<PAGE> 1
- --------------------------------------------------------------------------------
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT
ISSUED BY
PROVIDENT MUTUAL LIFE INSURANCE COMPANY
HOME OFFICE: 1050 WESTLAKES DRIVE, BERWYN, PENNSYLVANIA 19312
TELEPHONE (610) 407-1717
ADMINISTRATIVE OFFICE: 300 CONTINENTAL DRIVE, NEWARK, DELAWARE 19713
TELEPHONE: 1-800-688-5177
- --------------------------------------------------------------------------------
This Prospectus describes the individual flexible premium deferred variable
annuity contract ("Contract") being offered by Provident Mutual Life Insurance
Company ("Provident Mutual"), a life insurance company domiciled in
Pennsylvania. The Contract may be sold to or in connection with retirement plans
which may or may not qualify for special Federal tax treatment under the
Internal Revenue Code.
Premiums and Contract Values will be allocated, as designated by the Owner,
to one or more of the Subaccounts of the Provident Mutual Variable Annuity
Separate Account (the "Variable Account"), or the Guaranteed Account (which is
part of Provident Mutual's General Account and pays interest at declared rates
guaranteed to equal or exceed 3%), or both. The assets of each Subaccount will
be invested solely in a corresponding Portfolio of a designated mutual fund (the
"Funds"). The Funds available under the Contract are: Market Street Fund, Inc.;
Variable Insurance Products Fund; Variable Insurance Products Fund II; Scudder
Variable Life Investment Fund; OCC Accumulation Trust; Dreyfus Variable
Investment Fund; The Dreyfus Socially Responsible Growth Fund, Inc.; and
Federated Insurance Series. The accompanying Prospectuses for the Funds describe
the Portfolios of such Funds. The Contract Account Value prior to the Maturity
Date, except for amounts in the Guaranteed Account, will vary according to the
investment performance of the Portfolios of the Funds in which the selected
Subaccounts are invested. The Owner bears the entire investment risk of amounts
allocated to the Variable Account.
This Prospectus sets forth basic information about the Contract and the
Variable Account that a prospective investor ought to know before investing.
Additional information about the Contract and the Variable Account is contained
in the Statement of Additional Information, which has been filed with the
Securities and Exchange Commission. The Statement of Additional Information is
dated the same as this Prospectus and is incorporated herein by reference. The
Table of Contents for the Statement of Additional Information is on Page 36 of
this Prospectus. You may obtain a copy of the Statement of Additional
Information free of charge by writing to or calling Provident Mutual at the
address or phone number for its Administrative Office shown above.
---------------
PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. THIS
PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE FUNDS.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------
THE DATE OF THIS PROSPECTUS IS MAY 1, 1997
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Definitions.......................................................................... 1
Table of Expenses.................................................................... 2
Summary.............................................................................. 7
Condensed Financial Information...................................................... 9
The Company, Variable Account and Funds.............................................. 10
Provident Mutual Life Insurance Company......................................... 10
The Provident Mutual Variable Annuity Separate Account.......................... 10
The Funds....................................................................... 11
Market Street Fund, Inc.................................................... 11
Variable Insurance Products Fund and Variable Insurance Products Fund II... 12
Scudder Variable Life Investment Fund...................................... 13
OCC Accumulation Trust..................................................... 14
Dreyfus Variable Investment Fund........................................... 14
Federated Insurance Series................................................. 15
Resolving Material Conflicts............................................... 15
Addition, Deletion or Substitution of Investments.......................... 16
Description of Annuity Contract...................................................... 16
Issuance of a Contract.......................................................... 16
Premiums........................................................................ 17
Free Look Period................................................................ 17
Allocation of Premiums.......................................................... 17
Variable Account Value.......................................................... 17
Transfer Privilege.............................................................. 18
Withdrawals and Surrender....................................................... 20
Death Benefit Before Maturity Date.............................................. 21
Proceeds on Maturity Date....................................................... 22
Payments........................................................................ 22
Modification.................................................................... 23
Reports to Contract Owners...................................................... 23
Contract Inquiries.............................................................. 23
The Guaranteed Account............................................................... 23
Minimum Guaranteed and Current Interest Rates................................... 24
Transfers from Guaranteed Account............................................... 24
Payment Deferral................................................................ 24
Charges and Deductions............................................................... 24
Surrender Charge (Contingent Deferred Sales Charge)............................. 24
Administrative Charges.......................................................... 26
Transfer Processing Fee......................................................... 26
Mortality and Expense Risk Charge............................................... 26
Other Charges Including Investment Advisory Fees of the Funds................... 26
Premium Taxes................................................................... 26
Other Taxes..................................................................... 27
Payment Options...................................................................... 27
Election of Options............................................................. 27
Description of Options.......................................................... 27
Yields and Total Returns............................................................. 28
</TABLE>
i
<PAGE> 3
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Federal Tax Status................................................................... 29
Introduction.................................................................... 29
Tax Status of the Contract...................................................... 30
Taxation of Annuities........................................................... 31
Transfers, Assignments or Exchanges of a Contract............................... 32
Withholding..................................................................... 32
Multiple Contracts.............................................................. 33
Taxation of Qualified Plans..................................................... 33
Restrictions under Qualified Contracts.......................................... 34
Possible Charge for Provident Mutual's Taxes.................................... 34
Other Tax Consequences.......................................................... 34
Distribution of Contracts............................................................ 34
Legal Proceedings.................................................................... 35
Voting Rights........................................................................ 35
Financial Statements................................................................. 35
Statement of Additional Information Table of Contents................................ 36
</TABLE>
ii
<PAGE> 4
DEFINITIONS
ADMINISTRATIVE OFFICE....... Provident Mutual's office where annuity contracts
are administered located at 300 Continental
Drive, Newark, Delaware 19713.
ANNUITANT................... The person whose life determines the annuity
benefits payable under the Contract and whose
death determines the death benefit.
BENEFICIARY................. The person to whom the proceeds payable on the
death of the Owner or the Annuitant will be paid.
CASH SURRENDER VALUE........ The Contract Account Value less any applicable
surrender charge and any applicable Premium Tax
Charge.
CONTRACT ACCOUNT VALUE...... The sum of the Variable Account Value and the
Guaranteed Account Value.
CONTRACT YEARS, MONTHS, AND
ANNIVERSARIES.............. Are measured from the Contract Date.
GUARANTEED ACCOUNT.......... This account is part of Provident Mutual's
General Account and is not part of nor dependent
upon the investment performance of the Variable
Account.
MATURITY DATE............... The date when the Contract Account Value will be
applied under a Payment Option, unless the Owner
has elected to receive a lump sum payment of the
Cash Surrender Value.
NON-QUALIFIED CONTRACT...... A Contract that is not a "Qualified Contract."
OWNER....................... The person entitled to exercise all rights and
privileges provided in the Contract.
QUALIFIED CONTRACT.......... A Contract that is issued in connection with
plans that qualify for special Federal income tax
treatment under sections 401, 403, or 408 of the
Internal Revenue Code of 1986, as amended.
SUBACCOUNT.................. The Variable Account has Subaccounts; the assets
of each Subaccount are invested in a
corresponding Portfolio of a designated mutual
fund.
VALUATION DAY............... Each day on which valuation of the assets of a
Subaccount is required by applicable law.
VALUATION PERIOD............ The period that starts at the close of business
on one Valuation Day and ends at the close of
business on the next succeeding Valuation Day.
VARIABLE ACCOUNT............ Provident Mutual Variable Annuity Separate
Account which is not part of Provident Mutual's
General Account. The Variable Account has
Subaccounts each of which is invested in a
corresponding Portfolio of a designated mutual
fund.
WRITTEN NOTICE.............. A written request or notice in a form
satisfactory to Provident Mutual which is signed
by the Owner and received at the Administrative
Office.
1
<PAGE> 5
TABLE OF EXPENSES
The following information regarding expenses assumes that the entire
Contract Account Value is in the Variable Account.
<TABLE>
<S> <C> <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Load Imposed on Premiums......... none
Maximum Contingent Deferred Sales
Charge (as a percentage of amount
surrendered or withdrawn)(1)......... 6%
No fee for first twelve transfers in Contract Year;
$25 fee for each transfer thereafter during Contract
Transfer Processing Fee................ Year.
ANNUAL ADMINISTRATION FEE.............. $30.00 per Contract Year
VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of Variable Account
Value)
Mortality and Expense Risk Charges..... 1.25%
Account Fees and Expenses(2)........... .15%
---
Total Variable Account
Annual Expenses...................... 1.40%
</TABLE>
<TABLE>
<CAPTION>
MONEY AGGRESSIVE
GROWTH MARKET BOND MANAGED GROWTH INTERNATIONAL
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------------- -------- ------------- ------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
MARKET STREET FUND ANNUAL EXPENSES
(as a percentage of average net
assets)
Management Fees
(Investment Advisory Fees)........... 0.33% 0.25% 0.35% 0.40% 0.47% 0.75%
Other Expenses......................... 0.17% 0.19% 0.21% 0.20% 0.21% 0.30%
------ -------- ------ ------- ----- -----
Total Fund Annual Expenses............. 0.50% 0.44% 0.56% 0.60% 0.68% 1.05%
</TABLE>
<TABLE>
<CAPTION>
HIGH EQUITY
INCOME INCOME GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO
--------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
VARIABLE INSURANCE PRODUCTS FUND
ANNUAL EXPENSES(4)
(as a percentage of average net
assets)
Management Fees
(Investment Advisory Fees)........... 0.60% 0.51% 0.60%
Other Expenses
(after reimbursements)(3)............ 0.11% 0.05% 0.07%
------ -------- ------
Total Fund Annual Expenses
(after reimbursement)(3)............. 0.71% 0.56% 0.67%
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
ASSET INDEX
MANAGER 500 CONTRAFUND
PORTFOLIO PORTFOLIO PORTFOLIO
--------------- -------- -------------
<S> <C> <C> <C>
VARIABLE INSURANCE PRODUCTS FUND II
ANNUAL EXPENSES(4)
(as a percentage of average net
assets)
Management Fees
(Investment Advisory Fees)........... 0.64% 0.28% 0.61%
Other Expenses
(after reimbursement)(3)............. 0.09% 0.00% 0.10%
------ -------- ------
Total Fund Annual Expenses
(after reimbursement)(3)............. 0.73% 0.28% 0.71%
</TABLE>
<TABLE>
<CAPTION>
GROWTH &
BOND INCOME INTERNATIONAL
PORTFOLIO PORTFOLIO PORTFOLIO
--------------- -------- -------------
<S> <C> <C> <C>
SCUDDER VARIABLE LIFE INVESTMENT FUND
ANNUAL EXPENSES(4)
(as a percentage of average net
assets)
Management Fees
(Investment Advisory Fees)........... 0.47% 0.48% 0.87%
Other Expenses......................... 0.14% 0.18% 0.18%
------ -------- ------
Total Fund Annual Expenses............. 0.61% 0.66% 1.05%
</TABLE>
<TABLE>
<CAPTION>
SMALL
EQUITY CAP MANAGED
PORTFOLIO PORTFOLIO PORTFOLIO
--------------- -------- -------------
<S> <C> <C> <C>
OCC ACCUMULATION TRUST
ANNUAL EXPENSES(4)
(as a percentage of average net
assets
Management Fees
(after fee waiver)(3A)............... 0.63% 0.69% 0.74%
Other Expenses
(after reimbursement)(3A)............ 0.30% 0.24% 0.10%
------ -------- ------
Total Fund Annual Expenses
(after reimbursement)(3A)............ 9.3% 9.3% 0.84%
</TABLE>
<TABLE>
<CAPTION>
ZERO COUPON GROWTH SOCIALLY
2000 INCOME RESPONSIBLE
PORTFOLIO PORTFOLIO PORTFOLIO
--------------- -------- -------------
<S> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
ANNUAL EXPENSES(4)
(as a percentage of average net
assets)
Management Fees
(Investment Advisory Fees)........... 0.45% 0.75% 0.72%
Other Expenses......................... 0.21% 0.08% 0.24%
------ -------- ------
Total Fund Annual Expenses............. 0.66% 0.83% 0.96%
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
FUND FOR
U.S. GOVN'T UTILITY
SECURITIES II FUND II
PORTFOLIO PORTFOLIO
--------------- --------
<S> <C> <C> <C> <C> <C> <C>
FEDERATED INSURANCE SERIES
ANNUAL EXPENSES(4)
(as a percentage of average net
assets)
Management Fees
(Investment Advisory Fees)........... 0.45% 0.75%
Other Expenses......................... 0.21% 0.08%
------ --------
Total Fund Annual Expenses............. 0.66% 0.83%
</TABLE>
Premium taxes may be applicable, depending on various states' laws.
The above tables are intended to assist the Owner in understanding the
costs and expenses that will be borne by the Contract Owner, directly or
indirectly. The tables reflect expenses of the Variable Account as well as for
the Funds for the 1996 calendar year. For a more complete description of the
various costs and expenses, see "Charges and Deductions," Page 24.
- ---------------
(1) A surrender charge is deducted only if a withdrawal or surrender occurs
during the first six Contract Years; no surrender charge is deducted for a
withdrawal or surrender in Contract Years seven and later. For the first
Contract Year, the maximum charge is 6% of the amount withdrawn or
surrendered. Thereafter, the surrender charge decreases by 1% each
subsequent Contract Year until it is zero in Contract Year seven. The
maximum total surrender charge will not exceed 8 1/2% of the total gross
premiums paid under the Contract. Subject to certain restrictions, after
the first Contract Year up to 10% of the Contract Account Value as of the
beginning of a Contract Year may be surrendered or withdrawn without charge
in such Contract Year. (See "Surrender Charge," Page 24.)
(2) Asset-based administration charge.
(3) For certain portfolios, certain expenses were reimbursed during 1996. It is
anticipated that expense reimbursement and fee waiver arrangements will
continue past the current year. Absent the expense reimbursement, the 1996
Other Expenses and Total Annual Expenses would have been 0.07%, 0.58%
respectively, for the Fidelity Equity Income Portfolio, 0.09%, 0.69%,
respectively, for the Fidelity Growth Portfolio, 0.17%, 0.93%,
respectively, for the Fidelity Overseas Portfolio, 0.10%, 0.74%,
respectively, for the Fidelity Asset Manager Portfolio, 0.16%, 0.44%,
respectively, for the Fidelity Index 500 Portfolio and 0.13%, 0.74%,
respectively, for the Fidelity Contrafund Portfolio. Similar expense
reimbursement and fee waiver arrangements were also in place for the other
Portfolios and it is anticipated that such arrangements will continue past
the current year. However, no expenses were reimbursed or fees waived
during 1996 for these Portfolios because the level of actual expenses and
fees never exceeded the thresholds at which the reimbursement and waiver
arrangements would have become operative.
(3A) Effective May 1, 1996, the expenses of the Portfolios of the OCC
Accumulation Trust are contractually limited by OpCap Advisors so that
their respective annualized operating expenses of these Portfolios do not
exceed 1.25% of their respective average daily net assets. Furthermore,
through April 30, 1997, the annualized operating expenses of the OCC
Accumulation Trust Equity, Managed, and Small Cap Portfolios have been
voluntarily limited by OpCap Advisors so that annualized operating expenses
of these Portfolios do not exceed 1.00% of their respective average daily
net assets. Without such voluntary expense limitations, the Management
Fees, Other Expenses and the Total Portfolio Annual Expenses incurred for
the fiscal year ended December 31, 1996 would have been: 0.74%, 0.31% and
1.05%, respectively, for the Equity Portfolio; 0.75%, 0.26% and 1.01%,
respectively, for the Managed Portfolio; and 0.75%, 0.10% and 0.85%,
respectively, for the Small Cap Portfolio.
(4) The fee and expense information regarding the Funds was provided by those
Funds. The Variable Insurance Products Fund, the Variable Insurance
Products Fund II, the Scudder Variable Life Investment Fund, the OCC
Accumulation Trust, the Dreyfus Variable Investment Fund and the Federated
Insurance Series are not affiliated with Provident Mutual. While Provident
Mutual has no
4
<PAGE> 8
reason to doubt the accuracy of these figures provided by these
non-affiliated Funds, Provident Mutual does not represent that they are
true and complete, and disclaims all responsibility for these figures.
EXAMPLES
An Owner would pay the following expenses on a $1,000 investment, assuming
a 5% annual return on assets:
1. If the Contract is surrendered at the end of the applicable time period:
<TABLE>
<CAPTION>
10
SUBACCOUNT 1 YEAR 3 YEARS 5 YEARS YEARS
---------------------------------------------- ------ ------- ------- -------
<S> <C> <C> <C> <C>
MS Growth..................................... $69.35 $100.20 $131.67 $260.01
MS Money Market............................... 68.75 98.36 128.53 253.63
MS Bond....................................... 69.94 102.03 134.80 266.35
MS Managed.................................... 70.34 103.26 136.88 270.55
MS Aggressive Growth.......................... 71.14 105.70 141.04 278.92
MS International.............................. 74.82 116.95 160.07 316.72
Fidelity High Income.......................... 71.44 106.62 142.59 282.03
Fidelity Equity Income........................ 69.94 102.03 134.80 266.35
Fidelity Growth............................... 71.06 105.46 140.62 278.08
Fidelity Asset Man............................ 71.64 107.23 143.63 284.11
Fidelity Index 500............................ 67.15 93.44 120.12 236.42
Fidelity Contrafund........................... 71.44 106.62 142.59 282.03
Scudder Bond.................................. 70.44 103.56 137.40 271.60
Scudder Growth & Inc.......................... 70.94 105.09 140.00 276.83
Scudder International......................... 74.82 116.95 160.07 316.72
OCC Equity.................................... 73.63 113.31 153.93 304.61
OCC Small Cap................................. 73.63 113.31 153.93 304.61
OCC Managed................................... 72.73 110.58 149.30 295.44
Dreyfus Zero Coup. 2000....................... 70.94 105.09 140.00 276.83
Dreyfus Growth & Inc.......................... 72.63 110.27 148.79 294.41
Dreyfus Socially Resp......................... 73.93 114.22 155.47 307.65
Federated Fund for U.S. Govn't Securities
II.......................................... 70.94 105.09 140.00 276.83
Federated Utility Fund II..................... 72.63 110.27 148.79 294.41
</TABLE>
5
<PAGE> 9
2. If the Contract is not surrendered or is annuitized at the end of the
applicable time period:
<TABLE>
<CAPTION>
10
SUBACCOUNT 1 YEAR 3 YEARS 5 YEARS YEARS
---------------------------------------------- ------ ------- ------- -------
<S> <C> <C> <C> <C>
MS Growth..................................... $23.00 $ 70.86 $121.36 $260.01
MS Money Market............................... 22.37 68.97 118.18 253.63
MS Bond....................................... 23.62 72.76 124.52 266.35
MS Managed.................................... 24.04 74.02 126.62 270.55
MS Aggressive Growth.......................... 24.88 76.54 130.82 278.92
MS International.............................. 28.76 88.13 150.05 316.72
Fidelity High Income.......................... 25.20 77.48 132.39 282.03
Fidelity Equity Income........................ 23.62 72.76 124.52 266.35
Fidelity Growth............................... 24.80 76.29 130.40 278.08
Fidelity Asset Man............................ 25.41 78.11 133.44 284.11
Fidelity Index 500............................ 20.69 63.90 109.69 236.42
Fidelity Contrafund........................... 25.20 77.48 132.39 282.03
Scudder Bond.................................. 24.15 74.33 127.15 271.60
Scudder Growth & Inc.......................... 24.67 75.91 129.77 276.83
Scudder International......................... 28.76 88.13 150.05 316.72
OCC Equity.................................... 27.50 84.38 143.84 304.61
OCC Small Cap................................. 27.50 84.38 143.84 304.61
OCC Managed................................... 26.56 81.56 139.17 295.44
Drey. Zero Coup. 2000......................... 24.67 75.91 129.77 276.83
Dreyfus Growth & Inc.......................... 26.45 81.25 138.65 294.41
Dreyfus Socially Resp......................... 27.82 85.32 145.40 307.65
Federated Fund for U.S. Govn't Securities
II.......................................... 24.67 75.91 129.77 276.83
Federated Utility Fund II..................... 26.45 81.25 138.65 294.41
</TABLE>
The Examples provided above assume that no transfer charges or premium
taxes have been assessed. The Examples also assume that the Annual
Administration Fee is $30 and that the Contract Account Value per contract is
$10,000, which translates the Administration Fee into an assumed .30% charged
for purposes of the Examples based on a $1,000 investment.
THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. THE ASSUMED
5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE GREATER OR LESSER THAN THE
ASSUMED AMOUNT.
6
<PAGE> 10
SUMMARY
THE CONTRACT
Issuance of a Contract. The Contract is an individual flexible premium
deferred variable annuity issued by Provident Mutual. Contracts may be sold in
connection with retirement plans which may or may not qualify for special
Federal tax treatment under the Internal Revenue Code. In order to purchase a
Contract, application must be made to Provident Mutual through a licensed
Provident Mutual representative, who is also a registered representative of 1717
Capital Management Company ("1717") or a broker/dealer having a selling
agreement with 1717 or a broker/dealer having a selling agreement with such
broker/dealer. The minimum initial premium must be paid to Provident Mutual.
Annuity payments are deferred until the Maturity Date. (See "Issuance of a
Contract," Page 16.)
Free-Look Period. The Owner has the right to return the Contract within 10
days (or longer if required by New York law) after such Owner receives the
Contract. The returned Contract will be treated as if it were never issued.
Provident Mutual will return to the Owner an amount equal to the greater of the
premiums paid or the Contract Account Value plus charges deducted, except the
Mortality and Expense Risk Charge, Asset-Based Administration Charge and the
Funds' advisory fees and operating expenses. (See "Free-Look Period," Page 17.)
Premiums. The minimum amount which Provident Mutual will normally accept
as an initial premium is $2,000. Subsequent premiums of not less than $100 each
for Non-Qualified Contracts and $50 each for Qualified Contracts may be paid
under the Contract. A Planned Periodic Premium schedule may also be selected.
(See "Premiums," Page 17.)
Allocation of Premiums. Premiums under a Contract will be allocated, as
designated by the Owner, to one or more of the Subaccounts of the Variable
Account, or to the Guaranteed Account, or to both. The portion of the initial
premium which is to be allocated to the Variable Account will be allocated to
the Money Market Subaccount for a 15-day period. At the end of that period, the
amount in the Money Market Subaccount will be allocated to the chosen
Subaccounts. The assets of each Subaccount will be invested solely in a
corresponding Portfolio of a designated Fund. The Contract Account Value, except
for amounts in the Guaranteed Account, will vary according to the investment
performance of the Portfolios of the Fund in which the chosen Subaccounts are
invested. Interest will be credited to amounts in the Guaranteed Account at a
guaranteed minimum rate of 3% per year, or a higher current interest rate
declared by Provident Mutual. (See "Allocation of Premiums," Page 17.)
Transfers. On or before the Maturity Date, the Owner may request a
transfer of all or part of the amount in a Subaccount or the Guaranteed Account
to another Subaccount or the Guaranteed Account subject to certain restrictions.
The total amount transferred each time must be at least $500 or the entire
amount in the Subaccount, if less. Only one transfer out of the Guaranteed
Account is allowed each Contract Year and must be made within 30 days of the
Contract Anniversary and is limited in amount. After twelve transfers during a
Contract Year, a Transfer Processing Fee of $25 will be assessed for each
additional transfer during such Contract Year. (See "Transfer Privilege," Page
18.)
Withdrawals. At any time before the earlier of the death of the Annuitant
or the Maturity Date, the Owner may withdraw part of the Cash Surrender Value
(Contract Account Value less any applicable Surrender Charge and any applicable
Premium Tax Charge), subject to certain limitations. (See "Withdrawals and
Surrender," Page 20.)
Surrender. Upon Written Notice received at the Administrative Office on or
before the earlier of the death of the Annuitant or the Maturity Date, the Owner
may surrender the full Contract value and receive its Cash Surrender Value
(Contract Account Value less any applicable Surrender Charge and any applicable
Premium Tax Charge). (See "Surrender," Page 20.)
7
<PAGE> 11
Death Benefit. If the Annuitant dies before the Maturity Date, the
Beneficiary will receive a death benefit. During the first six Contract years,
the death benefit will be equal to the greater of: the premiums paid less any
withdrawn amounts (including applicable Surrender Charges and Premium Tax
Charges) or the Contract Account Value on the date of receipt of due proof of
the Annuitant's death. After the end of the sixth Contract Year, the death
benefit will be equal to the greatest of:
1. the Contract Account Value as of the end of the sixth Contract Year less
subsequent amounts withdrawn including applicable Premium Tax Charges;
or
2. the Contract Account Value on the date of receipt of due proof of the
Annuitant's death; or
3. the premiums paid less any withdrawn amounts (including applicable
Surrender Charges and Premium Tax Charges).
If the Owner dies before the Maturity Date, the Contract Account Value (or if
the owner is also the Annuitant, the death benefit) must generally be
distributed to the Beneficiary within five years after the date of the Owner's
death. (See "Death Benefit Before Maturity Date," Page 21.)
CHARGES AND DEDUCTIONS
The following charges and deductions are made in connection with the
Contract:
Surrender Charge (Contingent Deferred Sales Charge). No charge for sales
expenses is deducted from premiums at the time premiums are paid. However, if a
Contract has not been in force for six full Contract Years, upon surrender or
for certain withdrawals a surrender charge is deducted from the amount of the
surrender or withdrawal.
For the first Contract Year, the charge is 6% of the amount withdrawn or
surrendered. Thereafter, the Surrender Charge decreases by 1% each subsequent
Contract Year. In no event will the total Surrender Charge on any one Contract
exceed 8 1/2% of the total gross premiums paid under the Contract. (See
"Surrender Charge," Page 24.)
Subject to certain restrictions, after the first Contract Year up to 10% of
the Contract Account Value as of the beginning of a Contract Year may be
surrendered or withdrawn during such Contract Year free of the Surrender Charge.
(See "Amounts Not Subject to Surrender Charge," Page 25.)
Annual Administration Fee. On each Contract Anniversary prior to and
including the Maturity Date, and on the Maturity Date if it is not a Contract
Anniversary, Provident Mutual deducts an Annual Administration Fee of $30 from
the Contract Account Value. The charge is also deducted upon surrender if the
surrender occurs on other than the Contract Anniversary. (See "Annual
Administration Fee," Page 26.)
Transfer Processing Fee. The first twelve transfers of amounts in the
Subaccounts and the Guaranteed Account each Contract Year are free. A $25
transfer charge will be assessed for each additional transfer during such
Contract Year. (See "Transfer Processing Fee," Page 26.)
Mortality and Expense Risk Charge. Provident Mutual deducts a daily
mortality and expense risk charge to compensate it for assuming certain
mortality and expense risks. On or prior to the Maturity Date, the charge is
deducted from the assets of the Variable Account at an annual rate of 1.25%
(approximately 0.70% for mortality risk and 0.55% for expense risks). (See
"Mortality and Expense Risk Charge," Page 26.)
Asset-Based Administration Charge. Provident Mutual deducts a daily
administration charge to compensate it for certain expenses it incurs in
administration of the Contract. On or prior to the Maturity Date, the charge is
deducted from the assets of the Variable Account at an annual rate of 0.15%.
(See "Asset-Based Administration Charge," Page 26).
Premium Taxes. If state premium taxes are applicable to a Contract, they
will be deducted from the Contract Account Value upon a withdrawal from or
surrender of the Contract, upon application of the Contract Account Value to a
Payment Option, or upon the payment of death benefit proceeds. (See "Premium
Taxes," Page 26.)
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<PAGE> 12
Investment Advisory Fees and Other Expenses of the Funds. Because the
Variable Account purchases shares of the Funds, the net assets of each
Subaccount of the Variable Account will reflect the investment advisory fee
incurred by the corresponding Portfolio of the Funds. For each Portfolio, an
investment advisor is paid a daily fee by the Funds for its investment advisory
services. The advisory fees are based on the average daily net assets of the
Portfolio, and, as a result, the amount of the advisory fee will depend upon the
Portfolio and the assets of such Portfolio. Each Portfolio of the Fund in which
the Variable Account invests is also responsible for its own expenses.
Presently, certain fees and expenses of the Funds are waived and reimbursed.
(See "Other Charges Including Investment Advisory Fees of the Funds," Page 26
and the Funds' Prospectuses.)
ANNUITY PROVISIONS
Maturity Date. On the Maturity Date, the Contract Account Value (less any
applicable Premium Tax Charge) will be applied under a Payment Option, unless
the Owner chooses to receive the Cash Surrender Value in a lump sum.
Payment Options. Payments under these options do not depend upon the
Variable Account's performance. The Payment Options are: Life Annuity; Life
Annuity with 10 Years Guaranteed; and Alternate Income Option. (See "Payment
Options," Page 27.)
FEDERAL TAX STATUS
Generally, a distribution (including a surrender, withdrawal or death
benefit payment) may result in adverse Federal income tax consequences. In
certain circumstances, a 10% penalty tax may apply. For a further discussion of
the Federal income status of Variable Annuity Contracts, see "Federal Tax
Status," Page 29.
CONDENSED FINANCIAL INFORMATION
The following condensed financial information is derived from the financial
statements of the Variable Account. The data should be read in conjunction with
the financial statements, related notes and other financial information included
in the Statement of Additional Information. See "Financial Statements," Page 35,
concerning financial statements contained in the Statement of Additional
Information.
The table below sets forth certain information regarding the Subaccounts as
of December 31, 1996.
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<PAGE> 13
<TABLE>
<CAPTION>
UNIT VALUE NUMBER OF UNITS UNIT VALUE NUMBER OF UNITS UNIT VALUE NUMBER OF UNITS
AS OF OUTSTANDING AS OF AS OF OUTSTANDING AS OF AS OF OUTSTANDING AS OF
SUBACCOUNT 12/31/96 12/31/96 12/31/95 12/31/95 12/31/94 12/31/94
- ------------------------ ---------- ----------------- ---------- ----------------- ---------- -----------------
<S> <C> <C> <C> <C> <C> <C>
MS Growth............... 775.34 2,631.88 657.63 1,246.84 511.45 298.94
MS Money Market......... 554.47 5,296.64 534.58 3,510.81 513.30 453.09
MS Bond................. 553.59 730.75 545.35 366.16 459.55 134.18
MS Managed.............. 653.55 1,070.67 592.07 272.65 482.84 67.77
MS Aggressive Growth.... 697.07 507.30 584.65 376.84 522.44 98.84
MS International........ 651.04 2,617.73 595.43 1,329.83 528.22 190.49
Fidelity High Income.... 679.15 2,498.16 604.03 1,393.43 507.88 23.35
Fidelity Equity
Income................ 801.08 6,996.28 710.92 2,625.21 533.64 308.68
Fidelity Growth......... 743.89 5,412.35 657.74 2,143.41 492.73 173.34
Fidelity Asset Man...... 641.70 1,277.53 567.88 566.68 492.38 174.09
Fidelity Index 500...... 831.78 2,825.25 686.84 875.69 -- --
Fidelity Contrafund..... 718.85 997.07 -- -- 507.68 13.31
OCC Equity.............. 858.13 2,175.67 705.50 995.33 468.40 17.66
OCC Small Cap........... 670.35 2,106.40 572.66 733.25 515.26 66.91
OCC Managed............. 877.27 4,119.48 724.69 1,152.25 503.97 152.34
Scudder Bond............ 553.18 756.19 545.82 175.27 504.88 108.98
Scudder Growth & Inc.... 709.94 705.75 -- -- -- --
Scudder International... 596.09 313.71 -- -- -- --
Dreyfus Zero Coup.
2000 ................. 550.29 553.93 544.02 202.47 467.73 0.00
Dreyfus Growth & Inc.... 772.15 895.01 -- -- -- --
Dreyfus Socially
Resp.................. 725.61 137.32 -- -- -- --
Federated Fund for U.S.
Govn't Securities
II.................... 544.01 88.34 -- -- -- --
Federated Utility Fund
II.................... 632.04 116.78 -- -- -- --
</TABLE>
THE COMPANY, VARIABLE ACCOUNT AND FUNDS
PROVIDENT MUTUAL LIFE INSURANCE COMPANY
The Contracts are issued by Provident Mutual Life Insurance Company
("Provident Mutual"). Provident Mutual was chartered by the Commonwealth of
Pennsylvania in 1865 and is currently licensed to transact life insurance
business in all states and the District of Columbia. At the end of 1996,
Provident Mutual had total assets of approximately $7.1 billion.
Provident Mutual is subject to regulation by the Insurance Department of
the Commonwealth of Pennsylvania as well as by the insurance departments of all
other states and jurisdictions in which it does business. Provident Mutual
submits annual statements on its operations and finances to insurance officials
in such states and jurisdictions. The forms for the Contact described in this
Prospectus are filed with and (where required) approved by insurance officials
in each state and jurisdiction in which Contracts are sold.
THE PROVIDENT MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT
The Provident Mutual Variable Annuity Separate Account is a separate
investment account of Provident Mutual, established by the Board of Directors of
Provident Mutual on October 19, 1992, under Pennsylvania law. Provident Mutual
has caused the Variable Account to be registered with the Securities and
Exchange Commission ("SEC") as a unit investment trust under the Investment
Company Act of 1940 ("1940 Act"). Such registration does not involve supervision
by the SEC of the management or investment policies or practices of the Variable
Account.
The assets of the Variable Account are owned by Provident Mutual. However,
these assets are held separate from other assets and are not part of Provident
Mutual's General Account. The portion of the assets of the Variable Account
equal to the reserves or other contract liabilities of the Variable Account will
not be charged with liabilities that arise from any other business Provident
Mutual conducts. Provident Mutual may
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<PAGE> 14
transfer to its General Account any assets of the Variable Account which exceed
the reserves and the Contract liabilities of the Variable Account (which will
always be at least equal to the aggregate Contract value allocated to the
Variable Account under the Contracts).
The income, gains or losses, whether or not realized, from the assets of
each Subaccount of the Variable Account are credited to or charged against that
Subaccount without regard to any other income, gains or losses. Provident Mutual
may accumulate in the Variable Account the charge for expenses, mortality gains
and losses and investment results applicable to those assets that are in excess
of the net assets supporting the Contracts.
The Variable Account currently has twenty-three Subaccounts: Growth; Money
Market; Bond; Managed; Aggressive Growth; International; Fidelity High Income;
Fidelity Equity-Income; Fidelity Growth; Fidelity Asset Manager; Fidelity Index
500; Scudder Bond; Scudder Growth and Income; Scudder International; OCC Equity;
OCC Value Small Cap; OCC Managed; Dreyfus Growth and Income; Dreyfus Socially
Responsible; Dreyfus Zero Coupon 2000; Federated Fund for U.S. Government
Securities II; and Federated Utility Fund II. The assets of each Subaccount are
invested exclusively in shares of a corresponding Portfolio of a designated
Fund.
THE FUNDS
The Variable Account currently invests in portfolios of seven series-type
mutual funds; Market Street Fund, Inc.; Variable Insurance Products Fund;
Variable Insurance Products Fund II; Scudder Variable Life Investment Fund; OCC
Accumulation Trust; Dreyfus Variable Investment Fund; and Federated Insurance
Series (collectively, the "Funds"). Each of these Funds are registered with the
SEC under the 1940 Act as an open-end diversified investment company. The SEC
does not, however, supervise the management or the investment practices and
policies of the Funds.
The assets of each Fund portfolio are separate from other portfolios of
that Fund and each portfolio has separate investment objectives and policies. As
a result, each portfolio operates as a separate investment portfolio and the
investment performance of one portfolio has no effect on the investment
performance of any other portfolio. Some of the Funds may, in the future, create
additional portfolios. The investment experience of each of the Subaccounts of
the Variable Account depends on the investment performance of its corresponding
portfolio.
Each of the Funds sells its shares to the Variable Account in accordance
with the terms of a participation agreement between the Fund and Provident
Mutual. The termination provisions of those agreements vary. A summary of these
termination provisions may be found in the Statement of Additional Information.
Should an agreement between Provident Mutual and a Fund terminate, the Variable
Account will not be able to purchase additional shares of that Fund. In that
event, Owners will no longer be able to allocate Account Values or premium
payments to Subaccounts investing in portfolios of that Fund.
Additionally, in certain circumstances, it is possible that a Fund or a
portfolio of a Fund may refuse to sell its shares to the Variable Account
despite the fact that the participation agreement between the Fund and Provident
Mutual has not been terminated. Should a Fund or a portfolio of a Fund decide
not to sell its shares to Provident Mutual, Provident Mutual will not be able to
honor requests of Owners to allocate their Account Values or premium payments to
Subaccounts investing in shares of that Fund or portfolio.
Certain Subaccounts invest in portfolios that have similar investment
objectives and/or policies; therefore before choosing Subaccounts, carefully
read the individual prospectuses for the Funds along with this prospectus.
THE MARKET STREET FUND, INC.
The Growth, Money Market, Bond, Managed, Aggressive Growth and
International Subaccounts invest in shares of The Market Street Fund, Inc. The
Fund currently issues six "series" or classes of shares, each of which
represents an interest in a separate Portfolio within the Fund: the Growth
Portfolio, the Money Market
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<PAGE> 15
Portfolio, the Bond Portfolio, the Managed Portfolio, the Aggressive Growth
Portfolio and the International Portfolio. Shares of each Portfolio currently
are purchased and redeemed by the corresponding Subaccount.
The investment objectives of the Portfolios are set forth below.
The Growth Portfolio. This Portfolio seeks intermediate and long-term
growth of capital by investing in common stocks of companies believed to offer
above-average growth potential over both the intermediate and the long-term.
Current income is a secondary consideration.
The Money Market Portfolio. The Money Market Portfolio seeks to provide
maximum current income consistent with capital preservation and liquidity by
investing in high-quality money market instruments.
The Bond Portfolio. The Bond Portfolio seeks to generate a high level of
current income consistent with prudent investment risk by investing in a
diversified portfolio of marketable debt securities.
The Managed Portfolio. The Managed Portfolio seeks to realize as high a
level of long-term rate of return as is consistent with prudent investment risk
by investing in stocks, bonds, money market instruments or a combination
thereof.
The Aggressive Growth Portfolio. The Aggressive Growth Portfolio seeks to
achieve a high level of long-term capital appreciation by investing in
securities of a diverse group of smaller emerging companies.
The International Portfolio. The International Portfolio seeks long-term
growth of capital principally through investments in a diversified portfolio of
marketable equity securities of established non-United States companies.
The Growth, Money Market, Bond, Managed, and Aggressive Growth Portfolios
are advised by Sentinel Advisors Company; and the International Portfolio is
advised by Providentmutual Investment Management Company ("PIMC"). PIMC employs
The Boston Company Asset Management, Inc. to provide investment advisory
services in connection with the International Portfolio. Each of these advisers
is registered with the SEC as an investment adviser under the Investment
Advisers Act of 1940.
VARIABLE INSURANCE PRODUCTS AND VARIABLE INSURANCE PRODUCTS FUND II
The Fidelity High Income Subaccount, the Fidelity Equity-Income Subaccount
and the Fidelity Growth Subaccount invest in shares of their corresponding
portfolios of the Variable Insurance Products Fund ("VIP Fund"); the Fidelity
Asset Manager Subaccount, Fidelity Contrafund Subaccount and the Fidelity Index
500 Subaccount invest in shares of their corresponding portfolios of the
Variable Insurance Products Fund II ("VIP Fund II"). The VIP Fund and the VIP
Fund II each offer insurance companies a selection of investment vehicles for
variable annuity contracts and variable life insurance policies. The VIP Fund
issues six "series" or classes of shares, each of which represents an interest
in a separate portfolio within the VIP Fund. Three of these series are available
for investment under the Contracts: High Income Portfolio; Equity-Income
Portfolio; and Growth Portfolio. The VIP Fund II issues four "series", three of
which are available for investment under the Contracts: Asset Manager Portfolio,
Contrafund Portfolio and Index 500 Portfolio.
The investment objectives of the pertinent Portfolios of the Funds are set
forth below.
High Income Portfolio. This Portfolio seeks to obtain a high level of
current income by investing primarily in high-yielding, lower-rated,
fixed-income securities, while also considering growth of capital.
Equity-Income Portfolio. This Portfolio seeks reasonable income by
investing primarily in income-producing equity securities. In choosing these
securities, the Portfolio considers the potential for capital appreciation. The
Portfolio's goal is to achieve a yield which exceeds the composite yield of the
securities comprising the Standard and Poor's 500 Composite Stock Price Index.
Growth Portfolio. This Portfolio seeks to achieve capital appreciation.
The Portfolio normally purchases common stock, although its investments are not
restricted to any one type of security. Capital appreciation may also be found
in other types of securities, including bonds and preferred stocks.
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<PAGE> 16
Asset Manager Portfolio. This Portfolio seeks to obtain high total return
with reduced risk over the long-term by allocating its assets among stocks,
bonds and short-term fixed-income instruments.
Contrafund Portfolio. This Portfolio seeks to achieve capital
appreciation. It invests primarily in equity securities of companies that are
undervalued or out-of-favor.
Index 500 Portfolio. This Portfolio seeks to provide investment results
that correspond to the total return (i.e., the combination of capital changes
and income) of common stocks publicly traded in the United States. In seeking
this objective, the Portfolio attempts to duplicate the composition and total
return of the Standard and Poor's 500 Composite Stock Price Index while keeping
transaction costs and other expenses low. The Portfolio is designed as a
long-term investment option.
The Portfolios of the VIP Fund and VIP Fund II are managed by Fidelity
Management & Research Company ("FMR"). On behalf of the Asset Manager Portfolio,
FMR has entered into sub-advisory agreements with Fidelity Management & Research
(U.K.) Inc. ("FMR (U.K.)") and Fidelity Management & Research (Far East) Inc.
("FMR Far East"), pursuant to which these entities provide research and
investment recommendations with respect to companies based outside the United
States. FMR (U.K.) primarily focuses on companies based in Europe while FMR Far
East focuses primarily on companies based in Asia and the Pacific Basin.
Each Portfolio utilizes Fidelity Investments Institutional Operations
Company ("FIIOC"), an affiliate of FMR, to maintain the master accounts of the
participating insurance companies. Under the transfer agent agreement with
FIIOC, each Portfolio pays fees based on the type, size, and number of accounts
in each Portfolio and the number of transactions made by shareholders of each
Portfolio.
Each Portfolio also has an agreement with Fidelity Service Co. ("Service"),
an affiliate of FMR under which each Portfolio pays Service to calculate its
daily share prices and to maintain the portfolio and general accounting records
of each Portfolio and to administer each Portfolio's securities lending program.
THE SCUDDER VARIABLE LIFE INVESTMENT FUND
The Scudder Bond Subaccount, the Scudder Growth and Income Subaccount and
the Scudder International Subaccount will invest in shares of their
corresponding portfolios of the Scudder Variable Life Investment Fund ("Scudder
Fund"). The Scudder Fund is designed to provide an investment vehicle for
variable annuity contracts and variable life insurance policies. Therefore,
shares of the Scudder Fund are sold only to insurance company separate accounts
including the Provident Mutual Variable Annuity Separate Account.
The Scudder Fund currently consists of six Portfolios. Only the Bond
Portfolio, Growth and Income Portfolio and International Portfolios are
available under the variable annuity Contracts offered by Provident Mutual.
Their investment objectives are as follows:
Bond Portfolio. This Portfolio pursues a policy of investing for a high
level of income consistent with a high quality portfolio of securities. It
primarily invests in U.S. Government, corporate, and other notes and bonds.
Growth and Income Portfolio. This Portfolio seeks long-term growth of
capital, current income and growth of income. It primarily invests in common
stocks, preferred stocks and securities convertible into common stocks.
International Portfolio. This Portfolio seeks long-term growth of capital
primarily through diversified holdings of marketable foreign equity investments.
The Portfolio invests in companies wherever organized, which do business
primarily outside the United States.
Scudder, Stevens & Clark, Inc., an investment adviser registered with the
SEC under the Investment Advisers Act of 1940, as amended, manages daily
investments and business affairs of the Scudder Fund, subject to policies
established by the Trustees of the Scudder Fund.
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<PAGE> 17
OCC ACCUMULATION TRUST
The OCC Equity Subaccount, the OCC Small Cap Subaccount and the OCC Managed
Subaccount will invest only in shares of their corresponding portfolios of the
OCC Accumulation Trust ("OCC Trust"). Shares of the OCC Trust are sold only to
separate accounts of life insurance companies established to fund variable
annuity contracts.
The OCC Trust currently has five Portfolios, three of which are available
for investment under the Contracts. The investment objectives of the Portfolios
available with the variable annuity Contracts issued by Provident Mutual are
described below.
Equity Portfolio. Long term capital appreciation through investment in a
diversified portfolio of primarily equity securities selected on the basis of a
value-oriented approach to investing.
Small Cap Portfolio. Capital appreciation through investment in a
diversified portfolio of primarily equity securities of companies which market
capitalizations of under $1 billion.
Managed Portfolio. Growth of capital over time through investment in a
portfolio consisting of common stocks, bonds, and cash equivalents, the
percentages of which will vary over time based on the investment manager's
assessments of relative investment values.
The OCC Trust receives investment advice with respect to each of its
Portfolios from OpCap Advisors, a subsidiary of Oppenheimer Capital which is a
subsidiary of Oppenheimer Financial Corp and which is registered as an
investment adviser under the Investment Advisers Act of 1940.
DREYFUS VARIABLE INVESTMENT FUND
The Dreyfus Growth and Income Subaccounts, the Dreyfus Socially Responsible
Subaccount and the Dreyfus Zero Coupon 2000 Subaccount invest in shares of their
corresponding portfolios of the Dreyfus Variable Investment Fund ("Dreyfus
Fund"). The Dreyfus Fund is intended to be a funding vehicle for variable
annuity contracts and variable life insurance policies offered by the separate
accounts of various life insurance companies.
The Dreyfus Fund currently consists of six Portfolios. Only the Zero Coupon
2000 Portfolio is available with the variable annuity Contract offered by
Provident Mutual. Its investment objective is as follows:
Growth and Income Portfolio. This Portfolio seeks long-term capital
growth, current income and growth of income, consistent with reasonable
investment risk. The Portfolio invests in equity and debt securities and money
market instruments of domestic and foreign issuers.
Socially Responsible Portfolio. This Portfolio seeks to provide capital
growth through equity investments in companies that, in the opinion of the
Portfolio's management, not only meet traditional investment standards but which
also show evidence that they conduct their business in a manner that contributes
to the quality of life in America.
Zero Coupon 2000 Portfolio. The Zero Coupon 2000 Portfolio's goal is to
provide as high an investment return as is consistent with the preservation of
capital. This Portfolio invests primarily in debt obligations of the U.S.
Treasury that have been stripped of their unmatured interest coupons, interest
coupons that have been stripped from debt obligations issued by the U.S.
Treasury, receipts and certificates for such stripped debt obligations, and
stripped coupons and zero coupon securities issued by domestic corporations.
This Portfolio will consist primarily of portfolio securities which will mature
on or about December 31, 2000.
The Dreyfus Corporation ("Dreyfus") serves as investment adviser to the
Dreyfus Fund. Dreyfus supervises and assists in the overall management of the
Dreyfus Fund's affairs under an Investment Advisory Agreement with the Dreyfus
Fund, subject to the overall authority of the Board of Directors of the Dreyfus
Fund.
14
<PAGE> 18
FEDERATED INSURANCE SERIES
The Federated Fund for U.S. Government Securities II Subaccount and the
Federated Utility Fund II Subaccount invest in shares of their corresponding
portfolios of the Federated Insurance Series. The Federated Insurance Series is
intended to be a funding vehicle for variable annuity contracts and variable
life insurance policies offered by the separate accounts of various life
insurance companies.
The Federated Insurance Series currently consists of two Portfolios. Only
the Fund for U.S. Government Securities II Portfolio and Utility Fund II
Portfolio are available with the Variable Annuity Contract offered by
Providentmutual. Their investment objectives are as follows:
Fund for U.S. Government Securities II Portfolio. This Portfolio seeks to
provide current income. It invests primarily in securities which are guaranteed
as to payment of principal and interest by the U.S. Government, its agencies or
instrumentalities.
Utility Fund II Portfolio. This Portfolio seeks to achieve high current
income and moderate capital appreciation. It invests primarily in equity and
debt securities of utility companies.
THERE IS NO ASSURANCE THAT THE STATED OBJECTIVES AND POLICIES OF ANY OF THE
FUNDS WILL BE ACHIEVED.
More detailed information concerning the investment objectives, policies
and restrictions pertaining to the Funds and the expenses, investment advisory
services and charges and the risks attendant to investing in the Portfolios and
other aspects of their operations can be found in the current Prospectus for
each Fund which accompanies this prospectus and the current Statement of
Additional Information for each Fund. The Fund prospectuses should be read
carefully before any decision is made concerning the allocation of premium
payments or transfers among the Subaccounts.
You should note that not all of the Portfolios described in the
Prospectuses for the VIP Fund, VIP Fund II, Scudder Fund, OCC Trust, Dreyfus
Fund and Federated Insurance Series are available with the Contract. Moreover,
Provident Mutual cannot guarantee that each Fund will always be available for
its variable annuity contracts, but in the unlikely event that a Fund is not
available, Provident Mutual will do everything reasonably practicable to secure
the availability of a comparable fund. Shares of each Portfolio are purchased
and redeemed at net asset value, without a sales charge.
RESOLVING MATERIAL CONFLICTS
Certain Funds available with the Contract may sell Shares to retirement
plans qualifying under Section 401 of the Code (including cash or deferred
arrangements under Section 401(k) of the Code) ("Retirement Plans"). As a
result, there is a possibility that a material conflict may arise between the
interests of Owners of Contracts, generally, or certain classes of Owners, and
such Retirement Plans or participants in such Retirements Plans.
In addition, the Market Street Fund presently serves as an investment
medium for variable life policies and variable annuity contracts issued by
Provident Mutual and Providentmutual Life and Annuity Company of America
(PLACA), a wholly-owned subsidiary of Provident Mutual. At some later date that
Fund may serve as an investment medium for other variable life policies and
variable annuity contracts issued by Provident Mutual or PLACA and may be made
available as an investment medium for variable contracts issued by other
insurance companies, including affiliated and unaffiliated companies of
Provident Mutual.
The VIP Fund and VIP Fund II are also used as investment vehicles for
variable life insurance policies and variable annuity contracts issued by
Provident Mutual and PLACA. The Scudder Fund, OCC Trust, Dreyfus Fund and
Federated Insurance Series are used as investment vehicles for variable annuity
contracts issued by Provident Mutual and PLACA. In addition, the Funds, other
than Market Street Fund, are available to registered separate accounts of
insurance companies, other than Provident Mutual or its affiliates, offering
variable annuity contracts and variable life insurance policies.
15
<PAGE> 19
Provident Mutual currently does not foresee any disadvantages to Owners
resulting from the Funds selling shares to fund products other than Provident
Mutual contracts or to Retirement Plans. However, there is a possibility that a
material conflict may arise between Owners whose policy values are allocated to
the Variable Account and the owners of variable life insurance policies and
variable annuity contracts issued by such other companies whose values are
allocated to one or more other separate accounts investing in any one of the
Funds. In the event of a material conflict, Provident Mutual will take any
necessary steps, including removing the Variable Account from that Fund, to
resolve the matter. The Board of Directors of each Fund will monitor events in
order to identify any material conflicts that possibly may arise and determine
what action, if any, should be taken in response to those events or conflicts.
If a material irreconcilable conflict does arise between or among separate
accounts, a separate account may be required to withdraw from participation in a
Fund. See each individual Fund prospectus for more information.
A full description of the Portfolios of the Funds, their investment
objectives and policies, their risks, expenses and all other aspects of their
operations is contained in the attached Prospectuses for the Funds, which should
be read carefully together with this Prospectus before investing.
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
Provident Mutual reserves the right, subject to applicable law, to make
additions to, deletions from, or substitutions for the shares that are held in
the Variable Account or that the Variable Account may purchase. If the shares of
a Portfolio of the Fund are no longer available for investment or if in
Provident Mutual's judgment further investment in any Portfolio should become
inappropriate in view of the purposes of the Variable Account, Provident Mutual
may redeem the shares, if any, of that Portfolio and substitute shares of
another registered open-end management company. Provident Mutual will not
substitute any shares attributable to a Contract's interest in a Subaccount of
the Variable Account without notice and prior approval of the SEC and state
insurance authorities, to the extent required by the 1940 Act or other
applicable law.
Provident Mutual also reserves the right to establish additional
Subaccounts of the Variable Account, each of which would invest in shares
corresponding to a new Portfolio of the Fund or in shares of another investment
company having a specified investment objective. Subject to applicable law and
any required SEC approval, Provident Mutual may, in its sole discretion,
establish new Subaccounts or eliminate one or more Subaccounts if marketing
needs, tax considerations or investment conditions warrant. Any new Subaccounts
may be made available to existing Contract Owners on a basis to be determined by
Provident Mutual.
If any of these substitutions or changes are made, Provident Mutual may by
appropriate endorsement change the Contract to reflect the substitution or
change. If Provident Mutual deems it to be in the best interest of Contract
Owners and Annuitants, and subject to any approvals that may be required under
applicable law, the Variable Account may be operated as a management company
under the 1940 Act, it may be deregistered under that Act if registration is no
longer required, or it may be combined with other Provident Mutual separate
accounts.
DESCRIPTION OF ANNUITY CONTRACT
ISSUANCE OF A CONTRACT
In order to purchase a Contract, application must be made to Provident
Mutual through a licensed representative of Provident Mutual, who is also a
registered representative of 1717 Capital Management Company ("1717") or a
broker-dealer having a selling agreement with 1717 or a broker/dealer having a
selling agreement with such broker/dealer. Contracts may be sold to or in
connection with retirement plans which do not qualify for special tax treatment
(Non-Qualified Plans) as well as retirement plans that qualify for special tax
treatment under the Internal Revenue Code (Qualified Plans).
16
<PAGE> 20
PREMIUMS
The minimum initial premium which Provident Mutual will normally accept is
$2,000. Subsequent premium payments may be paid under the Contract at any time
during the Annuitant's lifetime and before the Maturity Date and must be for at
least $100 each for Non-Qualified Contracts and $50 each for Qualified
Contracts.
At the time of application, a Planned Periodic Premium schedule may be
selected based on a periodic billing mode of annual, semi-annual, or quarterly
payment. The Owner will receive a premium reminder notice at the specified
interval. The Owner may change the Planned Periodic Premium frequency and
amount. Also, under the Automatic Payment Plan, the Owner can select a monthly
payment schedule pursuant to which premium payments will be automatically
deducted from a bank account or other source rather than being "billed."
FREE-LOOK PERIOD
The Contract provides for an initial "free-look" period. The Owner has the
right to return the Contract within 10 days (or longer if required by New York
law) after such Owner receives the Contract. When Provident Mutual receives the
returned Contract at its Administrative Office, it will be canceled and
Provident Mutual will refund to the Owner an amount equal to the greater of: (a)
the premiums paid under the Contract; and (b) the sum of (i) the Contract
Account Value as of the earlier of the date the returned Contract is received by
Provident Mutual at its Administrative Office or by the Provident Mutual
representative through whom the Contract was purchased; plus (ii) the amount of
any charges deducted from the Variable Account except the Mortality and Expense
Risk Charge, Asset-Based Administration Charge and the Funds' advisory fees and
operating expenses.
ALLOCATION OF PREMIUMS
If the application for a Contract is properly completed and is accompanied
by all the information necessary to process it, including payment of the initial
premium, the initial premium will be allocated between the Money Market
Subaccount and the Guaranteed Account within two business days of receipt of
such premium by Provident Mutual at its Administrative Office. If the
application is not properly completed, Provident Mutual will retain the premium
for up to five business days while it attempts to complete the application. If
the application is not complete at the end of the 5-day period, Provident Mutual
will inform the applicant of the reason for the delay and the initial premium
will be returned immediately, unless the applicant specifically consents to
Provident Mutual retaining the premium until the application is complete. Once
the application is complete, the initial premium will be allocated within two
business days.
At the time of application, the Owner selects how the initial premium is to
be allocated among the Subaccounts and the Guaranteed Account. The portion of
the initial premium which is to be allocated to the Subaccounts of the Variable
Account will be allocated to the Money Market Subaccount for a 15-day period.
After the expiration of such 15-day period, the amount in the Money Market
Subaccount will be allocated to the chosen Subaccounts based on the proportion
that the allocation percentage for such Subaccount bears to the sum of the
Subaccount allocation percentages. Any subsequent premiums will be allocated at
the end of the Valuation Period in which the subsequent premium is received by
Provident Mutual in the same manner, unless the allocation percentages are
changed. Premiums will be allocated in accordance with the allocation schedule
in effect at the time the premium payment is received.
The values of the Subaccounts of the Variable Account will vary with the
investment experience of the Subaccounts, and the Owner bears the entire
investment risk. Owners should periodically review their allocation schedule for
premiums in light of market conditions and the Owner's overall financial
objectives.
VARIABLE ACCOUNT VALUE
The Variable Account Value will reflect the investment experience of the
chosen Subaccounts of the Variable Account, any premiums paid, any withdrawals,
any surrenders, any transfers, and any charges
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<PAGE> 21
assessed in connection with the Contract. There is no guaranteed minimum
Variable Account Value, and, because a Contract's Variable Account Value on any
future date depends upon a number of variables, it cannot be predetermined.
Calculation of Variable Account Value. The Variable Account Value is
determined on each Valuation Date. The value will be the aggregate of the values
attributable to the Contract in each of the Subaccounts, determined for each
Subaccount by multiplying the Subaccount's Unit Value on the relevant Valuation
Date by the number of Subaccount units allocated to the Contract.
Determination of Number of Units. Any amounts allocated to the Subaccounts
will be converted into units of the Subaccount. The number of units to be
credited to the Contract is determined by dividing the dollar amount being
allocated to the Subaccount by the Unit Value for that Subaccount at the end of
the Valuation Period during which the amount was allocated. The number of units
in any Subaccount will be increased at the end of the Valuation Period by any
premiums allocated to the Subaccount during the current Valuation Period and by
any transfers to the Subaccount from another Subaccount or from the Guaranteed
Account during the current Valuation Period. The number of units in any
Subaccount will be decreased at the end of the Valuation Period by any amounts
transferred from the Subaccount to another Subaccount or the Guaranteed Account
during the current Valuation Period and any Surrender Charge and any Premium Tax
Charge deducted upon a withdrawal or surrender and the Annual Administration Fee
assessed in connection with the Contract during the current Valuation Period.
Determination of Unit Value. The Unit Value for each Subaccount's first
Valuation Period is set at $50. The Unit Value for a Subaccount is calculated
for each subsequent Valuation Period by multiplying the Unit Value at the end of
the immediately preceding Valuation Period by the Net Investment Factor for the
Valuation Period for which the value is being determined.
Net Investment Factor. The Net Investment Factor is an index that measures
the investment performance of a Subaccount from one Valuation Period to the
next. Each Subaccount has its own Net Investment Factor, which may be greater or
less than one. The Net Investment Factor for each Subaccount for a Valuation
Period equals 1 plus the fraction obtained by dividing (a) by (b) where:
(a) is the net result of:
1. the investment income, dividends, and capital gains, realized or
unrealized, credited during the current Valuation Period; plus
2. any amount credited or released from reserves for taxes attributable
to the operation of the Subaccount; minus
3. the capital losses, realized or unrealized, charged during the
current Valuation Period; minus
4. any amount charged for taxes or any amount set aside during the
Valuation Period as a reserve for taxes attributable to the operation
or maintenance of the Subaccount; minus
5. the amount charged for mortality and expense risk for that Valuation
Period; minus
6. the amount charged for administration for that Valuation Period; and
(b) is the value of the assets in the Subaccount at the end of the
preceding Valuation Period, adjusted for allocations and transfers to
and withdrawals and transfers from the Subaccount occurring during that
preceding Valuation Period.
TRANSFER PRIVILEGE
Before the Maturity Date, an Owner may transfer all or a part of an amount
in the Subaccount(s) to another Subaccount(s) or to the Guaranteed Account, or
transfer a part of an amount in the Guaranteed Account to the Subaccount(s),
subject to these general restrictions and the additional restrictions below. The
minimum transfer amount must be the lesser of $500 or the entire amount in that
Subaccount or the Guaranteed Account. A transfer request that would reduce the
amount in a Subaccount or the Guaranteed
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<PAGE> 22
Account below $500 will be treated as a transfer request for the entire amount
in that Subaccount or the Guaranteed Account.
The transfer will be made on the day Written Notice requesting such
transfer is received by Provident Mutual. There is no limit on the number of
transfers which can be made between Subaccounts or to the Guaranteed Account.
However, only one transfer may be made from the Guaranteed Account each Contract
Year (See "Transfers from Guaranteed Account," Page 24). The first twelve
transfers during each Contract Year are free. Any unused free transfers do not
carry over to the next Contract Year. A $25 Transfer Processing Fee will be
assessed for the thirteenth and subsequent transfers during a Contract Year. For
the purpose of assessing the fee, each written request is considered to be one
transfer, regardless of the number of Subaccounts or the Guaranteed Account
affected by the transfer. The processing fee will be deducted from the amount
being transferred.
Telephone Transfers. Transfers will be made based upon instructions given
by telephone, provided the appropriate election has been made at the time of
application or proper authorization is provided to Provident Mutual. Provident
Mutual reserves the right to suspend telephone transfer privileges at any time,
for any class of Contracts, for any reason. Telephone transfers are not
permitted for Contracts sold to residents of New York State.
Provident Mutual will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine and if it follows such
procedures it will not be liable for any losses due to unauthorized or
fraudulent instructions. Provident Mutual, however, may be liable for such
losses if it does not follow those reasonable procedures. The procedures
Provident Mutual will follow for telephone transfers include requiring some form
of personal identification prior to acting on instructions received by
telephone, providing written confirmation of the transaction and making a
tape-recording of the instructions given by telephone.
Automatic Asset Rebalancing. Automatic Asset Rebalancing is a feature
which, if elected, authorizes periodic transfers of Variable Account Values
among the Subaccounts in order to achieve a particular percentage allocation of
Variable Account Values among such Subaccounts. Such percentage allocations must
be in whole numbers and must allocate amounts only among the Subaccounts. No
amounts will be transferred to the Guaranteed Account as a part of Automatic
Asset Rebalancing. The percentage allocation of your Contract Account Value for
rebalancing will be based on your premium allocation instructions in effect at
the time of rebalancing. Any allocation instructions that you give us that
differ from your then current allocation instructions will be treated as a
request to change such allocation instructions.
Once elected Automatic Asset Rebalancing begins on the first quarterly or
annual anniversary following election. You may change or terminate Automatic
Asset Rebalancing by written instruction to Provident Mutual, or by telephone if
you have previously authorized us to take telephone instructions. Automatic
Asset Rebalancing transfers do not count as one of the 12 free transfers
available during any Contract Year. Provident Mutual reserves the right to
suspend Automatic Asset Rebalancing at any time for any class of contracts for
any reason upon written notice to you.
Dollar Cost Averaging. Dollar Cost Averaging is a program which, if
elected, enables the Owner of a Contract to systematically and automatically
transfer, on a monthly basis, specified dollar amounts from a designated
Subaccount to the Contract's other Subaccounts. By allocating on a regularly
scheduled basis, as opposed to allocating the total amount at one particular
time, an Owner may be less susceptible to the impact of market fluctuations.
Provident Mutual, however, makes no guarantee that Dollar Cost Averaging will
result in a profit or protect against loss.
Dollar Cost Averaging may be elected for a period from 6 to 36 months. To
qualify for Dollar Cost Averaging, the following minimum amount must be
allocated to the designated Subaccount: 6 months -- $3,000; 12 months -- $6,000;
24 months -- $12,000; 36 months -- $18,000. At least $500 must be transferred
from the designated Subaccount each month. The amount required to be allocated
to the designated Subaccount can be made by an initial or subsequent investment
or by transferring amounts into the designated Subaccount from the other
Subaccounts or from the Guaranteed Account (which may be subject to certain
restrictions). (See "Transfers from Guaranteed Account," Page 24.)
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<PAGE> 23
Election into this program may occur at the time of application by
completing the authorization on the application or at any time after the
Contract is issued by properly completing the election form and returning it to
the Company by the beginning of the month and ensuring that the required minimum
amount is in the designated Subaccount. Dollar Cost Averaging transfers may not
commence until the later of (a) 30 days after the Contract Date and (b) five
days after the end of the free-look period.
Once elected, transfers from the designated Subaccount will be processed
monthly until the number of designated transfers have been completed, or the
value of the designated Subaccount is completely depleted, or the Owner
instructs Provident Mutual in writing to cancel the monthly transfers.
Transfers made under the Dollar Cost Averaging program will not count
toward the twelve transfers permitted each Contract Year without imposing the
Transfer Charge. Provident Mutual reserves the right to discontinue offering
automatic transfers upon 30 days' written notice to the Owner.
WITHDRAWALS AND SURRENDER
Withdrawals. At any time before the earlier of the death of the Annuitant
or the Maturity Date, an Owner may withdraw part of the Cash Surrender Value.
The minimum amount which may be withdrawn is $500; the maximum amount is that
which would leave a Cash Surrender Value of less than $2,000. A withdrawal
request which would reduce the amount in a Subaccount or in the Guaranteed
Account below $500 will be treated as a request for a full withdrawal of the
amount in that Subaccount or the Guaranteed Account. Provident Mutual will
withdraw the amount requested from the Contract Account Value on the day Written
Notice for the withdrawal is received at its Administrative Office. Any
applicable Surrender Charge and Premium Tax Charge will be deducted from the
amount withdrawn. (See "Surrender Charge," Page 24).
The Owner may specify the amount to be withdrawn from certain Subaccounts
or the Guaranteed Account for the withdrawal. If the Owner does not so specify
or the amount in the designated Subaccounts or Guaranteed Account is inadequate
to comply with the request, the withdrawal will be made from each Subaccount and
the Guaranteed Account based on the proportion that the value in such account
bears to the Contract Account Value immediately prior to the withdrawal.
A withdrawal may have adverse Federal income tax consequences. (See
"Taxation of Annuities," Page 31.)
Systematic Withdrawals. The Systematic Withdrawal Plan enables the Owner
of a Contract to pre-authorize a periodic exercise of the withdrawal right
described in the Contract. The Owner may elect the plan at the time of
application by completing the authorization on the application form and making a
minimum initial premium payment of $15,000 or by properly completing the
election form after a Contract is issued if it has a Contract Account Value of
$15,000. Certain Federal income tax consequences may apply to systematic
withdrawals from the Contract and the Owner should, therefore, consult with his
or her tax advisor before requesting any systematic withdrawals.
Contract Owners entering into the plan instruct Provident Mutual to
withdraw a level dollar amount from the Contract on a monthly or quarterly
basis. Distributions will begin on the monthly or quarterly anniversary
following the receipt of the request. The minimum distribution requested must be
for at least $100 monthly or at least $300 quarterly. The maximum amount which
can be withdrawn under the plan each year is 10% of the Contract Account Value
as of the beginning of the Contract Year in which the plan is elected or 10% of
the initial premium paid if elected at the time of application. Provident Mutual
will notify the Owner if the total amount to be withdrawn in a subsequent
Contract Year will exceed 10% of the Contract Account Value as of the beginning
of such Contract Year. Unless the Owner instructs Provident Mutual to reduce the
withdrawal amount for that year so that it does not exceed the 10% limit,
Provident Mutual will continue to process withdrawals for the designated amount.
Once the amount of the withdrawals exceeds the 10% limit, Provident Mutual will
deduct the applicable Surrender Charge from the remaining payments made during
that Contract Year (See "Surrender Charge," Page 24).
Provident Mutual will pay the Owner the amount requested each month or
quarter and cancel units equal to the amount withdrawn from the Subaccounts and
the Guaranteed Account based on the proportion that the
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<PAGE> 24
value in such Subaccount or Guaranteed Account bears to the Contract Account
Value immediately prior to the withdrawal. In the event that the amount to be
withdrawn exceeds the Subaccount's Value, Provident Mutual will process the
withdrawal for the amount available and will contact the Owner for further
instructions.
Each payment under the systematic withdrawal plan of less than 10% of the
Contract Account Value as of the beginning of such Contract Year is not subject
to a Surrender Charge. However, notwithstanding the rules ordinarily governing
the imposition of a Surrender Charge (see "Surrender Charge," Page 24), any
other withdrawal in a year when the Systematic Withdrawal Plan has been utilized
will be subject to the Surrender Charge. If an additional withdrawal is made
from a Contract participating in the plan, systematic withdrawals will
automatically terminate and may only be reinstated on or after the beginning of
the next Contract Year pursuant to a new request.
Systematic withdrawals may be discontinued by the Owner at any time upon
written request to Provident Mutual. Provident Mutual reserves the right to
discontinue offering systematic withdrawals upon 30 days' written notice to
Owners.
Surrender. At any time before the earlier of the death of the Annuitant or
the Maturity Date, the Owner may request a surrender of the Contract for its
Cash Surrender Value (Contract Account Value less any applicable Surrender
Charge and any applicable Premium Tax Charge). The proceeds paid to the Contract
Owner will equal the amount of the surrender less the Surrender Charge, any
applicable Premium Tax Charge, and any withholding taxes. (See "Surrender
Charge," Page 24.) The Cash Surrender Value will be determined on the date
Written Notice of Surrender and the Contract are received at Provident Mutual's
Administrative Office. The Cash Surrender Value will be paid in a lump sum
unless the Owner requests payment under a Payment Option. A surrender may have
adverse Federal income tax consequences. (See "Taxation of Annuities," Page 31.)
Restrictions on Distributions from Certain Contracts. There are certain
restrictions on surrenders of and withdrawals from Contracts used as funding
vehicles for Internal Revenue Code Section 403(b) retirement plans. Section
403(b)(11) of the Internal Revenue Code of 1986, as amended, restricts the
distribution under Section 403(b) annuity contracts of: (i) elective
contributions made in years beginning after December 31, 1988; (ii) earnings on
those contributions; and (iii) earnings in such years on amounts held as of the
last year beginning before January 1, 1989. Distributions of those amounts may
only occur upon the death of the employee, attainment of age 59 1/2, separation
from service, disability, or financial hardship. In addition, income
attributable to elective contributions may not be distributed in the case of
hardship.
Contract Termination. Provident Mutual may end this Contract and pay the
Cash Surrender Value to the Owner if, before the Maturity Date, all of these
events simultaneously exist:
1. no premiums have been paid for at least two years;
2. the Contract Account Value is less than $2,000; and
3. the total premiums paid, less any partial withdrawals, is less than
$2,000.
Provident Mutual will mail the Owner a notice of its intention to end the
Contract at least six months in advance. The Contract will automatically
terminate on the date specified in the notice, unless Provident Mutual receives
an additional premium payment before the termination date specified in the
notice. This additional premium payment must be for at least the required
minimum amount.
DEATH BENEFIT BEFORE MATURITY DATE
Death of Annuitant. If the Annuitant dies before the Maturity Date,
Provident Mutual will pay the death benefit under the Contract to the
Beneficiary. During the first six Contract Years, the death benefit is equal to
the greater of: the premiums paid, less any withdrawals (including applicable
Surrender Charges and Premium Tax Charges); or the Contract Account Value less
any Premium Tax Charges on the date Provident
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Mutual receives due proof of Annuitant's death. After the end of the sixth
Contract Year, the death benefit is equal to the greatest of:
1. the Contract Account Value as of the end of the sixth Contract Year
less subsequent amounts withdrawn and any Premium Tax Charges; or
2. the Contract Account Value less any Premium Tax Charges on the date
Provident Mutual receives due proof of the Annuitant's death; or
3. the premiums paid, less any withdrawals (including applicable
Surrender Charges and Premium Tax Charges).
There is no death benefit payable if the Annuitant dies after the Maturity Date.
The proceeds will be paid to the Beneficiary in a lump sum unless the Owner or
Beneficiary elects a Payment Option. If the Annuitant is the Owner, the proceeds
must be distributed in accordance with the rules set forth below in "Death of
Owner" for the death of an Owner before the Maturity Date.
Death of Owner. If an Owner dies before the Maturity Date, Federal tax law
requires (for a Non-Qualified Contract) that the Contract Account Value (less
any Premium Tax Charges) (or if the Owner is the Annuitant, the proceeds payable
upon the Annuitant's death) be distributed to the Beneficiary within five years
after the date of the Owner's death. If an Owner dies on or after the Maturity
Date, any remaining payments must be distributed at least as rapidly as under
the Payment Option in effect on the date of such Owner's death.
These distribution requirements will be considered satisfied as to any
portion of the proceeds payable to or for the benefit of a designated
Beneficiary, and which is distributed over the life (or a period not exceeding
the life expectancy) of that Beneficiary, provided that such distributions begin
within one year of the Owner's death. However, if the Owner's spouse is the
designated Beneficiary, the Contract may be continued with such surviving spouse
as the new Owner. If the Contract has joint owners, the surviving joint owner
will be the designated Beneficiary. Joint owners must be husband and wife as of
the Contract Date.
If the Owner is not an individual, the Annuitant, as determined in
accordance with Section 72(s) of the Internal Revenue Code, will be treated as
Owner for purposes of these distribution requirements, and any changes in the
Annuitant will be treated as the death of the Owner.
Other rules may apply to a Qualified Contract.
PROCEEDS ON MATURITY DATE
The Maturity Date is selected by the Owner subject to Provident Mutual's
approval and state law.
On the Maturity Date, the proceeds will be applied under the Life Annuity
with Ten Year Certain Payment Option, unless the Owner chooses to have the
proceeds paid under another Payment Option or in a lump sum. If a Payment Option
is elected, the amount which will be applied is the Contract Account Value; if a
lump sum payment is chosen, the amount paid will be the Cash Surrender Value on
the Maturity Date.
The Maturity Date may be changed subject to these limitations: the Owner's
Written Notice must be received at the Administrative Office at least 30 days
before the current Maturity Date; the requested Maturity Date must be a date
that is at least 30 days after receipt of the Written Notice; and the requested
Maturity Date must be not later than the first day of the month after the
Annuitant's 90th birthday, or any earlier date required by law.
PAYMENTS
Any withdrawal, Cash Surrender Value, or death benefit will usually be paid
within seven days of receipt of written request or receipt and filing of due
proof of death. However, payments may be postponed if:
1. the New York Stock Exchange is closed, other than customary weekend
and holiday closings, or trading on the exchange is restricted as
determined by the SEC; or
2. the SEC permits by an order the postponement for the protection of
policyowners; or
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3. the SEC determines that an emergency exists that would make the
disposal of securities held in the Variable Account or the
determination of the value of the Variable Account's net assets not
reasonably practicable.
If a recent check or draft has been submitted, Provident Mutual has the
right to defer payment until such check or draft has been honored.
Provident Mutual has the right to defer payment of any withdrawal, cash
surrender, or transfer from the Guaranteed Account for up to six months from the
date of receipt of Written Notice for a withdrawal, surrender, or transfer. If
payment is not made within 30 days after receipt of documentation necessary to
complete the transaction, or such shorter period required by a particular
jurisdiction, interest will be added to the amount paid from the date of receipt
of documentation at 3% or such higher rate required for a particular state.
MODIFICATION
Upon notice to the Owner, Provident Mutual may modify the Contract, but
only if such modification:
1. is necessary to make the Contract or the Variable Account comply with
any law or regulation issued by a governmental agency to which
Provident Mutual is subject; or
2. is necessary to assure continued qualification of the Contract under
the Internal Revenue Code or other Federal or state laws relating to
retirement annuities or variable annuity contracts; or
3. is necessary to reflect a change in the operation of the Variable
Account; or
4. provides additional Variable Account and/or fixed accumulation
options.
In the event of any such modifications, Provident Mutual will make
appropriate endorsement to the Contract.
REPORTS TO CONTRACT OWNERS
At least quarterly, Provident Mutual will mail to each Contract Owner, at
such Owner's last known address of record, a report containing the Contract
Account Value and Cash Surrender Value of the Contract and any further
information required by any applicable law or regulation. The information will
be as of a date not more than two months prior to the date of the mailing.
CONTRACT INQUIRIES
Inquiries regarding a Contract may be made by writing to Provident Mutual
at its Administrative Office, 300 Continental Drive, Newark, Delaware 19713.
THE GUARANTEED ACCOUNT
An Owner may allocate some or all of the premiums and transfer some or all
of the Contract Account Value to the Guaranteed Account, which is part of
Provident Mutual's General Account and pays interest at declared rates
guaranteed for each calendar year (subject to a minimum guaranteed interest rate
of 3%). The principal, after deductions, is also guaranteed. Provident Mutual's
General Account supports its insurance and annuity obligations. The Guaranteed
Account has not, and is not required to be, registered with the SEC under the
Securities Act of 1933, and neither the Guaranteed Account nor Provident
Mutual's General Account has been registered as an investment company under the
Investment Company Act of 1940. Therefore, neither Provident Mutual's General
Account, the Guaranteed Account, nor any interests therein are generally subject
to regulation under the 1933 Act or the 1940 Act. The disclosures relating to
these accounts which are included in this Prospectus are for your information
and have not been reviewed by the SEC. However, such disclosures may be subject
to certain generally applicable provisions of Federal securities laws relating
to the accuracy and completeness of statements made in prospectuses.
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The portion of the Contract Account Value allocated to the Guaranteed
Account will be credited with rates of interest, as described below. Since the
Guaranteed Account is part of Provident Mutual's General Account, Provident
Mutual assumes the risk of investment gain or loss on this amount. All assets in
the General Account are subject to Provident Mutual's general liabilities from
business operations.
MINIMUM GUARANTEED AND CURRENT INTEREST RATES
The Guaranteed Account Value is guaranteed to accumulate at a minimum
effective annual interest rate of 3%. Provident Mutual intends to credit the
Guaranteed Account Value with current rates in excess of the minimum guarantee
but is not obligated to do so. These current interest rates are influenced by,
but do not necessarily correspond to, prevailing general market interest rates.
Since Provident Mutual, in its sole discretion, anticipates changing the current
interest rate from time to time, different allocations to and from the
Guaranteed Account Value will be credited with different current interest rates.
The interest rate to be credited to each amount allocated or transferred to the
Guaranteed Account will apply to the end of the calendar year in which such
amount is received or transferred. At the end of the calendar year, Provident
Mutual will determine a new current interest rate on such amount and accrued
interest thereof (which may be a different current interest rate from the
current interest rate on new allocations to the Guaranteed Account on that
date). The rate declared on such amount and accrued interest thereon at the end
of each calendar year will be guaranteed for the following calendar year. Any
interest credited on the amounts in the Guaranteed Account in excess of the
minimum guaranteed rate of 3% per year will be determined in the sole discretion
of Provident Mutual. The Owner assumes the risk that interest credited may not
exceed the guaranteed minimum rate.
Amounts deducted from the Guaranteed Account for the administration fee,
withdrawals, transfers to the Subaccounts, or other charges are currently, for
the purpose of crediting interest, accounted for on a last-in, first-out
("LIFO") method.
Provident Mutual reserves the right to change the method of crediting
interest from time to time, provided that such changes do not have the effect of
reducing the guaranteed rate of interest below 3% per annum or shorten the
period for which the interest rate applies to less than a calendar year (except
for the year in which such amount is received or transferred).
Calculation of Guaranteed Account Value. The Guaranteed Account Value at
any time is equal to amounts allocated and transferred to it plus interest
credited to it, minus amounts deducted, transferred, or withdrawn from it.
TRANSFERS FROM GUARANTEED ACCOUNT
Within 30 days prior to or following any Contract Anniversary, one transfer
is allowed from the Guaranteed Account to any or all of the Subaccounts. The
amount transferred from the Guaranteed Account may not exceed 25% of the
Guaranteed Account Value on the date of transfer, unless the balance after the
transfer is less than $500 in which case the entire amount will be transferred.
If the Written Notice of such transfer is received prior to the Contract
Anniversary, the transfer will be made as of the Contract Anniversary; if the
Written Notice is received after the Contract Anniversary, the transfer will be
made as of the date Provident Mutual receives the Written Notice at its
Administrative Office.
PAYMENT DEFERRAL
Provident Mutual has the right to defer payment of any withdrawal, cash
surrender, or transfer from the Guaranteed Account for up to six months from the
date of receipt of the Written Notice for withdrawal, surrender, or transfer.
CHARGES AND DEDUCTIONS
SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)
General. No charge for sales expense is deducted from premiums at the time
premiums are paid. However, within certain time limits described below, a
Surrender Charge (contingent deferred sales charge) is deducted from the
Contract Account Value if a withdrawal is made or a Contract is surrendered
before annuity payments begin. In the event surrender charges are not sufficient
to cover sales expenses, the loss will
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be borne by Provident Mutual; conversely, if the amount of such charges proves
more than enough, the excess will be retained by Provident Mutual. Provident
Mutual does not currently believe that the surrender charges imposed will cover
the expected costs of distributing the Contracts. Any shortfall will be made up
from Provident Mutual's general assets.
Charges for Withdrawals or Surrender. If a withdrawal is made or a
Contract is surrendered, the applicable Surrender Charge will be as follows:
<TABLE>
<CAPTION>
CONTRACT YEAR IN WHICH CHARGES AS PERCENTAGE OF
WITHDRAWAL OR AMOUNT
SURRENDER OCCURS WITHDRAWN OR SURRENDERED
- ----------------------- -------------------------
<S> <C>
1 6%
2 5
3 4
4 3
5 2
6 1
7 and after 0
</TABLE>
No Surrender Charge is deducted if the withdrawal or surrender occurs after
six full Contract Years. In addition, no Surrender Charge is deducted on the
Maturity Date if the Contract proceeds are applied under a Payment Option.
In no event will the total Surrender Charges assessed under a Contract
exceed 8 1/2% of the total gross premiums paid under that contract.
If the Contract is being surrendered, the applicable Surrender Charge and
Premium Tax Charge will be deducted from the Contract Account Value in
determining the Cash Surrender Value. For a partial withdrawal, any applicable
Surrender Charge and Premium Tax Charge will be deducted from the amount
withdrawn, unless the Contract Owner requests in advance that the Surrender
Charge and Premium Tax Charge be deducted from the remaining Contract Account
Value. In this case, the amount that will be withdrawn from the Contract Account
Value will equal the amount of the withdrawal request plus any Surrender Charge
and Premium Tax Charge. If the requested amount is withdrawn from the Guaranteed
Account and one or more of the Subaccounts, or is withdrawn from more than one
Subaccount, then the Surrender Charge and Premium Tax Charge will be deducted
form each Subaccount and/or from the Guaranteed Account based on the percentage
of the withdrawal amount deducted from each Subaccount and/or from the
Guaranteed Account. However, where such a withdrawal request would reduce the
amount in a Subaccount or the Guaranteed Account below $500 and is therefore
treated as a withdrawal of the entire amount of Contract Account Value in the
Subaccount or the Guaranteed Account, then the Surrender charge and Premium Tax
Charge that otherwise would be allocated to that account will be deducted from
the amount withdrawn.
Amounts Not Subject to Surrender Charge. Subject to certain restrictions,
up to 10% of the Contract Account Value as of the beginning of a Contract Year
may be withdrawn or surrendered in that Contract Year without a Surrender
Charge. Specifically, after the first Contract Year, the otherwise applicable
Surrender Charge will not be applied to the first and second withdrawals during
a Contract Year to the extent that the amount withdrawn is not in excess of 10%
of the Contract Account Value as of the beginning of such Contract Year. During
the first Contract Year, the full amount of all withdrawals (and any surrender)
will be subject to the Surrender Charge.
After the first Contract Year, any amounts withdrawn in excess of 10% or
subsequent to the second withdrawal in a Contract Year will be assessed a
Surrender Charge. This right is not cumulative from Contract Year to Contract
Year. If the Contract is surrendered and there have been no prior withdrawals
during such Contract Year, no Surrender Charge will apply to the amount of the
surrender up to 10% of the Contract Account Value as of the beginning of that
Contract Year. If a surrender is made during a Contract Year in which there has
not been more than one withdrawal made, the Contract Owner may surrender free of
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<PAGE> 29
charge an amount equal to 10% of the Contract Account Value as of the beginning
of the Contract Year less the total amount previously withdrawn during such
Contract Year without imposition of the Surrender Charge. In the event that a
surrender is made in excess of the amount which may be surrendered free of
charge, only the excess amount will be subject to the Surrender Charge.
ADMINISTRATIVE CHARGES
Annual Administration Fee. On each Contract Anniversary prior to and
including the Maturity Date, and upon surrender of the Contract or on the
Maturity Date (if other than on a Contract Anniversary), Provident Mutual
deducts from the Contract Account Value an Annual Administration Fee of $30 to
reimburse it for administrative expenses relating to the Contract. The charge
will be deducted from each Subaccount and the Guaranteed Account based on the
proportion that the value in each such account bears to the total Contract
Account Value. No Annual Administrative Fee is payable during the annuity
period.
Asset-Based Administration Charge. To compensate Provident Mutual for
costs associated with administration of the Contracts, prior to the Maturity
Date Provident Mutual deducts a daily asset-based administration charge from the
assets of the Variable Account equal to an annual rate of 0.15%.
TRANSFER PROCESSING FEE
The first twelve transfers during each Contract Year are free. A $25
Transfer Processing Fee will be assessed for each additional transfer during
such Contract Year. For the purpose of assessing the fee, each Written Notice of
transfer is considered to be one transfer, regardless of the number of
Subaccounts or accounts affected by the transfer. The processing fee will be
deducted from the amount being transferred.
MORTALITY AND EXPENSE RISK CHARGE
To compensate Provident Mutual for assuming mortality and expense risks,
prior to the Maturity Date Provident Mutual deducts a daily Mortality and
Expense Risk Charge from the assets of the Variable Account. Provident Mutual
will impose a charge in an amount that is equal to an annual rate of 1.25%
(daily rate of .00342466%) (approximately 0.70% for mortality risk and 0.55% for
expense risk).
The mortality risk Provident Mutual assumes is that Annuitants may live for
a longer period of time than estimated when the guarantees in the contract were
established. Because of these guarantees, each Payee is assured that longevity
will not have an adverse effect on the annuity payments received. The mortality
risk Provident Mutual assumes also includes a guarantee to pay a death benefit
if the Annuitant dies before the Maturity Date. The expense risk Provident
Mutual assumes is the risk that the surrender charges, administration fees, and
transfer fees may be insufficient to cover actual future expenses.
OTHER CHARGES INCLUDING INVESTMENT ADVISORY FEES OF THE FUNDS
Because the Variable Account purchases shares of the Funds, the net assets
of each Subaccount of the Variable Account will reflect the investment advisory
fees and operating expenses incurred by the Funds. For each Portfolio, an
investment advisor is paid a daily fee by the Funds for its investment advisory
services. Each advisory fee is a percentage of a Portfolio's average daily net
assets, and thus the actual fee paid depends on the Portfolio and the assets of
such Portfolio. Each Portfolio of the Funds is also responsible for its
operating expenses. At the present time, certain expenses are being reimbursed
and advisory fees waived. The expense reimbursement and fee waiver agreements
are expected to continue past the current year. However, these agreements are
subject to termination and, if any of the agreements are terminated, Fund
expenses will increase. See the accompanying current Prospectuses for the Funds
for further details.
PREMIUM TAXES
Various states levy a premium tax on annuity contracts issued by insurance
companies. Other states levy a premium tax on contracts sold in its state only
if the state of domicile of the Company issuing such contract
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imposes a premium tax on contracts sold in that state. Premium tax rates are
subject to change from time to time by legislative and other governmental
action.
If premium taxes are applicable to a Contract, they will be deducted from
the Contract proceeds upon (i) a withdrawal from or surrender of the Contract or
(ii) application of the proceeds to a Payment Option or (iii) payment of death
benefit proceeds.
OTHER TAXES
Currently, no charge will be made against the Variable Account for Federal
income taxes. Provident Mutual may, however, make such a charge in the future if
income or gains within the Variable Account will result in any Federal income
tax liability to Provident Mutual. Charges for other taxes attributable to the
Variable Account, if any, may also be made.
PAYMENT OPTIONS
The Contract ends on the Maturity Date, at which time the Contract Account
Value will be applied under a Payment Option, unless the Owner elects to receive
the Cash Surrender Value in a single sum. If an election of a Payment Option has
not been filed at Provident Mutual's Administrative Office on the Maturity Date,
the proceeds will be paid as a life annuity with payments for ten years
guaranteed. Prior to the Maturity Date, the Owner can have the Cash Surrender
Value applied under a Payment Option, or a Beneficiary can have the death
benefit applied under a Payment Option. Any premium tax applicable will be
deducted from the Cash Surrender Value or the Contract Account Value at the time
payments commence. The Contract must be surrendered so that the applicable
amount can be paid in a lump sum or a supplemental contract for the applicable
Payment Option can be issued.
The Payment Options available are described below. The term "Payee" means a
person who is entitled to receive payment under that option. The Payment Options
are fixed, which means that each option has a fixed and guaranteed amount to be
paid during the annuity period that is not in any way dependent upon the
investment experience of the Variable Account.
ELECTION OF OPTIONS
An option may be elected, revoked, or changed at any time before the
Maturity Date while the Annuitant is living. If the Payee is other than the
Owner, the election of a Payment Option requires the consent of Provident
Mutual. If an election is not in effect at the Annuitant's death or if payment
is to be made in one sum under an existing election, the Beneficiary may elect
one of the options after the death of the Annuitant.
An election of option and any revocation or change must be made by Written
Notice. It must be filed with the Administrative Office.
An option may not be elected if any periodic payment under the election
would be less than $50. Subject to this condition, payments may be made
annually, semi-annually, quarterly, or monthly and are made at the beginning of
such period.
DESCRIPTION OF OPTIONS
Option A -- Life Annuity Option. To have the proceeds paid in equal
amounts each month during the Payee's lifetime with payments ceasing with the
last payment prior to the death of the Payee. No amounts are payable after the
Payee dies. Therefore, if the Payee dies immediately following the date of the
first payment, the Payee will receive one monthly payment only.
Option B -- Life Annuity Option with 10 Years Guaranteed. To have the
proceeds paid in equal amounts each month during the Payee's lifetime with the
guarantee that payments will be made for a period of not less than ten years.
Under this option, if any Beneficiary dies while receiving payment, the present
value of the current dollar amount on the date of death of any remaining
guaranteed payments will be paid in one sum to the executors or administrators
of the Beneficiary unless otherwise provided in writing. Calculation of such
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present value shall be at 3% which is the rate of interest assumed in computing
the amount of annuity payments.
The amount of each payment will be determined from the Tables in the
Contract which apply to the particular option using the Payee's age and sex. If
the Contract is sold in a group or employer-sponsored arrangement, the amount of
the payments will be based on the Payee's age only. Age will be determined from
the nearest birthday at the due date of the first payment.
Alternate Income Option. In lieu of one of the above options, the Contract
Account Value, Cash Surrender Value or death benefit, as applicable, may be
settled under an Alternate Income Option based on Provident Mutual's single
premium immediate annuity rates in effect at the time of settlement. Such rates
will be adjusted to a due basis. The first payment will be made immediately (at
the beginning of the first month, rather than at the end of the month) which
will result in receiving one additional payment. The income will then be
increased by 4%. In no case will the income be less than that which would be
payable if the amount were used to purchase a single premium immediate annuity
adjusted to a due basis.
YIELDS AND TOTAL RETURNS
From time to time, Provident Mutual may advertise or include in sales
literature yields, effective yields, and total returns for the Subaccounts.
These figures are based on historical earnings and do not indicate or project
future performance. Each Subaccount may, from time to time, advertise or include
in sales literature performance relative to certain performance rankings and
indices compiled by independent organizations. More detailed information as to
the calculation of performance information, as well as comparisons with
unmanaged market indices, appears in the Statement of Additional Information.
Effective yields and total returns for the Subaccounts are based on the
investment performance of the corresponding Portfolio of the Funds. The Funds'
performance in part reflects the Funds' expenses. See the Prospectuses for the
Funds.
The yield of the Money Market Subaccount refers to the annualized income
generated by an investment in the Subaccount over a specified seven-day period.
The yield is calculated by assuming that the income generated for that seven-day
period is generated each seven-day period over a 52-week period and is shown as
a percentage of the investment. The effective yield is calculated similarly but,
when annualized, the income earned by an investment in the Subaccount is assumed
to be reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.
The yield of a Subaccount (except the Money Market Subaccount) refers to
the annualized income generated by an investment in the Subaccount over a
specified 30-day or one-month period. The yield is calculated by assuming that
the income generated by the investment during that 30-day or one-month period is
generated each period over a 12-month period and is shown as a percentage of the
investment.
The total return of a Subaccount refers to return quotations assuming an
investment under a Contract has been held in the Subaccount for various periods
of time including, but not limited to, a period measured from the date the
Subaccount commenced operations. When a Subaccount has been in operation for
one, five, and ten years, respectively, the total return for these periods will
be provided. For periods prior to the date the Variable Account commenced
operations, performance information for Contracts funded by the Subaccounts will
be calculated based on the performance of the Funds' Portfolios and the
assumption that the Subaccounts were in existence for the same periods as those
indicated for the Funds' Portfolios, with the level of Contract charges that
were in effect at the inception of the Subaccounts for the Contracts.
The average annual total return quotations represent the average annual
compounded rates of return that would equate an initial investment of $1,000
under a Contract to the redemption value of that investment as of the last day
of each of the periods for which total return quotations are provided. Average
annual total return information shown the average percentage change in the value
of an investment in the Subaccount from the beginning date of the measuring
period to the end of that period. This standardized version of average annual
total return reflects all historical investment results, less all charges and
deductions applied against the
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Subaccount (including any surrender charge that would apply if an Owner
terminated the Contract at the end of each period indicated, but excluding any
deductions for premium taxes).
In addition to the standard version described above, total return
performance information computed on two different non-standard bases may be used
in advertisements. Average total return information may be presented, computed
on the same basis as described above, except deductions will not include the
Surrender Charge. In addition, Provident Mutual may from time to time disclose
average annual total return in non-standard formats and cumulative total return
for Contracts funded by the Subaccounts.
Non-standard performance date will only be disclosed if the standard
performance date for the required periods is also disclosed. For additional
information regarding the calculation of other performance data, please refer to
the Statement of Additional Information.
In advertising and sales literature, the performance of each Subaccount may
be compared to the performance of other variable annuity issuers in general or
to the performance of particular types of variable annuities investing in mutual
funds, or investment series of mutual funds with investment objectives similar
to each of the Subaccounts. Lipper Analytical Services, Inc. ("Lipper") and the
Variable Annuity Research Data Service ("VARDS") are independent services which
monitor and rank the performance of variable annuity issuers in each of the
major categories of investment objectives on an industry-wide basis.
Lipper's rankings include variable life insurance issuers as well as
variable annuity issuers. VARDS rankings compare only variable annuity issuers.
The performance analyses prepared by Lipper and VARDS each rank such issuers on
the basis of total return, assuming reinvestment of distributions, but do not
take sales charges, redemption fees, or certain expense deductions at the
separate account level into consideration. In addition, VARDS prepares risk
adjusted rankings, which consider the effects of market risk on total return
performance. This type of ranking provide data as to which funds provide the
highest total return within various categories of funds defined by the degree of
risk inherent in their investment objectives.
Advertising and sales literature may also compare the performance of each
Subaccount to the Standard & Poor's Index of 500 Common Stocks, a widely used
measure of stock performance. This unmanaged index assumes the reinvestment of
dividends but does not reflect any "deduction" for the expense of operating or
managing an investment portfolio. Other independent ranking services and indices
may also be used as a source of performance comparison.
Provident Mutual may also report other information including the effect of
tax-deferred compounding on a Subaccount's investment returns, or returns in
general, which may be illustrated by tables, graphs, or charts. All income and
capital gains derived from Subaccount investments are reinvested and can lead to
substantial long-term accumulation of assets, provided that the underlying
Portfolio's investment experience is positive.
FEDERAL TAX STATUS
THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE
INTRODUCTION
This discussion is not intended to address the tax consequences resulting
from all of the situations in which a person may be entitled to or may receive a
distribution under the annuity contract issued by Provident Mutual. Any person
concerned about these tax implications should consult a competent tax advisor
before initiating any transaction. This discussion is based upon Provident
Mutual's understanding of the present Federal income tax laws, as they are
currently interpreted by the Internal Revenue Service. No representation is made
as to the likelihood of the continuation of the present Federal income tax laws
or of the current interpretation by the Internal Revenue Service. Moreover, no
attempt has been made to consider any applicable state or other tax laws.
The Contract may be purchased on a non-qualified basis ("Non-Qualified
Contract") or purchased and used in connection with plans qualifying for
favorable tax treatment ("Qualified Contract"). The Qualified
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Contract is designed for use by individuals whose premium payments are comprised
solely of proceeds from and/or contributions under retirement plans which are
intended to qualify as plans entitled to special income tax treatment under
Sections 401(a), 403(b), or 408 of the Internal Revenue Code of 1986, as amended
(the "Code"). The ultimate effect of Federal income taxes on the amounts held
under a Contract, or annuity payments, and on the economic benefit to the Owner,
the Annuitant, or the Beneficiary depends on the type of retirement plan, on the
tax and employment status of the individual concerned, and on Provident Mutual's
tax status. In addition, certain requirements must be satisfied in purchasing a
Qualified Contract with proceeds from a tax-qualified plan and receiving
distributions from a Qualified Contract in order to continue receiving favorable
tax treatment. Therefore, purchasers of Qualified Contracts should seek
competent legal and tax advice regarding the suitability of a Contract for their
situation, the applicable requirements, and the tax treatment of the rights and
benefits of a Contract. The following discussion assumes that Qualified
Contracts are purchased with proceeds from and/or contributions under retirement
plans that qualify for the intended special Federal income tax treatment.
TAX STATUS OF THE CONTRACT
Diversification Requirements. Section 817(h) of the Code provides that
separate account investments underlying a contract must be "adequately
diversified" in accordance with Treasury regulations in order for the contract
to qualify as an annuity contract under Section 72 of the Code. The Variable
Account, through each Portfolio of the Funds, intends to comply with the
diversification requirements prescribed in regulations under Section 817(h) of
the Code, which affect how the assets in the various Subaccounts may be
invested. Although Provident Mutual does not have control over the Funds in
which the Variable Account invest, we believe that each Portfolio in which the
Variable Account owns shares will meet the diversification requirements and that
therefore the Contract will be treated as an annuity contract under the Code.
In certain circumstances, owners of variable annuity contracts may be
considered the owners, for Federal income tax purposes, of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate account assets would be includable in the variable
annuity contractowner's gross income. Several years ago, the IRS stated in
published rulings that a variable contractowner will be considered the owner of
separate account assets if the contractowner possesses incidents of ownership in
those assets, such as the ability to exercise investment control over the
assets. More recently, the Treasury Department announced, in connection with the
issuance of regulations concerning investment diversification, that those
regulations "do not provide guidance concerning the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor, rather than the insurance company, to be treated as the owner of the
assets in the account." This announcement also stated that guidance would be
issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular subaccounts without being treated as
owners of the underlying assets."
The ownership rights under the contract are similar to, but difference in
certain respects from, those described by the Service in rulings in which it was
determined that contractowners were not owners of separate account assets. For
example, the Owner of the Contract has the choice of one or more Subaccounts in
which to allocate premiums and Contract values, and may be able to transfer
among Subaccounts more frequently than in such rulings. These differences could
result in the contractowner's being treated as the owner of the assets of the
Variable Account. In addition, Provident Mutual does not know what standards
will be set forth, if any, in the regulations or rulings which the Treasury
Department has stated it expects to issue. Provident Mutual therefore reserves
the right to modify the Contract as necessary to attempt to prevent the
contractowner from being considered the owner of the assets of the Variable
Account.
Required Distributions. In addition to the requirements of Section 817(h)
of the Code, in order to be treated as an annuity contract for Federal income
tax purposes, Section 72(s) of the Code requires any Non-Qualified Contract to
provide that: (a) if any Owner dies on or after the Maturity Date but prior to
the time the entire interest in the Contract has been distributed, the remaining
portion of such interest will be distributed at least as rapidly as under the
method of distribution being used as of the date of that Owner's death; and (b)
if any Owner dies prior to the annuity commencement date, the entire interest in
the Contract will be distributed within five years after the date of the Owner's
death. These requirements will be considered
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satisfied as to any portion of the Owner's interest which is payable to or for
the benefit of a "designated beneficiary" and which is distributed over the life
of such Beneficiary or over a period not extending beyond the life expectancy of
that Beneficiary, provided that such distributions begin within one year of that
Owner's death. The Owner's "designated beneficiary" is the person designated by
such owner as a Beneficiary and to whom ownership of the Policy passes by reason
of death and must be a natural person. However, if the owner's "designated
beneficiary" is the surviving spouse of the Owner, the Contract may be continued
with the surviving spouse as the new Owner.
The Non-Qualified Contracts contain provisions which are intended to comply
with the requirements of Section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. Provident Mutual intends
to review such provisions and modify them if necessary to assure that they
comply with the requirements of Code Section 72(s) when clarified by regulation
or otherwise.
Other rules may apply to Qualified Contracts.
The following discussion assumes that the Contracts will qualify as annuity
contracts for Federal income tax purposes.
TAXATION OF ANNUITIES
In General. Section 72 of the Code governs taxation of annuities in
general. Provident Mutual believes that an Owner who is a natural person
generally is not taxed on increases in the value of a Contract until
distribution occurs by withdrawing all or part of the Contract Account Value
(e.g., partial withdrawals and complete surrenders) or as annuity payments under
the Payment Option elected. For this purpose, the assignment, pledge, or
agreement to assign or pledge any portion of the Contract Account Value (and in
the case of a Qualified Contract, any portion of an interest in the qualified
plan) generally will be treated as a distribution. The taxable portion of a
distribution (in the form of a single sum payment or an annuity) is taxable as
ordinary income.
The Owner of any annuity contract who is not a natural person generally
must include in income any increase in the excess of the Contract Account Value
over the "investment in the contract" during the taxable year. There are some
exceptions to this rule, and a prospective Owner is not a natural person may
wish to discuss these with a competent tax advisor.
The following discussion generally applies to Contracts owned by natural
persons.
Withdrawals. In the case of a withdrawal from a Qualified Contract, under
Section 72(e) of the Code a ratable portion of the amount received is taxable,
generally based on the ratio of the "investment in the contract" to the
participant's total accrued benefit or balance under the retirement plan. The
"investment in the contract" generally equals the portion, if any, of any
premium payments paid by or on behalf of any individual under a Contract which
was not excluded from the individual's gross income. For Contracts issued in
connection with qualified plans, the "investment in the contract" can be zero.
Special tax rules may be available for certain distributions from Qualified
Contracts.
In the case of a withdrawal (including Systematic Withdrawals) from a
Non-Qualified Contract before the Maturity Date, under Code Section 72(e)
amounts received are generally first treated as taxable income to the extent
that the accumulation value immediately before the withdrawal exceeds the
"investment in the contract" at that time. Any additional amount withdrawn is
not taxable.
In the case of a full surrender under a Qualified or Non-Qualified
Contract, the amount received generally will be taxable only to the extent it
exceeds the "investment in the contract."
Annuity Payments. Although tax consequences may vary depending on the
Payment Option elected under an annuity contract, under Code Section 72(b),
generally (prior to recovery of the investment in the contract) gross income
does not include that part of any amount received as an annuity under an annuity
contract that bears the same ratio to such amount as the investment in the
contract bears to the expected return at the annuity starting date. Stated
differently, prior to recovery of the investment in the contract, in general,
there is no tax on the amount of each payment which represents the same ratio
that the "investment
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in the contract" bears to the total expected value of the annuity payments for
the term of the payments; however, the remainder of each income payment is
taxable. After the "investment in the contract" is recovered, the full amount of
any additional annuity payments is taxable.
Taxation of Death Benefit Proceeds. Amounts may be distributed from a
Contract because of the death of the Owner or an Annuitant. Generally, such
amounts are includible in the income of the recipient as follows: (i) if
distributed in a lump sum, they are taxed in the same manner as a full surrender
of the contract; or (ii) if distributed under a Payment Option, they are taxed
in the same way as annuity payments. For these purposes, the investment in the
contract is not affected by the owner's or annuitant's death. That is, the
investment in the contract remains the amount of any purchase payments paid
which were not excluded from gross income.
Penalty Tax on Certain Withdrawals. In the case of a distribution pursuant
to a Non-Qualified Contract, there may be imposed a Federal penalty tax equal to
10% of the amount treated as taxable income. In general, however, there is no
penalty on distributions:
1. made on or after the taxpayer reaches age 59 1/2;
2. made on or after the death of the holder (or if the holder is not an
individual, the death of the primary annuitant);
3. attributable to the taxpayer's becoming disabled;
4. a part of a series of substantially equal periodic payments (not less
frequently than annually) for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the taxpayer
and his or her designated beneficiary;
5. made under an annuity contract that is purchased with a single premium
when the annuity starting date is no later than a year from purchase of
the annuity and substantially equal periodic payments are made, not less
frequently than annually, during the annuity period; and
6. made under certain annuities issued in connection with structured
settlement agreements.
Other tax penalties may apply to certain distributions under a Qualified
Contract, as well as to certain contributions, loans, and other circumstances.
Possible Tax Changes. In recent years, legislation has been proposed that
would have adversely modified the federal taxation of certain annuities. For
example, one such proposal would have changed the tax treatment of non-qualified
annuities that did not have "substantial life contingencies" by taxing income as
it is credited to the annuity. Although as of the date of this prospectus
Congress is not considering any legislation regarding the taxation of annuities,
there is always the possibility that the tax treatment of annuities could change
by legislation or other means (such as IRS regulations, revenue rulings, and
judicial decisions). Moreover, it is also possible that any legislative change
could be retroactive (that is, effective prior to the date of such change).
TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT
A transfer of ownership of a Contract, the designation of an Annuitant,
Payee or other Beneficiary who is not also the Owner, the selection of certain
Maturity Dates or the exchange of a Contract may result in certain tax
consequences to the Owner that are not discussed herein. An Owner contemplating
any such transfer, assignment, or exchange of a Contract should contact a
competent tax advisor with respect to the potential effects of such a
transaction.
WITHHOLDING
Pension and annuity distributions generally are subject to withholding for
the recipient's Federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients, however,
generally are provided the opportunity to elect not to have tax withheld from
distributions. Effective January 1, 1993, distribution from certain qualified
plans are generally subject to mandatory withholding.
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MULTIPLE CONTRACTS
All non-qualified deferred annuity contracts entered into after October 21,
1988 that are issued by Provident Mutual (or its affiliates) to the same Owner
during any calendar year are treated as one annuity Contract for purposes of
determining the amount includible in gross income under Code Section 72(e). The
effects of this rule are not yet clear; however, it could affect the time when
income is taxable and the amount that might be subject to the 10% penalty tax
described above. In addition, the Treasury Department has specific authority to
issue regulations that prevent the avoidance of Section 72(e) through the serial
purchase of annuity contracts or otherwise. There may also be other situations
in which the Treasury may conclude that it would be appropriate to aggregate two
or more annuity contracts purchased by the same Owner. Accordingly, a Contract
Owner should consult a competent tax advisor before purchasing more than one
annuity contract.
TAXATION OF QUALIFIED PLANS
The Contracts are designed for use with several types of qualified plans.
The tax rules applicable to participants in these qualified plans vary according
to the type of plan and the terms and conditions of the plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from contributions in excess
of specified limits; distributions prior to age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; aggregate distributions in excess of a specified
annual amount; and in other specified circumstances. Therefore, no attempt is
made to provide more than general information about the use of the Contracts
with the various types of qualified retirement plans. Contract Owners, the
Annuitants, and Beneficiaries are cautioned that the rights of any person to any
benefits under these qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract, but Provident Mutual shall not be bound by the terms and
conditions of such plans to the extent such terms contradict the Contract,
unless Provident Mutual consents. Some retirement plans are subject to
distribution and other requirements that are not incorporated in the
administration of the Contracts. Owners are responsible for determining that
contributions, distributions and other transactions with respect to the
Contracts satisfy applicable law. Brief descriptions follow of the various types
of qualified retirement plans in connection with a Contract. Provident Mutual
will amend the Contract as necessary to conform it to the requirements of the
Code.
Corporate Pension and Profit Sharing Plans. Section 401(a) of the Code
permits corporate employers to establish various types of retirement plans for
employees. Such retirement plans may permit the purchase of the Contract to
provide benefits under the plans. Adverse tax consequences to the plan, to the
participant or to both may result if this Contract is assigned or transferred to
any individual as a means to provide benefit payments. Corporate employers
intending to use the Contract with such plans should seek competent advice.
Individual Retirement Annuities. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
"Individual Retirement Annuity" or "IRA". These IRAs are subject to limits on
the amount that may be contributed, the persons who may be eligible, and on the
time when distributions may commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" on a tax-deferred basis
into an IRA. Sales of the Contract for use with IRAs may be subject to special
requirements on the Internal Revenue Service. The Internal Revenue Service has
not reviewed the Contract for qualification as an IRA, and has not generally
ruled whether a death benefit provision such as the provision in the Contract
comports with IRA qualification requirements.
SIMPLE Retirement Accounts. Beginning January 1, 1997, certain small
employers may establish Simple Retirement Accounts as provided by Section 408(p)
of the Code, under which employees may elect to defer up to $6,000 (as increased
for cost of living adjustments) as a percentage of compensation. The sponsoring
employer is required to make a matching contribution on behalf of contributing
employees. Distributions from a Simple Retirement Account are subject to the
same restrictions that apply to IRA distributions and are taxed as ordinary
income. Subject to certain exceptions, premature distributions prior to age
59 1/2 are subject to a 10% penalty tax, which is increased to 25% if the
distribution occurs within the first
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two years after the commencement of the employee's participation in the plan.
The failure of the Simple Retirement Account to meet Code requirements may
result in adverse tax consequences.
Tax Sheltered Annuities. Section 403(b) of the Code allows employees of
certain Section 501(c)(3) organizations and public schools to exclude from their
gross income the premiums paid, within certain limits, on a Contract that will
provide an annuity for the employee's retirement. Code section 403(b)(11)
restricts the distribution under Code section 403(b) annuity contracts of: (1)
elective contributions made in years beginning after December 31, 1988; (2)
earnings on those contributions; and (3) earnings in such years on amounts held
as of the last year beginning before January 1, 1989. Distribution of those
amounts may only occur upon death of the employee, attainment of age 59 1/2,
separation from service, disability, or financial hardship. In addition, income
attributable to elective contributions may not be distributed in the case of
hardship.
RESTRICTIONS UNDER QUALIFIED CONTRACTS
Other restrictions with respect to the election, commencement, or
distribution of benefits may apply under Qualified Contracts or under the terms
of the plans in respect of which Qualified Contracts are issued.
POSSIBLE CHARGE FOR PROVIDENT MUTUAL'S TAXES
At the present time, the Company makes no charge to the Subaccounts for any
Federal, state, or local taxes that the Company incurs which may be attributable
to such Subaccounts or to the Contracts. The Company, however, reserves the
right in the future to make a charge for any such tax or other economic burden
resulting from the application of the tax laws that it determines to be properly
attributable to the Subaccounts or to the Contracts.
If any tax charges are made in the future, they will be accumulated daily
and transferred from the applicable Subaccount to Provident Mutual's General
Account. Any investment earnings on tax charges accumulated in a Subaccount will
be retained by Provident Mutual.
OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the Federal tax consequences
under these Contracts are not exhaustive, and special rules are provided with
respect to other tax situations not discussed in this Prospectus. Further, the
Federal income tax consequences discussed herein reflect Provident Mutual's
understanding of current law and the law may change. Federal estate and state
and local estate, inheritance, and other tax consequences of ownership or
receipt of distributions under a Contract depend on the individual circumstances
of each Owner or recipient of the distribution. A competent tax advisor should
be consulted for further information.
DISTRIBUTION OF CONTRACTS
The Contracts will be offered to the public on a continuous basis, and
Provident Mutual does not anticipate discontinuing the offering of the
Contracts. However, Provident Mutual reserves the right to discontinue the
offering. Applications for Contracts are solicited by agents who are licensed by
applicable state insurance authorities to sell Provident Mutual's variable
annuity contracts and who are also registered representatives of 1717 Capital
Management Company ("1717") or broker/dealers having selling agreements with
1717 or broker/dealers having selling agreements with such broker/dealers. 1717
is a wholly owned indirect subsidiary of Provident Mutual and is registered with
the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a
member of the National Association of Securities Dealers, Inc.
1717 acts as the Principal Underwriter, as defined in the Investment
Company Act of 1940, of the Contracts for the Variable Account pursuant to an
Underwriting Agreement between Provident Mutual and 1717. 1717 is not obligated
to sell any specific number of Contracts. 1717's principal business address is
Christiana Executive Campus, P.O. Box 15626, Wilmington, Delaware 19850. The
Contracts may also be sold through other broker-dealers registered under the
Securities Exchange Act of 1934 whose representatives are
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authorized by applicable law to sell variable annuity contracts. 1717 has
entered into a Selling Agreement with Equity Services, Inc. (ESI), a registered
broker-dealer affiliated with 1717. Under the terms of the Selling Agreement
registered representatives of ESI will solicit applications and ESI will also
enter into selling agreements with other broker-dealers with respect to
distribution of the Contracts. 1717 and ESI receive the full commissions on
Contracts sold by their registered representatives. Nonaffiliated broker-dealers
receive full commissions on Contracts sold by their registered representatives,
less a nominal charge by 1717 or ESI for expenses incurred. The commissions paid
are no greater than 6 1/2% of premiums.
LEGAL PROCEEDINGS
There are at present no legal proceedings to which the Variable Account is
a party or the assets of the Variable Account are subject. Provident Mutual is
not involved in any litigation that is of material importance in relation to its
total assets or that relates to the Variable Account.
VOTING RIGHTS
In accordance with its view of present applicable law, Provident Mutual
will vote the Portfolio shares held in the Variable Account at special
shareholder meetings of the Funds in accordance with instructions received from
persons having voting interests in the corresponding Subaccounts. If, however,
the Investment Company Act of 1940 or any regulation thereunder should be
amended, or if the present interpretation thereof should change, or Provident
Mutual determines that it is allowed to vote the Portfolio shares in its own
right, it may elect to do so.
The number of votes which are available to an Owner will be calculated
separately for each Subaccount of the Variable Account, and may include
fractional votes. The number of votes attributable to a Subaccount will be
determined by applying an Owner's percentage interest, if any, in a particular
Subaccount to the total number of votes attributable to that Subaccount. An
Owner holds a voting interest in each Subaccount to which the Variable Account
Value is allocated. The Owner only has voting interest prior to the Maturity
Date.
The number of votes of a Portfolio which are available to the Contract
Owner will be determined as of the date coincident with the date established by
that Portfolio for determining shareholders eligible to vote at the relevant
meeting of each Fund. Voting instructions will be solicited by written
communication prior to such meeting in accordance with procedures established by
the Funds.
Fund shares as to which no timely instructions are received and shares held
by Provident Mutual in a Subaccount as to which an Owner has no beneficial
interest will be voted in proportion to the voting instructions which are
received with respect to all Contracts participating in that Subaccount. Voting
instructions to abstain on any item to be voted upon will be applied on a pro
rata basis to reduce the votes eligible to be cast.
Each person having a voting interest in a Subaccount will receive proxy
materials, reports, and other material relating to the appropriate Portfolio.
FINANCIAL STATEMENTS
The audited statements of financial condition for Provident Mutual as of
December 31, 1996 and 1995 and the related statements of operations, changes in
unassigned surplus and cash flows for each of the three years in the period
ended December 31, 1996, as well as the Report of Independent Accountants are
contained in the Statement of Additional Information. The audited statement of
assets and liabilities of the Variable Account as of December 31, 1996, and the
related statements of operations for the year then ended and the statements of
changes in net assets for each of the two years in the period then ended are
included in the Statement of Additional Information.
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STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Additional Contract Provisions...................................................... S-2
The Contract................................................................... S-2
Incontestability............................................................... S-2
Misstatement of Age or Sex..................................................... S-2
Dividends...................................................................... S-2
Calculation of Yields and Total Returns............................................. S-2
Money Market Subaccount Yields................................................. S-2
Other Subaccount Yields........................................................ S-3
Average Annual Total Returns................................................... S-4
Other Total Returns............................................................ S-6
Effect of the Administration Fee on Performance Data........................... S-8
Termination of Participation Agreements............................................. S-8
Safekeeping of Account Assets....................................................... S-9
State Regulation.................................................................... S-9
Records and Reports................................................................. S-9
Legal Matters....................................................................... S-10
Experts............................................................................. S-10
Other Information................................................................... S-10
Financial Statements................................................................ S-10
</TABLE>
36
