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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-01356
THE PAUL REVERE VARIABLE ANNUITY
CONTRACT ACCUMULATION FUND
(Exact name of Registrant as specified in charter)
18 Chestnut Street
Worcester, MA 01608
(Address of principal executive offices)
CT Corporation System
101 Federal Street
Boston, MA 02110
(Name and address of agent for service)
Registrant’s telephone number, including area code: (508) 792-6358
Date of fiscal year end: December 31
Date of reporting period: January 1, 2008 - December 31, 2008
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Item 1. Report to Stockholders.
Annual Report
December 31, 2008
Board of Managers of
The Accumulation Fund:
Donald E. Boggs, Chairman
Gordon T. Miller, Vice Chairman
David G. Fussell
Joan Sadowsky
H. C. Goodwin
THE PAUL REVERE VARIABLE ANNUITY
CONTRACT ACCUMULATION FUND
A Separate Account of The Paul Revere
Variable Annuity Insurance Company
This report and the financial statements attached are submitted for the general information of contractowners and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale of The Paul Revere Variable Annuity Insurance Company contracts. Such offering is made only by prospectus, which includes details as to offering price and other material information.
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TO OUR CONTRACTOWNERS AND PARTICIPANTS:
THE PAUL REVERE VARIABLE ANNUITY
CONTRACT ACCUMULATION FUND
VARIABLE ANNUITY CONTRACTS
U.S. stocks suffered their sharpest annual declines since the Great Depression, with the S&P 500 dropping 37.0% in 2008. The year was marked by a credit squeeze that left companies and consumers scrambling for funding and a banking collapse and series of bailouts that kept investors in a perpetual state of uncertainty as they awaited the next round of failures. In the United States, the government agreed to help rescue the ailing auto industry. Losses and write-downs at financial services companies rose to $1 trillion. All told, in 2008 investors pulled a net $320 billion from mutual funds in one of the biggest flights to safety the industry has seen.
Against this backdrop, the portfolio outperformed the Russell 1000 Growth Index during 2008. Stock selection in industrial goods & services; an underweight and stock selection in both the energy, and technology sectors; as well as a modest cash position contributed the most to relative performance. Stock selection in the leisure and special products & services sectors had the biggest negative impact on relative performance.
Our exposure to the special products & services sector increased late in the year to become our largest overweight in the portfolio at year end. Within the sector, we held several transaction processing companies that we believed were poised to benefit from the secular growth in electronic transactions around the globe as consumers move away from physical checks toward credit/debit cards and other electronic means. Also in this sector we owned select high-quality outsourcing and consulting businesses with a global presence and competitive advantage we believed would help to sustain growth in a challenging environment. Economic downturns often benefit these businesses as their corporate customers look to outsource non-core functions and cut costs. In health care, we continued to focus on high quality pharmaceuticals with durable franchises and sustainable above average growth rates from defensible product lines. We also held several medical equipment companies that continued to experience demand for high-quality, innovative products even in a weakened economy. Aging populations in the developed world combined with increased demand among developing countries helped create a favorable backdrop for these companies. Despite our avoidance of the credit-sensitive banks throughout 2008, our focus on trust banks and diversified asset managers led us to a slight overweight in financial services. Our largest underweight was in the transportation sector where lower fuel prices could not offset an environment of weak consumer spending and lackluster demand for shipping. We were also underweight the leisure sector due to a lack of compelling growth opportunities in restaurants, casinos, hotels and other entertainment businesses. Overall, we have and will continue to build the portfolio from the bottom up, focusing on large cap companies that seek to deliver sustainable above-average growth to their shareholders.
Thank you for your continued support.
| Sincerely, |
/s/ Donald E. Boggs |
| Donald E. Boggs, Chairman, Board of Managers |
| The Paul Revere Variable Annuity |
| Contract Accumulation Fund |
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Additional Information.
REMUNERATION OF THE BOARD OF MANAGERS
Unum Group paid all expenses relative to the operation of the Fund including Board of Managers’ fees. Accordingly, no member of the Board of Managers receives any remuneration from the Fund. The total aggregate remuneration paid to all members of the Board of Managers for the fiscal year ended December 31, 2008, was $2,400.00. This amount represents consideration paid for attendance at meetings of the Board of Managers. Those members of the Board of Managers deemed to be interested persons received direct remuneration or an indirect benefit as officers of PRV. None of the members of the Board of Managers, or officers of the Fund, who are also officers or employees of PRV or its affiliates, received any remuneration from the Fund.
Information concerning the nominees for re-election, as well as members of the Board of Managers whose terms will continue, follows with the same abbreviations of company names as used previously. Unless the contractowner withholds authorization on the Proxy, it is intended that the interest represented by the Proxy will be voted in favor of the election of the nominees.
None of the members of the Board of Managers who are not “interested persons” of the Fund within the meaning of section 2(a)(19) of the Investment Company Act of 1940 owns beneficially or of record securities of PRV or any of its affiliates.
PROXY VOTING POLICIES
A description of the Fund’s proxy voting policy and procedures is available without charge, upon written request, from the Secretary of the Board of Managers. Please send a written request to the Secretary of the Board of Managers, c/o Unum Group at 1 Fountain Square, Chattanooga, Tennessee 37402. You may also view a description of the Fund’s proxy voting policy and procedures on the SEC’s (Securities and Exchange Commission) website, www.sec.gov.
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended is available via the methods noted above.
On May 23, 2008, the Fund held its Annual Meeting of Contract owners to vote on (i) the election of members to the Board of Managers, (ii) the ratification of the selection and appointment of Ernst & Young LLP as the Independent Auditors for the Fund, and (iii) the transaction of such other business as may properly come before the meeting. At the meeting, a majority of Contract owners holding outstanding interests in the Fund voted (i) to elect H.C. Goodwin to the Board of Managers, and (ii) ratify the selection and appointment of Ernst & Young LLP as the Independent Auditor for the Fund.
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The final vote tallies for each item are as follows:
| No. of Shares | % of Outstanding Shares | % of Shares Voted | ||||||
1. Election of members of the Board of Managers | ||||||||
H. C. Goodwin | ||||||||
Affirmative | 75,572.451 | 50.737 | % | 93.070 | % | |||
Withhold | .000 | .000 | % | .000 | % | |||
Abstain | 5,627.247 | 3.778 | % | 6.930 | % | |||
TOTAL | 81,199.698 | 54.515 | % | 100.000 | % | |||
2. Proposal to ratify the selection and appointment of Ernst & Young LLP as the independent auditors for Accumulation Fund
|
| |||||||
Affirmative | 75,572.451 | 50.737 | % | 93.070 | % | |||
Withhold | .000 | .000 | % | .000 | % | |||
Abstain | 5,627.247 | 3.778 | % | 6.930 | % | |||
TOTAL | 81,199.698 | 54.515 | % | 100.000 | % | |||
The current members serving on the Board of Managers are H. C. Goodwin, Gordon T. Miller, Joan Sadowsky, Donald E. Boggs and David G. Fussell.
QUARTERLY FILING REQUIREMENTS
In November 2004, the Fund began filing its complete schedule of investments with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which when filed, is available without charge, upon written request, from the Secretary of the Board of Managers. Please send a written request to the Secretary of the Board of Managers, c/o Unum Group at 1 Fountain Square, Chattanooga, Tennessee 37402. You may also view its complete schedule of investments on Form N-Q on the SEC’s (Securities and Exchange Commission) website, www.sec.gov.
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STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information (SAI) includes additional information about members of the board of managers of the Registrant, and is available, without charge, upon request, toll-free at (800) 718-8824 for contractowners who call to request the SAI.
INFORMATION CONCERNING MEMBERS OF THE BOARD OF MANAGERS
(1) Name, Address, and Age | (2) Position(s) Held | (3) Term of Office and | (4) Principal | (5) Number of Portfolios | (6) Other Directorships | |||||
H. C. Goodwin (74) 11 Waters Road Millbury, MA 01527 | Member, Board of Managers | 2007-2010 6 years of service | President of Manufacturers Service Center, Inc. | 2 | None | |||||
Gordon T. Miller (86) 27 Briarwood Circle Worcester, MA 01606 | Vice Chairman, Board of Managers | 2007-2010 39 years of service | Retired; Former Vice President and Director of Industrial Relations of Barry Wright Corporation, Newton Lower Falls, MA. (antivibration products) | 2 | None | |||||
Joan Sadowsky (79) 770 Salisbury Street Apt. 576 Worcester, MA 01609 | Member, Board of Managers | 2006-2009 22 years of service | Retired; Former Vice President of Human Resources, Atlas Distributing Corporation, Auburn, MA (beverage distribution) | 2 | None | |||||
The members of the Board of Managers listed below are “interested persons” of the Fund within the meaning of section 2(a)(19) of the Investment Company Act of 1940.
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INFORMATION CONCERNING MEMBERS OF THE BOARD OF MANAGERS
(CONTINUED)
(1) Name, Address, and Age | (2) Position(s) Held with Fund | (3) Term of Office and Length of Time Served | (4) Principal Occupation(s) During Past 5 Years | (5) Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | (6) Other Directorships Held by Director or Nominee For Director | |||||
Donald E. Boggs* (63) 1 Fountain Square Chattanooga, TN 37402 | Chairman Board of Managers | 2007-2010 10 years of service | Retired, Senior Vice President Chattanooga, Tennessee | 2 | None | |||||
David G. Fussell* (61) 1 Fountain Square Chattanooga, TN 37402 | Member, Board of Managers | 2006-2009 6 years of service | Senior Vice President of Unum Group, Chattanooga, Tennessee | 2 | None | |||||
| * | Officers of PRV, (the investment advisor and sponsoring insurance company) and other subsidiaries within the Unum Group holding company system. |
None of the members of the Board of Managers who are not “interested persons” of the Fund within the meaning of section 2(a)(19) of the Investment Company Act of 1940 owns beneficially or of record securities of PRV or any of its affiliates.
CONTINUATION OF ADVISORY AGREEMENT
The Board of Managers of the Fund, including a majority of the members of the Board who are not parties to the investment advisory or sub-advisory agreements (“Agreements”) or interested persons (“Independent Managers”), as defined by the Investment Company Act of 1940, as amended (“1940 Act”), unanimously approved the continuation of the Agreements on February 27, 2008. In considering whether to continue the Agreements, the Board, including the Independent Managers, did not identify any single factor as determinative. Material matters considered by the Board, including the Independent Managers, in connection with their approval of the continuation of the Agreements, included, among others, the unique circumstances of the Fund, the nature, extent, and quality of the services to be provided by the adviser and sub-adviser, the historical performance of the Fund and the adviser and sub-adviser, the costs of the services provided and profits to be realized by the adviser and sub-adviser from their relationships with the Fund; the fixed fees and low and declining assets of the Fund, and the difficulty of finding other adviser to perform similar services given the circumstances.
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AUDITED FINANCIAL STATEMENTS
The Paul Revere Variable Annuity Contract Accumulation Fund
Years Ended December 31, 2008 and 2007
With Report of Independent Registered Public Accounting Firm
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The Paul Revere Variable Annuity Contract Accumulation Fund
Audited Financial Statements
December 31, 2008
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Report of Independent Registered Public Accounting Firm
The Owners and the Board of Managers of The Paul
Revere Variable Annuity Contract Accumulation Fund
of The Paul Revere Variable Annuity Insurance Company
We have audited the accompanying statements of assets and liabilities of The Paul Revere Variable Annuity Contract Accumulation Fund (comprising the Qualified and Non-Qualified Portfolios) (Fund) as of December 31, 2008, including the schedule of investments as of December 31, 2008, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Paul Revere Variable Annuity Contract Accumulation Fund (comprising the Qualified and Non-Qualified Portfolios) at December 31, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Chattanooga, Tennessee
February 23, 2009
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Statement of Assets and Liabilities
| Series Q (Qualified) | Series N (Non-Qualified) | |||||
ASSETS | ||||||
Investments in securities at market value | ||||||
(Cost: Series Q - $1,919,297) | ||||||
(Cost: Series N - $1,059,147) | $ | 1,470,369 | $ | 818,002 | ||
Cash | 7,765 | 15,623 | ||||
Dividends and Interest receivable | 1,527 | 832 | ||||
Receivable for investments sold | 66,506 | 21,707 | ||||
Total Assets | $ | 1,546,167 | $ | 856,164 | ||
LIABILITIES | ||||||
Payable for investments purchased | $ | 41,458 | $ | 23,895 | ||
Payable to The Paul Revere Variable Annuity Insurance Company | 12,551 | 3,697 | ||||
Total Liabilities | 54,009 | 27,592 | ||||
TOTAL NET ASSETS | $ | 1,492,158 | $ | 828,572 | ||
CONTRACT OWNERS’ EQUITY | ||||||
Deferred contracts | $ | 751,479 | $ | 426,366 | ||
Currently payable contracts | 740,679 | 402,206 | ||||
Total net assets | $ | 1,492,158 | $ | 828,572 | ||
ACCUMULATION UNITS OUTSTANDING | 178,692 | 96,546 | ||||
NET ASSET VALUE PER ACCUMULATION UNIT | $ | 8.350 | $ | 8.582 | ||
See accompanying notes to financial statements.
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| Year Ended December 31, 2008 Series Q (Qualified) | ||||
INVESTMENT LOSS | ||||
Income: | ||||
Dividends | $ | 36,037 | ||
Expenses: | ||||
Mortality and expense risk fees | 22,410 | |||
Investment management and advisory service fees | 23,855 | |||
Total expenses | 46,265 | |||
Net investment loss | (10,228 | ) | ||
REALIZED AND UNREALIZED LOSS ON INVESTMENTS | ||||
Net realized loss on investments sold | (296,961 | ) | ||
Net decrease in unrealized appreciation of investments | (630,964 | ) | ||
Net realized and unrealized loss on investments | (927,925 | ) | ||
Decrease in net assets from operations | $ | (938,153 | ) | |
| Year Ended December 31, 2008 Series N (Non-Qualified) | ||||
INVESTMENT LOSS | ||||
Income: | ||||
Dividends | $ | 17,126 | ||
Expenses: | ||||
Mortality and expense risk fees | 11,886 | |||
Investment management and advisory service fees | 13,533 | |||
Total expenses | 25,419 | |||
Net investment loss | (8,293 | ) | ||
REALIZED AND UNREALIZED LOSS ON INVESTMENTS | ||||
Net realized loss on investments sold | (138,524 | ) | ||
Net decrease in unrealized appreciation of investments | (351,613 | ) | ||
Net realized and unrealized loss on investments | (490,137 | ) | ||
Decrease in net assets from operations | $ | (498,430 | ) | |
See accompanying notes to financial statements.
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Statements of Changes in Net Assets
| For the years ended December 31 | ||||||||
| 2008 | 2007 | |||||||
| Series Q (Qualified) | Series Q (Qualified) | |||||||
INCREASE (DECREASE) IN NET ASSETS | ||||||||
Operations: | ||||||||
Net investment gain (loss) | $ | (10,228 | ) | $ | 8,213 | |||
Net realized gain (loss) on investments | (296,961 | ) | 844,010 | |||||
Net decrease in unrealized appreciation of investments | (630,964 | ) | (636,312 | ) | ||||
Increase (Decrease) in net assets from operations | (938,153 | ) | 215,911 | |||||
Payments to contract owners: | ||||||||
Annuity payments to contract owners | 191,875 | 242,125 | ||||||
Terminations and withdrawals to contract owners | 213,841 | 6,381,054 | ||||||
Total payments to contract owners | 405,716 | 6,623,179 | ||||||
Total decrease in net assets | (1,343,869 | ) | (6,407,268 | ) | ||||
NET ASSETS | ||||||||
Beginning of period | 2,836,028 | 9,243,296 | ||||||
End of period | $ | 1,492,158 | $ | 2,836,028 | ||||
| For the years ended December 31 | ||||||||
| 2008 | 2007 | |||||||
| Series N (Non-Qualified) | Series N (Non-Qualified) | |||||||
INCREASE (DECREASE) IN NET ASSETS | ||||||||
Operations: | ||||||||
Net investment loss | $ | (8,293 | ) | $ | (5,988 | ) | ||
Net realized gain (loss) on investments | (138,524 | ) | 146,146 | |||||
Net decrease in unrealized appreciation of investments | (351,613 | ) | (20,591 | ) | ||||
Increase in net assets from operations | (498,430 | ) | 119,567 | |||||
Payments to contract owners: | ||||||||
Annuity payments to contract owners | 41,261 | 54,102 | ||||||
Terminations and withdrawals to contract owners | 106,162 | 126,910 | ||||||
Total payments to contract owners | 147,423 | 181,012 | ||||||
Total decrease in net assets | (645,853 | ) | (61,445 | ) | ||||
NET ASSETS | ||||||||
Beginning of period | 1,474,425 | 1,535,870 | ||||||
End of period | $ | 828,572 | $ | 1,474,425 | ||||
See accompanying notes to financial statements.
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December 31, 2008
| Series Q (Qualified) | Series N (Non-Qualified) | |||||||||||||||||||||
Securities of Unaffiliated Companies | Number of Shares | Cost | Market Value | % of Net Assets | Number of Shares | Cost | Market Value | % of Net Assets | ||||||||||||||
Common Stocks | ||||||||||||||||||||||
Aerospace & Millitary Technology | ||||||||||||||||||||||
United Technologies Corporation | 731 | $ | 45,453 | $ | 39,182 | 2.63 | % | 410 | $ | 22,950 | $ | 21,976 | 2.65 | % | ||||||||
Beverages | ||||||||||||||||||||||
Diageo Capital PLC ADR | 377 | 31,377 | 21,391 | 215 | 17,472 | 12,199 | ||||||||||||||||
PepsiCo, Inc. | 840 | 53,085 | 46,007 | 472 | 27,984 | 25,851 | ||||||||||||||||
| 84,462 | 67,398 | 4.52 | % | 45,456 | 38,050 | 4.59 | % | |||||||||||||||
Broadcasting & Media | ||||||||||||||||||||||
Comcast Corporation * | 660 | 15,194 | 11,141 | 370 | 8,478 | 6,246 | ||||||||||||||||
Grupo Televisa SA ADR | 710 | 16,276 | 10,607 | 400 | 9,138 | 5,976 | ||||||||||||||||
Rogers Communications, Inc. | 275 | 10,817 | 8,272 | 155 | 5,881 | 4,662 | ||||||||||||||||
| 42,287 | 30,020 | 2.01 | % | 23,497 | 16,884 | 2.04 | % | |||||||||||||||
Commercial Services | ||||||||||||||||||||||
Omnicom Group, Inc. | 1,205 | 45,282 | 32,439 | 2.17 | % | 670 | 24,974 | 18,036 | 2.18 | % | ||||||||||||
Computer – Systems & Services | ||||||||||||||||||||||
Accenture, Ltd. | 1,300 | 40,077 | 42,627 | 710 | �� | 21,907 | 23,281 | |||||||||||||||
Apple, Inc. * | 170 | 14,571 | 14,509 | 92 | 8,764 | 7,852 | ||||||||||||||||
Automatic Data Processing, Inc. | 260 | 11,129 | 10,228 | 142 | 5,955 | 5,586 | ||||||||||||||||
eBay, Inc. * | 630 | 18,748 | 8,795 | 360 | 10,791 | 5,026 | ||||||||||||||||
EMC Corporation * | 1,180 | 18,771 | 12,354 | 655 | 10,420 | 6,858 | ||||||||||||||||
Fidelity National Information | 430 | 7,132 | 6,996 | 240 | 3,978 | 3,905 | ||||||||||||||||
Google, Inc., Class A * | 126 | 50,938 | 38,764 | 69 | 30,760 | 21,228 | ||||||||||||||||
Hewlett Packard Company | 500 | 17,199 | 18,145 | 278 | 9,568 | 10,089 | ||||||||||||||||
International Business Machines Corporation | 218 | 23,231 | 18,347 | 120 | 12,935 | 10,099 | ||||||||||||||||
Microsoft Corporation | 1,340 | 41,246 | 26,050 | 745 | 22,690 | 14,483 | ||||||||||||||||
Netapp, Inc. * | 910 | 20,172 | 12,713 | 530 | 11,380 | 7,404 | ||||||||||||||||
Oracle Corporation * | 3,730 | 65,430 | 66,133 | 2,090 | 35,902 | 37,056 | ||||||||||||||||
Research In Motion, Ltd. * | 200 | 20,635 | 8,116 | 110 | 11,204 | 4,464 | ||||||||||||||||
VeriSign, Inc. * | 460 | 15,151 | 8,777 | 260 | 8,438 | 4,961 | ||||||||||||||||
| 364,430 | 292,554 | 19.61 | % | 204,692 | 162,292 | 19.59 | % | |||||||||||||||
Conglomerate | ||||||||||||||||||||||
Danaher Corporation | 710 | 50,134 | 40,193 | 393 | 27,734 | 22,248 | ||||||||||||||||
3 M Company | 370 | 23,101 | 21,290 | 208 | 12,992 | 11,968 | ||||||||||||||||
| 73,235 | 61,483 | 4.12 | % | 40,726 | 34,216 | 4.13 | % | |||||||||||||||
Consumer Goods & Services | ||||||||||||||||||||||
Colgate-Palmolive Company | 382 | 26,463 | 26,182 | 214 | 14,657 | 14,668 | ||||||||||||||||
NIKE, Inc. | 390 | 18,924 | 19,890 | 218 | 10,742 | 11,118 | ||||||||||||||||
Proctor & Gamble Company | 470 | 27,836 | 29,055 | 262 | 15,799 | 16,197 | ||||||||||||||||
| 73,223 | 75,127 | 5.03 | % | 41,198 | 41,983 | 5.07 | % | |||||||||||||||
Electronics | ||||||||||||||||||||||
Thermo Fisher Scientific, Inc. * | 670 | 26,214 | 22,827 | 392 | 15,229 | 13,355 | ||||||||||||||||
Waters Corporation * | 530 | 20,920 | 19,425 | 295 | 11,612 | 10,812 | ||||||||||||||||
| 47,134 | 42,252 | 2.83 | % | 26,841 | 24,167 | 2.92 | % | |||||||||||||||
See accompanying notes to financial statements.
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Schedule of Investments (continued)
December 31, 2008
| Series Q (Qualified) | Series N (Non-Qualified) | |||||||||||||||||||||
Securities of Unaffiliated Companies | Number of Shares | Cost | Market Value | % of Net Assets | Number of Shares | Cost | Market Value | % of Net Assets | ||||||||||||||
Common Stocks | ||||||||||||||||||||||
Energy Services | ||||||||||||||||||||||
BHP Billiton, Ltd. ADR | 264 | $ | 22,285 | $ | 11,326 | 146 | $ | 12,152 | $ | 6,263 | ||||||||||||
Chevron Corporation | 330 | 25,841 | 24,410 | 185 | 14,532 | 13,685 | ||||||||||||||||
Exxon Mobil Corporation | 220 | 18,608 | 17,562 | 120 | 10,278 | 9,580 | ||||||||||||||||
Halliburton Company | 1,160 | 35,352 | 21,089 | 645 | 19,635 | 11,726 | ||||||||||||||||
Hess Corporation | 290 | 19,102 | 15,555 | 160 | 10,991 | 8,582 | ||||||||||||||||
Marathon Oil Corporation | 650 | 35,154 | 17,784 | 370 | 19,294 | 10,123 | ||||||||||||||||
Noble Corporation | 510 | 23,390 | 11,251 | 280 | 12,860 | 6,177 | ||||||||||||||||
Praxair, Inc. | 330 | 21,242 | 19,589 | 168 | 11,192 | 9,973 | ||||||||||||||||
Schlumberger, Ltd. | 110 | 10,594 | 4,656 | 60 | 5,809 | 2,540 | ||||||||||||||||
| 211,568 | 143,222 | 9.60 | % | 116,743 | 78,649 | 9.49 | % | |||||||||||||||
Financial Institutions | ||||||||||||||||||||||
American Express Company | 470 | 24,930 | 8,718 | 260 | 13,445 | 4,823 | ||||||||||||||||
Charles Schwab Corporation | 440 | 8,577 | 7,115 | 245 | 5,099 | 3,962 | ||||||||||||||||
CME Group, Inc. | 40 | 18,404 | 8,324 | 20 | 9,202 | 4,162 | ||||||||||||||||
Mastercard, Inc., Class A | 262 | 36,304 | 37,448 | 143 | 19,804 | 20,439 | ||||||||||||||||
State Street Corporation | 655 | 40,706 | 25,761 | 362 | 22,431 | 14,237 | ||||||||||||||||
The Bank of New York Mellon Corp. | 594 | 26,012 | 16,828 | 341 | 14,678 | 9,661 | ||||||||||||||||
Visa, Inc., Class A * | 190 | 8,503 | 9,966 | 104 | 4,762 | 5,455 | ||||||||||||||||
Western Union Company | 2,030 | 42,200 | 29,110 | 1,120 | 23,503 | 16,061 | ||||||||||||||||
| 205,636 | 143,270 | 9.60 | % | 112,924 | 78,800 | 9.51 | % | |||||||||||||||
Foods | ||||||||||||||||||||||
Nestle SA ADR | 557 | 22,698 | 21,770 | 1.46 | % | 320 | 12,462 | 12,507 | 1.51 | % | ||||||||||||
Health Services | ||||||||||||||||||||||
Medco Health Solutions, Inc. * | 220 | 8,361 | 9,220 | 0.62 | % | 120 | 4,580 | 5,029 | 0.61 | % | ||||||||||||
Medical & Health Products | ||||||||||||||||||||||
Allergan, Inc. | 650 | 31,510 | 26,208 | 356 | 17,375 | 14,354 | ||||||||||||||||
DENTSPLY International, Inc. | 300 | 8,394 | 8,472 | 200 | 5,668 | 5,648 | ||||||||||||||||
Genzyme Corporation * | 560 | 36,840 | 37,167 | 312 | 21,198 | 20,707 | ||||||||||||||||
Johnson & Johnson | 300 | 19,284 | 17,949 | 168 | 10,715 | 10,051 | ||||||||||||||||
Medtronic, Inc. | 1,020 | 41,570 | 32,049 | 582 | 24,406 | 18,286 | ||||||||||||||||
Merck KGaA ADR | 390 | 16,424 | 11,648 | 200 | 8,589 | 5,973 | ||||||||||||||||
Patterson Cos., Inc. * | 1,000 | 18,472 | 18,750 | 565 | 10,483 | 10,594 | ||||||||||||||||
Roche Holdings, Ltd. ADR | 390 | 35,270 | 29,772 | 200 | 17,756 | 15,268 | ||||||||||||||||
Stryker Corporation | 300 | 18,726 | 11,985 | 160 | 10,010 | 6,392 | ||||||||||||||||
VCA Antech, Inc. * | 550 | 17,083 | 10,934 | 300 | 9,263 | 5,964 | ||||||||||||||||
Wyeth | 235 | 11,471 | 8,815 | 128 | 5,724 | 4,801 | ||||||||||||||||
Zimmer Holdings * | 385 | 21,988 | 15,562 | 215 | 12,126 | 8,690 | ||||||||||||||||
| 277,032 | 229,311 | 15.37 | % | 153,313 | 126,728 | 15.27 | % | |||||||||||||||
Semiconductors | ||||||||||||||||||||||
Intel Corporation | 680 | 15,797 | 9,969 | 390 | 8,740 | 5,717 | ||||||||||||||||
Intersil Corporation | 930 | 20,083 | 8,547 | 520 | 11,145 | 4,779 | ||||||||||||||||
KLA-Tencor Corporation | 885 | 34,430 | 19,284 | 500 | 19,157 | 10,895 | ||||||||||||||||
National Semiconductor | 2,040 | 32,306 | 20,543 | 1,130 | 17,833 | 11,379 | ||||||||||||||||
Taiwan Semiconductor | 3,219 | 33,129 | 25,430 | 1,804 | 18,363 | 14,252 | ||||||||||||||||
| 135,745 | 83,773 | 5.61 | % | 75,238 | 47,022 | 5.68 | % | |||||||||||||||
See accompanying notes to financial statements.
6
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Schedule of Investments (continued)
December 31, 2008
| Series Q (Qualified) | Series N (Non-Qualified) | |||||||||||||||||||||
Securities of Unaffiliated Companies | Number of Shares | Cost | Market Value | % of Net Assets | Number of Shares | Cost | Market Value | % of Net Assets | ||||||||||||||
Common Stocks | ||||||||||||||||||||||
Stores | ||||||||||||||||||||||
Coach, Inc. * | 760 | 33,192 | 15,785 | 440 | 18,662 | 9,139 | ||||||||||||||||
CVS Caremark Corporation | 1,472 | 51,710 | 42,305 | 827 | 29,060 | 23,768 | ||||||||||||||||
Kohl’s Corporation * | 200 | 8,857 | 7,240 | 110 | 4,848 | 3,982 | ||||||||||||||||
Staples, Inc. | 1,280 | 29,802 | 22,938 | 695 | 16,076 | 12,454 | �� | |||||||||||||||
W.W. Grainger, Inc. | 270 | 21,588 | 21,287 | 148 | 11,834 | 11,668 | ||||||||||||||||
| 145,149 | 109,555 | 7.34 | % | 80,480 | 61,011 | 7.36 | % | |||||||||||||||
Telecommunications | ||||||||||||||||||||||
Amdocs, Ltd. ADR * | 1,070 | 36,897 | 19,570 | 595 | 18,875 | 10,883 | ||||||||||||||||
America Movil ADR Series L | 500 | 26,527 | 15,495 | 280 | 14,328 | 8,677 | ||||||||||||||||
Cisco Systems, Inc. * | 2,850 | 63,493 | 46,454 | 1,630 | 34,001 | 26,569 | ||||||||||||||||
| 126,917 | 81,519 | 5.47 | % | 67,204 | 46,129 | 5.57 | % | |||||||||||||||
Transportation | ||||||||||||||||||||||
United Parcel Service | 150 | 10,685 | 8,274 | 0.55 | % | 82 | 5,869 | 4,523 | 0.55 | % | ||||||||||||
Total Common Stocks | 1,919,297 | 1,470,369 | 98.54 | % | 1,059,147 | 818,002 | 98.72 | % | ||||||||||||||
Total Investments | $ | 1,919,297 | 1,470,369 | 98.54 | % | $ | 1,059,147 | 818,002 | 98.72 | % | ||||||||||||
Other assets less liabilities | 21,789 | 1.46 | % | 10,570 | 1.28 | % | ||||||||||||||||
Total Net Assets | $ | 1,492,158 | 100.00 | % | $ | 828,572 | 100.00 | % | ||||||||||||||
See accompanying notes to financial statements.
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Selected Per Unit Data and Ratios
| Year Ended December 31 | ||||||||||||||||||||
| 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
PER UNIT DATA (a) Series Q (Qualified) | ||||||||||||||||||||
Investment income | $ | 0.188 | $ | 0.090 | $ | 0.136 | $ | 0.111 | $ | 0.155 | ||||||||||
Expenses | 0.242 | 0.081 | 0.207 | 0.209 | 0.192 | |||||||||||||||
Net investment gain (loss) | (0.054 | ) | 0.009 | (0.071 | ) | (0.098 | ) | (0.037 | ) | |||||||||||
Net realized and unrealized gains (losses) on investments | (4.853 | ) | 0.237 | 0.700 | 0.269 | 0.760 | ||||||||||||||
Net increase (decrease) in net asset value | (4.907 | ) | 0.246 | 0.629 | 0.171 | 0.723 | ||||||||||||||
Accumulation unit net asset value: | ||||||||||||||||||||
Beginning of year | 13.257 | 13.011 | 12.382 | 12.211 | 11.488 | |||||||||||||||
End of year | $ | 8.350 | $ | 13.257 | $ | 13.011 | $ | 12.382 | $ | 12.211 | ||||||||||
Total Return | (37.01 | )% | 1.89 | % | 5.08 | % | 1.40 | % | 6.29 | % | ||||||||||
Series N (Non-Qualified) | ||||||||||||||||||||
Investment income | $ | 0.172 | $ | 0.211 | $ | 0.119 | $ | 0.109 | $ | 0.173 | ||||||||||
Expenses | 0.256 | 0.264 | 0.244 | 0.253 | 0.260 | |||||||||||||||
Net investment loss | (0.084 | ) | (0.053 | ) | (0.125 | ) | (0.144 | ) | (0.087 | ) | ||||||||||
Net realized and unrealized gains (losses) on investments | (4.928 | ) | 1.115 | 0.664 | 0.358 | 0.735 | ||||||||||||||
Net increase (decrease) in net asset value | (5.012 | ) | 1.062 | 0.539 | 0.214 | 0.648 | ||||||||||||||
Accumulation unit net asset value: | ||||||||||||||||||||
Beginning of year | 13.594 | 12.532 | 11.993 | 11.779 | 11.131 | |||||||||||||||
End of year | $ | 8.582 | $ | 13.594 | $ | 12.532 | $ | 11.993 | $ | 11.779 | ||||||||||
Total Return | (36.87 | )% | 8.47 | % | 4.49 | % | 1.82 | % | 5.82 | % | ||||||||||
(a) For a unit outstanding throughout the period. Additionally, the per unit amounts represent the proportionate distribution of actual investment results as related to the change in unit net asset values for the year and do not include any sales loads.
|
| |||||||||||||||||||
| Year Ended December 31 | ||||||||||||||||||||
| 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
RATIOS Series Q (Qualified) | ||||||||||||||||||||
Operating expenses to average accumulation fund balance | 2.07 | % | 1.77 | % | 1.64 | % | 1.65 | % | 1.65 | % | ||||||||||
Net investment gain (loss) to average accumulation fund balance | (0.46 | )% | 0.21 | % | (0.56 | )% | (0.77 | )% | (0.31 | )% | ||||||||||
Portfolio turnover rate | 46 | % | 60 | % | 81 | % | 74 | % | 94 | % | ||||||||||
Accumulation units outstanding at the end of the year | 179 | 214 | 710 | 768 | 797 | |||||||||||||||
| Year Ended December 31 | ||||||||||||||||||||
| 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
RATIOS Series N (Non-Qualified) | ||||||||||||||||||||
Operating expenses to average accumulation fund balance | 2.14 | % | 2.01 | % | 2.01 | % | 2.01 | % | 1.97 | % | ||||||||||
Net investment loss to average accumulation fund balance | (0.70 | )% | (0.41 | )% | (1.03 | )% | (1.14 | )% | (0.66 | )% | ||||||||||
Portfolio turnover rate | 52 | % | 66 | % | 83 | % | 74 | % | 93 | % | ||||||||||
Accumulation units outstanding at the end of the year | ||||||||||||||||||||
(in thousands) | 97 | 108 | 123 | 128 | 136 | |||||||||||||||
See accompanying notes to financial statements.
8
Table of Contents
December 31, 2008
| 1. | Organization |
The Paul Revere Variable Annuity Contract Accumulation Fund (“the Fund”) is a separate account of The Paul Revere Variable Annuity Insurance Company (“Paul Revere Variable”), and is registered under the Investment Company Act of 1940 as an open-end diversified investment company. Paul Revere Variable is a wholly-owned subsidiary of The Paul Revere Life Insurance Company (“Paul Revere Life”) which in turn is wholly-owned by The Paul Revere Corporation which is wholly-owned by Unum Group, formerly UnumProvident Corporation. The Fund is the investment vehicle for Paul Revere Variable’s tax-deferred group annuity contracts. The Fund consists of two series. Series Q is applicable to contracts which were afforded special tax treatment under the Internal Revenue Code and are commonly referred to as “qualified contracts”. Series N is applicable to all other contracts and are commonly referred to as “non-qualified contracts”.
| 2. | Accounting policies |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in those statements and accompanying notes. Actual results may differ from such estimates.
Common stocks are stated at market values which are based on the last sales prices at December 31, 2008, as reported on national security exchanges. Unrealized investment gains and losses are included in contract owners’ equity. Realized gains and losses on investments sold are determined on the basis of specific identification of investments. Security transactions are accounted for on the day after the securities are purchased or sold. Dividend income is recorded on the ex-dividend date. Interest income is accrued on a daily basis.
The Fund does not distribute net investment income and net realized capital gains through dividends to contract owners. The allocation of net investment income and net realized capital gains occurs automatically in the daily determination of unit net asset values. They are, therefore, included in the value of the contracts in force and in payments to contract owners.
Contract owners’ equity is comprised of two components. Deferred contracts terminable by owner represent amounts attributable to contracts which have not yet annuitized. Currently payable contracts include amounts equivalent to the annuity reserves relating to contracts with current annuities. Annuity reserves are computed for currently payable contracts according to the 1900 Progressive Annuity Mortality Table. The assumed interest rate is either 3.5% or 5% according to the option elected by the annuitant at the time of conversion. Paul Revere Variable bears all the mortality risk associated with these contracts.
| 3. | Investment advisor |
Paul Revere Variable acts as investment advisor and underwriter to the Fund and provides mortality and expense guarantees to holders of variable annuity contracts. For these services, Paul Revere Variable receives mortality and expense risk fees and investment management and advisory service fees as shown on the statements of operations which, on an annual basis, will not exceed 2% of the average daily net asset value of the Fund. The current rate for such fees is 1.5% of the average daily net asset value of the Fund. Additionally, Paul Revere Variable charges a professional services fee. This fee is charged every valuation day at a rate of $50 for the qualified contracts and $30 for the non-qualified contracts. The professional service fees charged in 2008 were $12,500 and $7,500 for the qualified and non-qualified contracts, respectively.
Certain administrative services of the Fund are provided by The Variable Annuity Life Insurance Company (“VALIC”) under a contract dated May 15, 1998. These services include processing of unit transactions and daily unit value calculations subsequent to December 1, 1998 as well as accounting and other services.
9
Table of Contents
Notes to Financial Statements (continued)
December 31, 2008
| 4. | Investment sub-advisor |
Under an investment sub-advisory agreement with MFS Institutional Advisors, Inc. (“MFSI”), MFSI provides investment management services to Paul Revere Variable for a fee which, on an annual basis, will equal 0.35% of the average daily net assets of each series of the Fund. This fee is borne by Paul Revere Variable only and does not represent an additional charge to the Fund.
| 5. | Fair Value Measurements |
Effective January 1, 2008, the Fund adopted the provisions of Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is intended to increase consistency and comparability among fair value estimates used in financial reporting. It does not require any new fair value measurements. SFAS 157 clarifies a number of considerations with respect to fair value measurement objectives for financial reporting and expands disclosure about the use of fair value measurements, with particular emphasis on the inputs used to measure fair value. This disclosure is intended to provide users of the financial statements the ability to assess the reliability of an entity’s fair value measurements. The adoption of SFAS 157 did not materially change the approach or methods utilized for determining fair value measurements or the fair values derived under those methods.
SFAS 157 requires financial instruments measured at fair value to be categorized into a three-level classification. The lowest level input that is significant to the fair value measurement of a financial instrument is used to categorize the instrument and reflects the judgment of management. The valuation criteria for each level is summarized as follows:
| • | Level 1 – Inputs are unadjusted and represent quoted prices in active markets for identical assets at the measurement date. |
| • | Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset through correlation with market data at the measurement date. |
| • | Level 3 – Inputs reflect management’s best estimate of what market participants would use in pricing the asset at the measurement date. Financial assets presented at fair value and categorized as Level 3 are generally those that are valued using unobservable inputs. |
As of December 31, 2008, all investments held by the Fund were valued using Level 1 inputs as defined by SFAS 157.
| 6. | Federal income taxes |
The Fund’s operations are included with those of Paul Revere Variable, which is taxed as a life insurance company under the Internal Revenue Code and is included in a consolidated federal tax return filed by Paul Revere Life. In the opinion of Paul Revere Variable management, current law provides that investment income and capital gains from assets maintained in the Fund for the exclusive benefit of the contract owners are generally not subject to federal income tax. However, to the extent that Paul Revere Variable incurs federal income taxes based on the income from the Fund’s assets, the Fund will be charged. No charges for federal income taxes have been made since the inception of the Fund.
10
Table of Contents
Notes to Financial Statements (continued)
December 31. 2008
| 7. | Security transactions |
The aggregate cost of securities purchased and proceeds of securities sold, other than securities with maturities of one year or less, were as follows:
| Series Q (Qualified) | Series N (Non-Qualified) | |||||||||||
| Purchases | Sales | Purchases | Sales | |||||||||
Year ended December 31, 2008 | $ | 1,004,591 | $ | 1,428,978 | $ | 606,729 | $ | 743,661 | ||||
At December 31, 2008, net unrealized depreciation of investments in Series Q, amounting to $448,928, consisted of unrealized gains of $10,533 and unrealized losses of $459,461; net unrealized depreciation of investments in Series N, amounting to $241,145, consisted of unrealized gains of $5,767 and unrealized losses of $246,912.
| 8. | Accumulation units |
The change in the number of accumulation units outstanding were as follows:
| Series Q (Qualified) | ||||||
| 2008 | 2007 | |||||
Units outstanding at beginning of year | 213,924 | 710,397 | ||||
Units withdrawn from contracts: | ||||||
Annuity payments | 17,087 | 18,618 | ||||
Termination and withdrawals | 18,145 | 477,855 | ||||
Net units withdrawn | 35,232 | 496,473 | ||||
Contract units withdrawn in excess of units credited | (35,232 | ) | (496,473 | ) | ||
Units outstanding at end of year | 178,692 | 213,924 | ||||
On February 16, 2007, Series Q of the Fund had a termination in the amount of $6,036,756. The termination was requested by the UnumProvident Corporation Pension Plan in an effort to consolidate various pension plan assets into a centralized investment location.
| Series N (Non-Qualified) | ||||||
| 2008 | 2007 | |||||
Units outstanding at beginning of year | 108,464 | 122,558 | ||||
Units withdrawn from contracts: | ||||||
Annuity payments | 3,595 | 4,088 | ||||
Termination and withdrawals | 8,323 | 10,006 | ||||
Net units withdrawn | 11,918 | 14,094 | ||||
Contract units withdrawn in excess of units credited | (11,918 | ) | (14,094 | ) | ||
Units outstanding at end of year | 96,546 | 108,464 | ||||
11
Table of Contents
Item 2. Code of Ethics.
(a) The Registrant has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the Registrant’s Code of Ethics is filed herewith as Exhibit 12(a)(1).
(b) During the period covered by this report, no amendments were made to the provisions of the Code of Ethics described in 2(a) above.
(c) During the period covered by this report, no implicit or explicit waivers of the provisions of the Code of Ethics described in 2(a) above were granted.
Item 3. Audit Committee Financial Expert.
The Fund has assets of under $10 million. It has no audit committee and no audit committee financial expert. The Board of Managers of the Fund consists of independent directors that control 3/5 of the Board. The Board receives quarterly reports on the transactions in the Fund. Because of the nature of the Fund’s business there are no sensitive accounting estimates used in preparation of the financial statements of the Fund.
Item 4. Principal Accountant Fees and Services.
All audit and other fees paid to the auditors for work related to the Fund are paid by Unum Group and are not charged to or paid from the Fund.
Audit Fees – Ernst & Young LLP billed Unum Group $19,000.00 for the audit of the financial statements of the Fund for 2008, and $18,100.00 for the audit of the financial statements of the Fund for 2007.
Audit-Related Fees – The aggregate fees for audit related services rendered by Ernst & Young LLP to the Fund, the investment adviser or any entity controlling, controlled by or under common control with the investment adviser in 2008 and 2007 for such services were $0.00 and $0.00.
Tax Fees – The aggregate fees related to tax compliance, tax advice and tax planning services to the Fund for fiscal years ended December 31, 2008, and December 31, 2007, were $0.00 and $0.00.
All Other Fees – The aggregate fees rendered by Ernst & Young LLP to the Fund, the investment adviser or any entity controlling, controlled by or under common control with the investment adviser, or Unum Group for such services to the Fund in 2008 and 2007 were $0.00 and $0.00.
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Item 5. Audit Committee of Listed Registrants.
Not applicable to Registrant.
Item 6. Schedule of Investments.
The Registrant’s Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to Registrant.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to Registrant.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to Registrant.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Managers.
Item 11. Controls and Procedures.
(a) Within the 90-day period prior to the filing of this report, the Registrant’s management, including the person serving as both the Registrant’s Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures as defined in Investment Company Act Rule 30a-3(c). Based on that evaluation, the Chief Executive Officer/Chief Financial Officer concluded that the Registrant’s disclosure controls and procedures were effective as of the date of that evaluation.
(b) No change in the Registrant’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting, occurred during the Registrant’s most recent second fiscal half-year.
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Item 12. Exhibits.
The following exhibits are attached to this Form N-CSR:
(1) Code of Ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, attached hereto as Exhibit 12(a)(1).
(2) Certification for each principal executive and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 C.F.R. 270.30a-2(a)), attached hereto as Exhibit 12(a)(2).
(3) Certification for each principal executive and principal financial officer of the registrant as required by Rule 30a-2(b) under the Act (17 C.F.R. 270.30a-2(b)), attached hereto as Exhibit 12(a)(3).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Paul Revere Variable Annuity
Contract Accumulation Fund
| By (Signature and Title): | /s/ Donald E. Boggs | |||
| Donald E. Boggs, Chairman, Board of Managers | ||||
Signing in the capacity of Chief Executive Officer and Chief Financial Officer |
Date: March 2, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.
| By (Signature and Title): | /s/ Donald E. Boggs | |||
| Donald E. Boggs, Chairman, Board of Managers | ||||
Signing in the capacity of Chief Executive Officer and Chief Financial Officer |
Date: March 2, 2009