<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
Providentmutual Variable Life Separate Account
(Name of Registrant)
300 Continental Drive
Newark, DE 19713
(Address of principal executive offices)
File Number 33-83138
1. The following information is set forth pursuant to the requirements of
Rule 24f-2(b)(1):
(i). Fiscal year for which Notice is filed:
Fiscal year ended December 31, 1995
(ii). Number or amount of securities of the same class or series, if
any, which had been registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained
unsold at the beginning of such fiscal year.
None
(iii). The number or amount of securities, if any, registered during
such fiscal year other than pursuant to Rule 24f-2:
None
(iv). The number or amount of securities sold during the fiscal
year:
<TABLE>
<CAPTION>
Growth Money Market Bond Managed
Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ----------
<S> <C> <C> <C>
$139,783.05 $1,536,634.88 $21,970.01 $8,987.69
worth of worth of worth of worth of
policies(1) policies(2) policies(3) policies(4)
</TABLE>
<TABLE>
<CAPTION>
Aggressive International
Growth Subaccount Subaccount
----------------- -------------
<S> <C>
$146,305.66 $79,608.31
worth of worth of
policies(5) policies(6)
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Fidelity
Equity Income Fidelity Growth Fidelity Asset Fidelity Index
Subaccount Subaccount Manager Subaccount 500 Subaccount
---------- ---------- ------------------ --------------
<S> <C> <C> <C>
$509,629.53 $709,026.20 $52,559.76 $203,980.35
worth of worth of worth of worth of
policies(7) policies(8) policies(9) policies(10)
</TABLE>
<TABLE>
<CAPTION>
Fidelity High Fidelity Fidelity Investment Neuberger &
Income Overseas Grade Bond Berman Growth
Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ----------
<S> <C> <C> <C>
$150,868.31 $218,890.41 $37,586.47 $210,017.60
worth of worth of worth of worth of
policies(11) policies(12) policies(13) policies(14)
</TABLE>
<TABLE>
<CAPTION>
Neugerger &
Neuberger & Berman Limit Van Eck
Berman Balanced Maturity Bond TCI Growth Worldwide Bond
Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ----------
<S> <C> <C> <C>
$42,184.76 $7,859.41 $179,362.81 $30,477.04
worth of worth of worth of worth of
policies(15) policies(16) policies(17) policies(18)
</TABLE>
<TABLE>
<CAPTION>
Van Eck Gold &
Natural Resources
Subaccount
-----------------
<S> <C>
$10,109.02
worth of
policies(19)
</TABLE>
(v). The number or amount of securities sold during such fiscal
year in reliance upon registration pursuant to Rule 24f-2
<TABLE>
<CAPTION>
Growth Money Market Bond Managed
Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ----------
<S> <C> <C> <C>
$139,783.05 $1,536,634.88 $21,970.01 $8,987.69
worth of worth of worth of worth of
policies(1) policies(2) policies(3) policies(4)
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Aggressive International
Growth Subaccount Subaccount
----------------- ----------
<S> <C>
$146,305.66 $79,608.31
worth of worth of
policies(5) policies(6)
</TABLE>
<TABLE>
<CAPTION>
Fidelity Equity
Income Fidelity Growth Fidelity Asset Fidelity Index
Subaccount Subaccount Manager Subaccount 500 Subaccount
---------- ---------- ------------------ --------------
<S> <C> <C> <C>
$509,629.53 $709,026.20 $52,559.76 $203,980.35
worth of worth of worth of worth of
policies(7) policies(8) policies(9) policies(10)
</TABLE>
<TABLE>
<CAPTION>
Fidelity
Fidelity High Fidelity Investment Neuberger &
Income Overseas Grade Bond Berman Growth
Subaccount Subaccount Subaccount Subaccount
------------- ---------- ---------- -------------
<S> <C> <C> <C>
$150,868.21 $218,890.41 $37,586.47 $210,017.60
worth of worth of worth of worth of
policies(11) policies(12) policies(13) policies(14)
</TABLE>
<TABLE>
<CAPTION>
Neuberger &
Neuberger & Berman Limit Van Eck
Berman Balanced Maturity Bond TCI Growth Worldwide Bond
Subaccount Subaccount Subaccount Subaccount
---------- ---------- ---------- ----------
<S> <C> <C> <C>
$42,184.76 $7,859.41 $179,362.81 $30,477.04
worth of worth of worth of worth of
policies(15) policies(16) policies(17) policies(18)
</TABLE>
<TABLE>
<CAPTION>
Van Eck Gold &
--------------
<S> <C>
Natural Resources
Subaccount
$10,109.02
worth of
policies(19)
</TABLE>
2. An opinion of counsel with respect to the validity of the shares
accompanies this Notice.
3. Filing fee with respect to shares specified in 1(v) above:
<TABLE>
<S> <C> <C>
Growth Subaccount $ 38.98 (1)
Money Market Subaccount 87.32 (2)
Bond Subaccount 6.53 (3)
Managed Subaccount 2.67 (4)
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
Aggressive Growth Subaccount 41.10 (5)
International Subaccount 23.32 (6)
Fidelity Equity Income Subaccount 140.51 (7)
Fidelity Growth Subaccount 205.95 (8)
Fidelity Asset Manager Subaccount 13.90 (9)
Fidelity Index 500 Subaccount 60.70 (10)
Fidelity High Income Subaccount 39.28 (11)
Fidelity Overseas Subaccount 62.15 (12)
Fidelity Investment Grade Bond Subaccount 10.27 (13)
Neuberger & Berman Growth Subaccount 62.36 (14)
Neuberger & Berman Balanced Subaccount 13.63 (15)
Neuberger & Berman Bond Subaccount 1.65 (16)
TCI Growth Subaccount 50.51 (17)
Van Eck Worldwide Bond Subaccount 8.90 (18)
Van Eck Gold and Natural Resources Subaccount 2.53 (19)
-------
$872.26
</TABLE>
Minimum Filing Fee (Certified Check Enclosed): $872.26
DATED: February , 1996
PROVIDENTMUTUAL VARIABLE LIFE SEPARATE ACCOUNT
BY: /s/ Linda E. Senker
-----------------------------------------
Linda E. Senker
(1) The actual aggregate sales price was $139,783.05, which consists of 766
policies allocating premiums to the Growth Subaccount. During the fiscal year
ended December 31, 1995, the actual aggregate redemption price of Growth
Subaccount policies redeemed was $26,739.81. (No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule 24f-2(c) in
any filing made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to the policies in
calculated as follows:
$139,783.05 - 26,739.81 = $113,043.24 / 2900 = $38.98
(2) The actual aggregate sales price was $1,536,634.88, which consists of 1,345
policies allocating premiums to the Money Market Subaccount. During the fiscal
year ended December 31, 1995, the actual aggregate redemption price of Money
Market Subaccount policies redeemed was $1,283,402.36. (No portion of such
aggregate redemption price has been applied by the Registrant pursuant to Rule
24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:
$1,536,634.88 - 1,283,402.36 = $253,232.52 / 2900 = $87.32
(3) The actual aggregate sales price was $21,970.01, which consists of 517
policies allocating premiums to the Bond Subaccount. During the fiscal year
ended December 31, 1995, the actual aggregate redemption price of Bond
Subaccount policies redeemed was $3,032.65. (No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule 24f-2(c) in
any filing made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.) Pursuant to Rule 24f-2(c), the filing fee with respect
<PAGE> 5
to the policies is calculated as follows:
$21,970.01 - 3,032.65 = $18,937.36 / 2900 = $6.53
(4) The actual aggregate sales price was $8,987.69, which consists of 134
policies allocating premiums to the Managed Subaccount. During the fiscal year
ended December 31, 1995, the actual aggregate redemption price of Managed
Subaccount policies redeemed was $1,247.79. (No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule 24f-2(c) in
any filing made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to the policies is
calculated as follows:
$8,987.69 - 1,247.79 = $7,739.90 / 2900 = $2.67
(5) The actual aggregate sales price was $146,305.66, which consists of 1,093
policies allocating premiums to the Aggressive Growth Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Aggressive Growth Subaccount policies redeemed was $27,118.43. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:
$146,305.66 - 27,118.43 = $119,187.23 / 2900 = $41.10
(6) The actual aggregate sales price was $79,608.31, which consists of 591
policies allocating premiums to the International Subaccount. During the fiscal
year ended December 31, 1995, the actual aggregate redemption price of
International Subaccount policies redeemed was $11,967.54. (No portion of such
aggregate redemption price has been applied by the Registrant pursuant to Rule
24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:
$79,608.31 - 11,967.54 = $67,640.77 / 2900 = $23.32
(7) The actual aggregate sales price was $509,629.53, which consists of 2,059
policies allocating premiums to the Fidelity Equity Income Subaccount. During
the fiscal year ended December 31, 1995, the actual aggregate redemption price
of Fidelity Equity Income Subaccount policies redeemed was $102,146.85. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:
$509,629.53 - 102,146.85 = $407,482.68 / 2900 = $140.51
(8) The actual aggregate sales price was $709,026.20, which consists of 2,725
policies allocating premiums to the Fidelity Growth Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Fidelity Growth Subaccount policies redeemed was $111,761.19. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:
$709,026.20 - 111,761.19 = $597,265.01 / 2900 = $205.95
(9) The actual aggregate sales price was $52,559.76, which consists of 295
policies allocating premiums to the Fidelity Asset Manager Subaccount. During
the fiscal year ended December 31, 1995, the actual aggregate redemption price
of Fidelity Asset Manager Subaccount policies redeemed was $12,253.00. (No
<PAGE> 6
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:
$52,559.76 - 12,253.00 = $40,306.76 / 2900 = $13.90
(10) The actual aggregate sales price was $203,980.35, which consists of 1,163
policies allocating premiums to the Fidelity Index 500 Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Fidelity Index 500 Subaccount policies redeemed was $27,939.31. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:
$203,980.35 - 27,939.31 = $176,041.04 / 2900 = $60.70
(11) The actual aggregate sales price was $150,868.31, which consists of 497
policies allocating premiums to the Fidelity High Income Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Fidelity High Income Subaccount policies redeemed was $36,968.51. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:
$150,868.31 - 36,968.51 = $113,899.80 / 2900 = $39.28
(12) The actual aggregate sales price was $218,890.41, which consists of 1,269
policies allocating premiums to the Fidelity Overseas Subaccount. During the
fiscal year ended December 31, 1995, the actual aggregate redemption price of
Fidelity Overseas Subaccount policies redeemed was $38,670.04. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:
$218,890.41 - 38,670.04 = $180,220.37 / 2900 = $62.15
(13) The actual aggregate sales price was $37,586.47, which consists of 582
policies allocating premiums to the Fidelity Investment Grade Bond Subaccount.
During the fiscal year ended December 31, 1995, the actual aggregate redemption
price of Fidelity Investment Grade Bond Subaccount policies redeemed was
$7,807.00. (No portion of such aggregate redemption price has been applied by
the Registrant pursuant to Rule 24f-2(c) in any filing made pursuant to Section
24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule 24f- 2(c), the
filing fee with respect to the policies is calculated as follows:
$37,586.47 - 7,807.00 = $29,779.47 / 2900 = $10.27
(14) The actual aggregate sales price was $210,017.60, which consists of 722
policies allocating premiums to the Neuberger & Berman Growth Subaccount. During
the fiscal year ended December 31, 1995, the actual aggregate redemption price
of Neuberger & Berman Growth Subaccount policies redeemed was $29,175.46. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f- 2(c), the filing fee with
respect to the policies is calculated as follows:
$210,017.60 - 29,175.46 = $180,842.14 / 2900 = $62.36
<PAGE> 7
(15) The actual aggregate sales price was $42,184.76, which consists of 161
policies allocating premiums to the Neuberger & Berman Balanced Subaccount.
During the fiscal year ended December 31, 1995, the actual aggregate redemption
price of Neuberger & Berman Balanced Subaccount policies redeemed was $2,658.17.
(No portion of such aggregate redemption price has been applied by the
Registrant pursuant to Rule 24f-2(c) in any filing made pursuant to Section
24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule 24f- 2(c), the
filing fee with respect to the policies is calculated as follows:
$42,184.76 - 2,658.17 = $39,526.59 / 2900 = $13.63
(16) The actual aggregate sales price was $7,859.41, which consists of 108
policies allocating premiums to the Neuberger & Berman Limited Maturity Bond
Subaccount. During the fiscal year ended December 31, 1995, the actual aggregate
redemption price of Neuberger & Berman Limited Maturity Bond Subaccount policies
redeemed was $3,081.67. (No portion of such aggregate redemption price has been
applied by the Registrant pursuant to Rule 24f-2(c) in any filing made pursuant
to Section 24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule
24f-2(c), the filing fee with respect to the policies is calculated as follows:
$7,859.41 - 3,081.67 = $4,777.74 / 2900 = $1.65
(17) The actual aggregate sales price was $179,362.81, which consists of 615
policies allocating premiums to the TCI Growth Subaccount. During the fiscal
year ended December 31, 1995, the actual aggregate redemption price of TCI
Growth Subaccount policies redeemed was $32,888.57. (No portion of such
aggregate redemption price has been applied by the Registrant pursuant to Rule
24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:
$179,362.81 - 32,888.57 = $146,474.24 / 2900 = $50.51
(18) The actual aggregate sales price was $30,477.04, which consists of 429
policies allocating premiums to the Van Eck Worldwide Bond Subaccount. During
the fiscal year ended December 31, 1995, the actual aggregate redemption price
of Van Eck Worldwide Bond Subaccount policies redeemed was $4,679.98. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:
$30,477.04 - 4,679.98 - $25,797.06 / 2900 = $8.90
(19) The actual aggregate sales price was $10,109.02, which consists of 135
policies allocating premiums to the Van Eck Gold and Natural Resources
Subaccount. During the fiscal year ended December 31, 1995, the actual aggregate
redemption price of Van Eck Gold and Natural Resources Subaccount policies
redeemed was $2,774.47. (No portion of such aggregate redemption price has been
applied by the Registrant pursuant to Rule 24f-2(c) in any filing made pursuant
to Section 24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule
24f-2(c), the filing fee with respect to the policies is calculated as follows:
$10,109.02 - 2,774.47 = $7,334.55 / 2900 = $2.53
<PAGE> 8
[PROVIDENTMUTUAL LIFE AND ANNUITY COMPANY OF AMERICA LETTERHEAD]
February 27, 1996
Providentmutual Life and Annuity Company
of America
300 Continental Drive
Newark, DE 19713
Re: Rule 24f-2 Notice
Registration Number 33-83138
Dear Sirs:
I have served as counsel to Providentmutual Life and Annuity Company of
America in connection with the above-referenced Notice. In my opinion, the
securities being registered with respect to the Providentmutual Variable Life
Separate Account are legally issued, fully paid and non-assessable.
Sincerely,
Linda E. Senker
LES:cf