, 1995, the actual aggregate redemption price of Bond
Subaccount policies redeemed was $689,363.95. (No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule 24f- 2(c)
in any filing made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to the policies is
calculated as follows:

         $1,404,775.30 - 689,363.95 = $715,411.35 / 2900 = $246.69

(4) The actual aggregate sales price was $2,454,880.50, which consists of 949
policies allocating premiums to the Managed Subaccount. During the fiscal year
ended December 31, 1995, the actual aggregate redemption price of Managed
Subaccount policies redeemed was $2,869,098.53. (No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule 24f-2(c) in
any filing made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to the policies is
calculated as follows:

         $2,454,880.50 - 2,869,098.53 = ($414,218.03) / 2900 = ($142.83)


<PAGE>   6
(5) The actual aggregate sales price was $3,000,633.58, which consists of 2,278
policies allocating premiums to the Aggressive Growth Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Aggressive Growth Subaccount policies redeemed was $1,801,735.10. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $3,000,633.58 - 1,801,735.10 = $1,198,898.48 / 2900 = $413.41

(6) The actual aggregate sales price was $5,907,334.39, which consists of 4,881
policies allocating premiums to the International Subaccount. During the fiscal
year ended December 31, 1995, the actual aggregate redemption price of
International Subaccount policies redeemed was $4,937,819.42. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $5,907,334.39 - 3,937,819.42 = $969,515.07 / 2900 = $334.32

(7) The actual aggregate sales price was $3,279,124.55, which consists of 1,801
policies allocating premiums to the Fidelity High Income Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Fidelity High Income Subaccount policies redeemed was $1,610,397.13. (No portion
of such aggregate redemption price has been applied by the Registrant pursuant
to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $3,279,124.55 - 1,610,397.13 = $1,668,727.42 / 2900 = $575.42

(8) The actual aggregate sales price was $17,904,217.61, which consists of 6,420
policies allocating premiums to the Fidelity Equity Income Subaccount. During
the fiscal year ended December 31, 1995, the actual aggregate redemption price
of Fidelity Equity Income Subaccount policies redeemed was $4,045,497.30. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $17,904,217.61 - 4,045,497.30 = $13,858,720.31 / 2900 = $4,778.87

(9) The actual aggregate sales price was $12,517,010.29, which consists of 5,882
policies allocating premiums to the Fidelity Growth Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Fidelity Growth Subaccount policies redeemed was $3,090,174.12. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $12,517,010.29 - 3,090,174.12 = $9,426,836.17 / 2900 = $3,250.63


<PAGE>   7
(10) The actual aggregate sales price was $5,328,290.36, which consists of 3,586
policies allocating premiums to the Fidelity Asset Manager Subaccount. During
the fiscal year ended December 31, 1995, the actual aggregate redemption price
of Fidelity Asset Manager Subaccount policies redeemed was $5,420,537.03. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $5,328,290.36 - 5,420,537.03 = ($92,246.67) / 2900 = ($31.81)

(11) The actual aggregate sales price was $5,166,733.30, which consists of 2,408
policies allocating premiums to the Fidelity Index 500 Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Fidelity Index 500 Subaccount policies redeemed was $815,490.00. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $5,166,733.30 - 815,490.00 = $4,351,243.30 / 2900 = $1,500.43

(12) The actual aggregate sales price was $4,787,668.13, which consists of 1,273
policies allocating premiums to the Fidelity ContraFund Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Fidelity ContraFund Subaccount policies redeemed was $456,719.04. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $4,787,668.13 - 456,719.04 = $4,330,949.09 / 2900 = $1,493.43

(13) The actual aggregate sales price was $3,796,718.73, which consists of 1,975
policies allocating premiums to the Quest for Value Equity Subaccount. During
the fiscal year ended December 31, 1995, the actual aggregate redemption price
of Quest for Value Equity Subaccount policies redeemed was $1,036,926.71. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $3,796,718.73 - 1,036,926.71 = $2,759,792.02 / 2900 = $951.65

(14) The actual aggregate sales price was $5,467,360.30, which consists of 4,977
policies allocating premiums to the Quest for Value Small Cap Subaccount. During
the fiscal year ended December 31, 1995, the actual aggregate redemption price
of Quest for Value Small Cap Subaccount policies redeemed was $4,085,077.48. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $5,467,360.30 - 4,085,077.48 = $1,382,282.82 / 2900 = $476.65


<PAGE>   8
(15) The actual aggregate sales price was $11,697,916.37, which consists of
4,579 policies allocating premiums to the Quest for Value Managed Subaccount.
During the fiscal year ended December 31, 1995, the actual aggregate redemption
price of Quest for Value Managed Subaccount policies redeemed was $4,048,464.79.
(No portion of such aggregate redemption price has been applied by the
Registrant pursuant to Rule 24f-2(c) in any filing made pursuant to Section
24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the
filing fee with respect to the policies is calculated as follows:

         $11,697,916.37 - 4,048,464.79 = $7,649,451.58 / 2900 = $2,637.74

(16) The actual aggregate sales price was $1,796,541.38, which consists of 1,373
policies allocating premiums to the Scudder Bond Subaccount. During the fiscal
year ended December 31, 1995, the actual aggregate redemption price of Scudder
Bond Subaccount policies redeemed was $723,066.78. (No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule 24f-2(c) in
any filing made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to the policies is
calculated as follows:

         $1,796,541.38 - 723,066.78 = $1,073,474.60 / 2900 = $370.16

(17) The actual aggregate sales price was $586,364.75, which consists of 232
policies allocating premiums to the Scudder Growth and Income Subaccount. During
the fiscal year ended December 31, 1995, the actual aggregate redemption price
of Scudder Growth and Income Subaccount policies redeemed was $51,415.33. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $586,364.75 - 51,415.33 = $534,949.42 / 2900 = $184.47

(18) The actual aggregate sales price was $622,429.49, which consists of 297
policies allocating premiums to the Scudder International Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Scudder International Subaccount policies redeemed was $16,415.09. (No portion
of such aggregate redemption price has been applied by the Registrant pursuant
to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $622,429.49 - 16,415.09 = $606,014.40 / 2900 = $208.97

(19) The actual aggregate sales price was $1,889,949.96, which consists of 882
policies allocating premiums to the Dreyfus Zero Coupon 2000 Subaccount. During
the fiscal year ended December 31, 1995, the actual aggregate redemption price
of Dreyfus Zero Coupon 2000 Subaccount policies redeemed was $844,601.39. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $1,889,949.96 - 844,601.39 = $1,045,348.57 / 2900 = $360.47


<PAGE>   9
(20) The actual aggregate sales price was $2,704,309.67, which consists of 863
policies allocating premiums to the Growth and Income Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Growth and Income Subaccount policies redeemed was $577,891.74. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $2,704,309.67 - 577,891.74 = $2,126,417.93 / 2900 = $733.25

(21) The actual aggregate sales price was $127,053.06, which consists of 73
policies allocating premiums to the Socially Responsible Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Socially Responsible Subaccount policies redeemed was $1,372.64. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $127,053.06 - 1,372.64 = $125,680.42 / 2900 = $43.34

(22) The actual aggregate sales price was $465,032.92, which consists of 100
policies allocating premiums to the Federated U.S. Government Bond Fund
Subaccount. During the fiscal year ended December 31, 1995, the actual aggregate
redemption price of Federated U.S. Government Bond Fund Subaccount policies
redeemed was $9,739.15. (No portion of such aggregate redemption price has been
applied by the Registrant pursuant to Rule 24f-2(c) in any filing made pursuant
to Section 24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule
24f-2(c), the filing fee with respect to the policies is calculated as follows:

         $465,032.92 - 9,739.15 = $455,293.77 / 2900 = $157.00

(23) The actual aggregate sales price was $608,644.19, which consists of 143
policies allocating premiums to the Federated Utility Fund Subaccount. During
the fiscal year ended December 31, 1995, the actual aggregate redemption price
of Federated Utility Fund Subaccount policies redeemed was $20,748.75. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $608,644.19 - 20,748.75 = $587,895.44 / 2900 = $202.72


<PAGE>   10
        [PROVIDENTMUTUAL LIFE AND ANNUITY COMPANY OF AMERICA LETTERHEAD]

                                February 27, 1996

Providentmutual Life and Annuity Company
  of America
300 Continental Drive
Newark, DE  19713

                           Re:   Rule 24f-2 Notice
                                 Registration Nos. 33-44180 and 33-65512

Dear Sirs:

         I have served as counsel to Providentmutual Life and Annuity Company of
America in connection with the above-referenced Notice. In my opinion, the
securities being registered with respect to the Providentmutual Variable Annuity
Separate Account are legally issued, fully paid and non-assessable.

                                   Sincerely,

                                  Linda E. Senker
                                  Legal Officer

LES:cf




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission