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PROVIDENT MUTUAL LIFE INSURANCE COMPANY
PROVIDENT MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT
SUPPLEMENT DATED FEBRUARY 7, 2000
TO THE PROSPECTUS DATED MAY 1, 1999
This supplement describes certain changes to your variable annuity contract
(the "Contract") issued by Provident Mutual Life Insurance Company ("PMLIC").
SUBSTITUTION OF SHARES OF EQUITY 500 INDEX PORTFOLIO OF MARKET STREET FUND,
INC. FOR SHARES OF INDEX 500 PORTFOLIO OF VARIABLE INSURANCE PRODUCTS FUND II
CHANGE OF INVESTMENT OPTIONS
Pursuant to an order of the Securities and Exchange Commission issued on
January 27, 2000, as of February 7, 2000, the Index 500 Portfolio of Variable
Insurance Products Fund II will no longer be available as an investment option
under your Contract. In its place, the Equity 500 Index Portfolio of Market
Street Fund, Inc. will be available as an investment option under your Contract.
INVESTMENT OBJECTIVE. The Equity 500 Index Portfolio seeks to provide
long-term capital appreciation by investing primarily in common stocks included
in the Standard & Poor's 500(R) Composite Stock Price Index.(2) There is no
assurance that the Equity 500 Index Portfolio will achieve its stated objective.
ANNUAL FUND EXPENSES. The following annual expense information for the
Equity 500 Index Portfolio for the year ended December 31, 1998 should be added
to the Expense Table included in your Contract prospectus.
<TABLE>
<CAPTION>
EQUITY 500
INDEX PORTFOLIO
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<S> <C>
MARKET STREET FUND, INC.
ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees (Investment Advisory Fees).................. 0.24%
Other Expenses.............................................. 0.04%*
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Total Fund Annual Expenses.................................. 0.28%
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* Because the Equity 500 Index Portfolio was not in existence during 1999,
"Other Expenses" is based on estimated amounts for 2000. These estimated
amounts reflect an expense reimbursement and fee waiver arrangement for 2000.
Absent this arrangement, Total Annual Expenses would be estimated to be 0.39%.
Examples. Because the Equity 500 Index Portfolio's estimated 2000 expenses
are the same as the VIP II Index 500 Portfolio's 1998 expenses, the examples
which follow the Expense Table do not change as a result of the addition of the
Equity 500 Index Portfolio and the removal of the VIP II Index 500 Portfolio.
Condensed Financial Information. From the date the Variable Insurance
Products Fund II Index 500 Subaccount was established through December 31, 1998,
the Equity 500 Index Subaccount's unit values and number of outstanding units
are the same as those listed for the Variable Insurance Products Fund II Index
500 Subaccount.
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(2) Standard & Poor's(R), S&P(R), S&P 500(R), Standard & Poor's 500 and 500 are
trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use
by PMLIC and the Market Street Fund, Inc. Neither the Contract nor the
Equity 500 Index Portfolio is sponsored, endorsed, sold, or promoted by
Standard & Poor's, and Standard & Poor's makes no representation regarding
the advisability of investing in the Contract and the Equity 500 Index
Portfolio. (For more information regarding the S&P 500 Index, see "Standard
& Poor's" in the Statement of Additional Information.)
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Additional information about the Equity 500 Index Portfolio, including its
investment policies, risks, fees and expenses and all other aspects of its
operations, can be found in the prospectus for the Equity 500 Index Portfolio,
which will be available from PMLIC on or before February 7, 2000. This
prospectus should be read carefully before investing.
CHANGE IN SUB-ADVISER
On February 7, 2000, Sterling Capital Management Company ("Sterling")
replaced Denver Investment Advisors as a sub-adviser to the All Pro Small Cap
Value Portfolio. From its investment advisory fees, PIMC pays Sterling a monthly
fee equal to an annual rate of .70% of the average daily net assets of the
Portfolio managed by Sterling.
This supplement should be retained with the prospectus for future
reference.
