<PAGE>
File Nos. 333-63091
811-7767
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 6
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 20
SEPARATE ACCOUNT KG OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Exact Name of Registrant)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Name of Depositor)
440 Lincoln Street
Worcester, MA 01653
(Address of Depositor's Principal Executive Offices)
(508) 855-1000
(Depositor's Telephone Number, including Area Code)
Mary Eldridge, Secretary
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
(Name and Address of Agent for Service of Process)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b) of Rule 485
----
X on May 1, 2000 pursuant to paragraph (b) of Rule 485
----
60 days after filing pursuant to paragraph (a) (1) of Rule 485
----
on (date) pursuant to paragraph (a) (1) of Rule 485
----
this post-effective amendment designates a new effective
---- date for a previously filed post-effective amendment
VARIABLE ANNUITY CONTRACTS
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("1940
Act"), Registrant hereby declares that an indefinite amount of its securities is
being registered under the Securities Act of 1933 ("1933 Act"). The Rule 24f-2
Notice for the issuer's fiscal year ended December 31, 1999 was filed on or
before March 30, 2000.
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CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4
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FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
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<C> <S>
1..........................Cover Page
2..........................Special Terms
3..........................Summary of Fees and Expenses; Summary of Contract Features
4..........................Condensed Financial Information; Performance Information
5..........................Description of the Companies, the Variable Accounts, and the Underlying
Investment Companies
6..........................Charges and Deductions
7..........................Description of the Contract
8..........................Electing the Form of Annuity and Annuity Date; Description of Variable
Annuity Payout Options; Annuity Benefit Payments
9..........................Death Benefit
10.........................Payments; Computation of Values; Distribution
11.........................Surrender; Withdrawals; Texas Optional Retirement Program
12.........................Federal Tax Considerations
13.........................Legal Matters
14.........................Statement of Additional Information - Table of Contents
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FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
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<C> <S>
15.........................Cover Page
16.........................Table of Contents
17.........................General Information and History
18.........................Services
19.........................Underwriters
20.........................Underwriters
21.........................Performance Information
22.........................Annuity Benefit Payments
23.........................Financial Statements
</TABLE>
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SEPARATE ACCOUNT KG
(KEMPER GATEWAY ADVISOR)
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 2000
* * *
An Application for an Order of Exemption has been filed with the Securities and
Exchange Commission on behalf of Allmerica Financial Life Insurance and Annuity
Company, First Allmerica Financial Life Insurance Company, Separate Account KG,
and Allmerica Investments, Inc. (collectively referred to herein as the
"Applicants"), to permit the Applicants to deduct a charge for an optional
benefit rider in the manner set out in "WHAT CHARGES WILL I INCUR UNDER MY
CONTRACT?" under the SUMMARY OF CONTRACT FEATURES, "Optional Enhanced Death
Benefit Rider" under DESCRIPTION OF THE CONTRACT, "G. Death Benefit," and "C.
Optional Benefit Rider Charges" under the CHARGES AND DEDUCTIONS sections of the
prospectus. The language contained in the prospectus describing the charge for
the optional benefit rider will apply once the Application for an Order of
Exemption has been granted.
While the Application for an Order of Exemption is pending, the first sentence
of the fifth paragraph of "WHAT CHARGES WILL I INCUR UNDER MY CONTRACT" is
hereby replaced by the following:
Subject to state availability, optional benefit riders are available for an
additional charge equal to an annual rate of 0.25% for Minimum Guaranteed
Annuity Payout Rider with a ten-year waiting period, 0.15% for a Minimum
Guaranteed Annuity Payout Rider with a fifteen-year waiting period and 0.25% for
an Enhanced Death Benefit Rider, which is deducted on the last day of each
month.
* * *
The second sentence of the last paragraph of "Optional Enhanced Death Benefit
Rider" is hereby replaced by the following:
On the last day of each month, a charge equal to 1/12th of the annual rate is
made against the Accumulated Value of the Contract at that time.
* * *
<PAGE>
The first two paragraphs of "C. Optional Benefit Rider Charges" is hereby
replaced by the following:
Subject to state availability, the Company offers an optional Minimum Guaranteed
Annuity Payout Rider that may be elected by the Owner. A separate monthly charge
is made for the Rider. On the last day of each month a charge equal to 1/12th of
the applicable annual rate (see table below) is made against the Accumulated
Value of the Contract at that time. The charge is made through a pro-rata
reduction of the Accumulated Value of the Sub-Accounts, the Fixed Account and
the Guarantee Period Accounts (based on the relative value that the Accumulation
Units of the Sub-Accounts, the dollar amounts in the Fixed Account and the
dollar amounts in the Guarantee Period Accounts bear to the total Accumulated
Value).
The applicable charge is assessed on the Accumulated Value on the last day of
each month, multiplied by 1/12th of the following annual percentage rates:
* * *
SUPPLEMENT DATED MAY 1, 2000
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
WORCESTER, MASSACHUSETTS
This Prospectus provides important information about the Kemper Gateway Advisor
variable annuity contracts issued by Allmerica Financial Life Insurance and
Annuity Company (in all jurisdictions except Hawaii and New York) and First
Allmerica Financial Life Insurance Company in New York and Hawaii. The contract
is a flexible payment tax-deferred combination variable and fixed annuity
offered on both a group and individual basis. PLEASE READ THIS PROSPECTUS
CAREFULLY BEFORE INVESTING AND KEEP IT FOR FUTURE REFERENCE. ANNUITIES INVOLVE
RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL.
A Statement of Additional Information dated May 1, 2000 containing more
information about this annuity is on file with the Securities and Exchange
Commission and is incorporated by reference into this Prospectus. A copy may be
obtained free of charge by calling Allmerica Investments, Inc., at
1-800-782-8380. The Table of Contents of the Statement of Additional Information
is listed on page 4 of this Prospectus. This Prospectus and the Statement of
Additional Information can also be obtained from the Securities and Exchange
Commission's website (http://www.sec.gov).
The Variable Account, known as Separate Account KG is subdivided into
Sub-Accounts. Each Sub-Account offered as an investment option under this
contract invests exclusively in shares of one of the following portfolios:
<TABLE>
<S> <C>
KEMPER VARIABLE SERIES SCUDDER VARIABLE LIFE INVESTMENT FUND (CLASS A)
Kemper Aggressive Growth Portfolio Scudder 21st Century Growth Portfolio
Kemper Technology Growth Portfolio Scudder International Portfolio
KVS Dreman Financial Services Portfolio Scudder Global Discovery Portfolio
Kemper Small Cap Growth Portfolio Scudder Capital Growth Portfolio
Kemper Small Cap Value Portfolio Scudder Growth and Income Portfolio
KVS Dreman High Return Equity Portfolio
Kemper International Portfolio THE ALGER AMERICAN FUND
Kemper New Europe Portfolio Alger American Leveraged AllCap Portfolio
Kemper Global Blue Chip Portfolio Alger American Balanced Portfolio
Kemper Growth Portfolio
Kemper Contrarian Value Portfolio DREYFUS INVESTMENT PORTFOLIOS
Kemper Blue Chip Portfolio Dreyfus MidCap Stock Portfolio
Kemper Value+Growth Portfolio
KVS Index 500 Portfolio THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
Kemper Horizon 20+ Portfolio Dreyfus Socially Responsible Growth Fund
Kemper Total Return Portfolio
Kemper Horizon 10+ Portfolio JANUS ASPEN SERIES*
Kemper High Yield Portfolio Janus Aspen Growth Portfolio
Kemper Horizon 5 Portfolio Janus Aspen Growth and Income Portfolio
Kemper Strategic Income Portfolio
Kemper Investment Grade Bond Portfolio WARBURG PINCUS TRUST
Kemper Government Securities Portfolio Warburg Pincus Emerging Markets Portfolio
Kemper Money Market Portfolio Warburg Pincus Global Post-Venture Capital
KVS Focused Large Cap Growth Portfolio Portfolio
KVS Growth Opportunities Portfolio
KVS Growth And Income Portfolio
</TABLE>
* The Janus Aspen Growth Portfolio and the Janus Aspen Growth and Income
Portfolio are not available to those who purchase this contract on or after
May 1, 2000.
THIS ANNUITY IS NOT: A BANK DEPOSIT OR OBLIGATION; FEDERALLY INSURED; OR
ENDORSED BY ANY BANK OR GOVERNMENTAL AGENCY.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED THAT THE INFORMATION IN THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
DATED MAY 1, 2000
<PAGE>
The Fixed Account, which is part of the Company's General Account, is an
investment option that pays an interest rate guaranteed for one year from the
time a payment is received. Another investment option, the Guarantee Period
Accounts, offers fixed rates of interest for specified periods ranging from 2 to
10 years. A Market Value Adjustment is applied to payments removed from a
Guarantee Period Account before the end of the specified period. The Market
Value Adjustment may be positive or negative. Payments allocated to a Guarantee
Period Account are held in the Company's Separate Account GPA (except in
California where they are allocated to the General Account.)
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SPECIAL TERMS............................................... 5
SUMMARY OF FEES AND EXPENSES................................ 7
SUMMARY OF CONTRACT FEATURES................................ 14
DESCRIPTION OF THE COMPANIES, THE VARIABLE ACCOUNTS, AND THE
UNDERLYING INVESTMENT COMPANIES............................ 20
INVESTMENT OBJECTIVES AND POLICIES.......................... 21
PERFORMANCE INFORMATION..................................... 25
DESCRIPTION OF THE CONTRACT................................. 27
A. Payments............................................. 27
B. Right to Cancel Individual Retirement Annuity........ 28
C. Right to Cancel All Other Contracts.................. 28
D. Transfer Privilege................................... 28
Automatic Transfers and Automatic Account
Rebalancing Options................................. 29
E. Surrender............................................ 30
F. Withdrawals.......................................... 30
Systematic Withdrawals.............................. 31
Life Expectancy Distributions....................... 31
G. Death Benefit........................................ 32
Death of an Owner Prior to the Annuity Date......... 32
Optional Enhanced Death Benefit Rider............... 32
Payment of the Death Benefit........................ 33
H. The Spouse of the Owner as Beneficiary............... 33
I. Assignment........................................... 33
J. Electing the Form of Annuity and Annuity Date........ 33
K. Description of Variable Annuity Payout Options....... 34
L. Annuity Benefit Payments............................. 36
Determination of the First Variable Annuity Benefit
Payment............................................. 36
The Annuity Unit.................................... 36
Determination of the Number of Annuity Units........ 36
Dollar Amount of Subsequent Variable Annuity Benefit
Payments............................................ 36
M. Optional Minimum Guaranteed Annuity Payout (M-GAP)
Rider................................................... 37
N. NORRIS Decision...................................... 39
O. Computation of Values................................ 39
The Accumulation Unit............................... 39
Net Investment Factor............................... 40
CHARGES AND DEDUCTIONS...................................... 41
A. Variable Account Deductions.......................... 41
Mortality and Expense Risk Charge................... 41
Administrative Expense Charge....................... 41
Other Charges....................................... 41
B. Contract Fee......................................... 42
C. Optional Benefit Rider Charges....................... 42
D. Premium Taxes........................................ 42
E. Transfer Charge...................................... 43
GUARANTEE PERIOD ACCOUNTS................................... 44
FEDERAL TAX CONSIDERATIONS.................................. 46
A. General.............................................. 46
The Company......................................... 46
Diversification Requirements........................ 46
Investor Control.................................... 46
B. Qualified and Non-Qualified Contracts................ 47
</TABLE>
3
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<TABLE>
<S> <C>
C. Taxation of the Contract in General.................. 47
Withdrawals Prior to Annuitization.................. 47
Annuity Payouts After Annuitization................. 47
Penalty on Distribution............................. 47
Assignments or Transfers............................ 48
Nonnatural Owners................................... 48
Deferred Compensation Plans of State and Local
Governments and Tax-Exempt Organizations............ 48
D. Tax Withholding...................................... 48
E. Provisions Applicable to Qualified Employer Plans.... 49
Corporate and Self-Employed Pension and Profit
Sharing Plans....................................... 49
Individual Retirement Annuities..................... 49
Tax-Sheltered Annuities............................. 49
Texas Optional Retirement Program................... 50
STATEMENTS AND REPORTS...................................... 50
LOANS (QUALIFIED CONTRACTS ONLY)............................ 50
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS........... 50
CHANGES TO COMPLY WITH LAW AND AMENDMENTS................... 51
VOTING RIGHTS............................................... 52
DISTRIBUTION................................................ 52
LEGAL MATTERS............................................... 52
FURTHER INFORMATION......................................... 52
APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT...... A-1
APPENDIX B -- THE MARKET VALUE ADJUSTMENT................... B-1
APPENDIX C -- CONDENSED FINANCIAL INFORMATION............... C-1
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
GENERAL INFORMATION AND HISTORY............................. 2
TAXATION OF THE CONTRACT, THE VARIABLE ACCOUNT AND THE
COMPANY.................................................... 3
SERVICES.................................................... 3
UNDERWRITERS................................................ 4
ANNUITY BENEFIT PAYMENTS.................................... 4
ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING)
PROGRAM.................................................... 6
PERFORMANCE INFORMATION..................................... 6
TAX-DEFERRED ACCUMULATION................................... 10
FINANCIAL STATEMENTS........................................ F-1
</TABLE>
4
<PAGE>
SPECIAL TERMS
ACCUMULATED VALUE: the total value of all Accumulation Units in the Sub-Accounts
plus the value of all accumulations in the Fixed Account and Guarantee Period
Accounts credited to the Contract on any date before the Annuity Date.
ACCUMULATION UNIT: a unit of measure used to calculate the value of a
Sub-Account before annuity benefit payments begin.
ANNUITANT: the person designated in the Contract whose life is used to determine
the duration of annuity benefit payments involving a life contingency. Joint
Annuitants are permitted and, unless otherwise indicated, any reference to
Annuitant shall include Joint Annuitants.
ANNUITY DATE: the date on which annuity benefit payments begin. This date may
not be later than the first day of the month before the Owner's 99th birthday.
ANNUITY UNIT: a unit of measure used to calculate the value of the periodic
annuity benefit payments under the Contract.
COMPANY: unless otherwise specified, any reference to the "Company" shall refer
exclusively to Allmerica Financial Life Insurance and Annuity Company for
contracts issued in all jurisdictions except Hawaii and New York and exclusively
to First Allmerica Financial Life Insurance Company for contracts issued in
Hawaii and New York.
FIXED ACCOUNT: an investment option under the Contract that guarantees principal
and a fixed minimum interest rate and which is part of the Company's General
Account.
FIXED ANNUITY PAYOUT: an annuity payout option providing for annuity benefit
payments which remain fixed in amount throughout the annuity benefit payment
period selected.
GENERAL ACCOUNT: all the assets of the Company other than those held in a
separate account.
GUARANTEE PERIOD: the number of years that a Guaranteed Interest Rate is
credited to a Guarantee Period Account.
GUARANTEE PERIOD ACCOUNT: an account which corresponds to a Guaranteed Interest
Rate for a specified Guarantee Period.
GUARANTEED INTEREST RATE: the annual effective rate of interest, after daily
compounding, credited to a Guarantee Period Account.
MARKET VALUE ADJUSTMENT: a positive or negative adjustment to earnings in the
Guarantee Period Account assessed if any portion of a Guarantee Period Account
is withdrawn or transferred prior to the end of its Guarantee Period.
OWNER (YOU): the person, persons or entity entitled to exercise the rights and
privileges under this Contract. Joint Owners are permitted if one of the two is
an Annuitant and, unless otherwise indicated, any reference to Owner shall
include Joint Owners.
SUB-ACCOUNT: a subdivision of the Variable Account investing exclusively in the
shares of a corresponding portfolio of Kemper Variable Series ("KVS"), Scudder
Variable Life Investment Fund (Class A) ("Scudder
5
<PAGE>
VLIF"), The Alger American Fund ("Alger"), Dreyfus Investment Portfolios, The
Dreyfus Socially Responsible Growth Fund, Inc. (the "Dreyfus Socially
Responsible Growth Fund"), Janus Aspen Series ("Janus Aspen") or Warburg Pincus
Trust ("Warburg").
SURRENDER VALUE: the Accumulated Value of the Contract on full surrender after
application of any applicable Contract fee, rider charge and Market Value
Adjustment.
UNDERLYING PORTFOLIO (PORTFOLIOS): currently, the twenty-six Portfolios of KVS,
the five Portfolios of Scudder VLIF, the two Portfolios of The Alger American
Fund, the one Portfolio of Dreyfus Investment Portfolios, the one Portfolio of
the Dreyfus Socially Responsible Growth Fund, the two Portfolios of Janus Aspen
and the two Portfolios of Warburg in which the Sub-Accounts invest.
VALUATION DATE: a day on which the net asset value of the shares of any of the
Underlying Portfolios is determined and unit values of the Sub-Accounts are
determined. Valuation Dates currently occur on each day on which the New York
Stock Exchange is open for trading, as well as each day otherwise required.
VARIABLE ACCOUNT: Separate Account KG, one of the Company's separate accounts,
consisting of assets segregated from other assets of the Company. The investment
performance of the assets of the Variable Account is determined separately from
the other assets of the Company, and are not chargeable with liabilities arising
out of any other business which the Company may conduct.
VARIABLE ANNUITY PAYOUT: an annuity payout option in the payout phase providing
for payments varying in amount in accordance with the investment experience of
certain of the Portfolios.
6
<PAGE>
SUMMARY OF FEES AND EXPENSES
There are certain fees and expenses that you will bear under the Kemper Gateway
Advisor Contract. The purpose of the following tables is to assist you in
understanding these fees and expenses. The tables show (1) charges under the
Contract, (2) annual expenses of the Sub-Accounts, and (3) annual expenses of
the Underlying Portfolios. In addition to the charges and expenses described
below, premium taxes are applicable in some states and are deducted as described
under "D. Premium Taxes" under CHARGES AND DEDUCTIONS.
<TABLE>
<CAPTION>
CHARGE
(1) CONTRACT CHARGES: ------
<S> <C>
NONE
SALES CHARGE IMPOSED ON PAYMENTS:
NONE
SURRENDER CHARGE:
None
TRANSFER CHARGE:
The Company currently makes no charge for processing
transfers and guarantees that the first 12 transfers in a
Contract year will not be subject to a transfer charge.
For each subsequent transfer, the Company reserves the
right to assess a charge, guaranteed never to exceed $25,
to reimburse the Company for the costs of processing the
transfer.
$35*
ANNUAL CONTRACT FEE:
The fee is deducted annually and upon surrender prior to
the Annuity Date when Accumulated Value is less than
$75,000.
OPTIONAL RIDER CHARGES:
Under the following riders, 1/12th of the annual charge is
deducted pro-rata on a monthly basis at the end of each
month and, if applicable, at termination of the rider. The
charge on an annual basis as a percentage of the
Accumulated Value is:
Optional Minimum Guaranteed Annuity Payout (M-GAP) Rider 0.25%
with a ten-year waiting period:
Optional Minimum Guaranteed Annuity Payout (M-GAP) Rider 0.15%
with a fifteen year waiting period:
Optional Enhanced Death Benefit Rider: 0.25%
(2) ANNUAL SUB-ACCOUNT EXPENSES:
(on an annual basis as percentage of average daily net
assets)
Mortality and Expense Risk Charge: 1.25%
Administrative Expense Charge: 0.15%
------
Total Annual Expenses: 1.40%
</TABLE>
*This fee may vary by state. See your Contract for more information.
7
<PAGE>
(3) ANNUAL UNDERLYING PORTFOLIO EXPENSES: Total expenses of the Underlying
Portfolios are not fixed or specified under the terms of the Contract and will
vary from year to year. The levels of fees and expenses also vary among the
Underlying Portfolios. The following table shows the expenses of the Underlying
Portfolios as a percentage of average net assets for the year ended
December 31, 1999, as adjusted for any material changes.
<TABLE>
<CAPTION>
MANAGEMENT FEE TOTAL PORTFOLIO
(AFTER ANY OTHER EXPENSES EXPENSES (AFTER ANY
FEE REDUCTIONS/ (AFTER ANY FEE REDUCTIONS/
UNDERLYING PORTFOLIO VOLUNTARY WAIVERS) REIMBURSEMENTS) WAIVERS/REIMBURSEMENTS)
- -------------------- ------------------ --------------- -----------------------
<S> <C> <C> <C>
Kemper Aggressive Growth Portfolio*...... 0.00% 0.95% 0.95%(2)
Kemper Technology Growth Portfolio *..... 0.51% 0.44% 0.95%(2)
KVS Dreman Financial Services
Portfolio............................... 0.70% 0.29% 0.99%(2)
Kemper Small Cap Growth Portfolio........ 0.65% 0.06% 0.71%
Kemper Small Cap Value Portfolio......... 0.75% 0.09% 0.84%(1)
KVS Dreman High Return Equity
Portfolio............................... 0.75% 0.11% 0.86%(2)
Kemper International Portfolio........... 0.75% 0.19% 0.94%
Kemper New Europe Portfolio.............. 0.00% 1.12% 1.12%(2)
Kemper Global Blue Chip Portfolio........ 0.00% 1.56% 1.56%(2)
Kemper Growth Portfolio.................. 0.60% 0.06% 0.66%
Kemper Contrarian Value Portfolio........ 0.75% 0.05% 0.80%(2)
Kemper Blue Chip Portfolio............... 0.65% 0.06% 0.71%(1)
Kemper Value+Growth Portfolio............ 0.75% 0.08% 0.83%(1)
KVS Index 500 Portfolio**................ 0.16% 0.39% 0.55%(2)
Kemper Horizon 20+ Portfolio............. 0.60% 0.18% 0.78%(1)
Kemper Total Return Portfolio............ 0.55% 0.06% 0.61%
Kemper Horizon 10+ Portfolio............. 0.60% 0.12% 0.72%(1)
Kemper High Yield Portfolio.............. 0.60% 0.07% 0.67%
Kemper Horizon 5 Portfolio............... 0.60% 0.16% 0.76%(1)
Kemper Strategic Income Portfolio........ 0.65% 0.28% 0.93%(3)
Kemper Investment Grade Bond Portfolio... 0.60% 0.05% 0.65%(1)
Kemper Government Securities Portfolio... 0.55% 0.08% 0.63%
Kemper Money Market Portfolio............ 0.50% 0.04% 0.54%
KVS Focused Large Cap Growth
Portfolio***............................ 0.00% 1.15% 1.15%(2)
KVS Growth Opportunities Portfolio***.... 0.00% 1.15% 1.15%(2)
KVS Growth And Income Portfolio***....... 0.00% 1.15% 1.15%(2)
Scudder 21st Century Growth Portfolio.... 0.00% 1.50% 1.50%(4)
Scudder International Portfolio.......... 0.85% 0.18% 1.03%
Scudder Global Discovery Portfolio....... 0.60% 0.65% 1.25%(4)
Scudder Capital Growth Portfolio......... 0.46% 0.03% 0.49%
Scudder Growth and Income Portfolio...... 0.47% 0.08% 0.55%
Alger American Leveraged AllCap
Portfolio............................... 0.85% 0.08%(5) 0.93%
Alger American Balanced Portfolio........ 0.75% 0.18% 0.93%
Dreyfus MidCap Stock Portfolio........... 0.75% 0.71% 1.46%(6)
Dreyfus Socially Responsible Growth
Fund.................................... 0.75% 0.04% 0.79%
Janus Aspen Growth Portfolio............. 0.65% 0.02% 0.67%(7)
Janus Aspen Growth and Income
Portfolio............................... 0.65% 0.40% 1.05%(7)
Warburg Pincus Emerging Markets
Portfolio............................... 0.00% 1.40% 1.40%(8)
Warburg Pincus Global Post-Venture
Capital Portfolio....................... 1.07% 0.33% 1.40%(8)
</TABLE>
*These portfolios commenced operations on May 1, 1999, therefore "other
expenses" are annualized. Actual expenses may be greater or less than shown.
8
<PAGE>
**This portfolio commenced operations on September 1, 1999, therefore "other
expenses" are annualized. Actual expenses may be greater or less than shown.
***These portfolios commenced operations on October 29, 1999, therefore "other
expenses" are annualized. Actual expenses may be greater or less than shown.
(1)Pursuant to their respective agreements with Kemper Variable Series ("KVS"),
the investment manager and the accounting agent have agreed, for the one year
period commencing on May 1, 2000, to limit their respective fees and to
reimburse other expenses to the extent necessary to limit total operating
expenses of the following described portfolios to the amounts set forth after
the portfolio names: KVS Dreman High Return Equity (formerly Kemper-Dreman High
Return Equity) (0.87%), Kemper Value+Growth (0.84%), Kemper Small Cap Value
(0.84%), Kemper Horizon 5 (0.97%), Kemper Horizon 10+ (0.83%), Kemper Horizon
20+ (0.93%), Kemper Investment Grade Bond (0.80%), and Kemper Blue Chip (0.95%).
The amounts set forth in the table above reflect actual expenses for the past
fiscal year, which were at or lower than these expense limits, after the benefit
of any custodial credits, as reflected in the table.
(2)Pursuant to their respective agreements with KVS, the investment manager and
the accounting agent have agreed, for the one year period commencing on May 1,
2000, to limit their respective fees and to reimburse other expenses to the
extent necessary to limit total operating expenses of the KVS Focused Large Cap
Growth, KVS Growth And Income, KVS Growth Opportunities, KVS Index 500 (formerly
Kemper Index 500), Kemper Aggressive Growth, Kemper Technology Growth, KVS
Dreman Financial Services (formerly Kemper-Dreman Financial Services), Kemper
New Europe (formerly Kemper International Growth and Income), Kemper Contrarian
Value, and Kemper Global Blue Chip Portfolios of KVS to the amounts set forth in
the Total Portfolio Expenses column of the table above. Without taking into
effect these expense caps, for the Kemper Aggressive Growth, Kemper Technology
Growth, KVS Dreman Financial Services, Kemper New Europe, Kemper Contrarian
Value, Kemper Global Blue Chip, KVS Index 500, KVS Growth Opportunities, KVS
Growth And Income, and KVS Focused Large Cap Growth Portfolios of KVS,
management fees are estimated to be 0.75%, 0.75%, 0.75%, 1.00%, 0.75%, 1.00%,
0.45%, 0.95%, 0.95%, and 0.95%, respectively. Other expenses are estimated to be
1.91%, 0.44%, 0.29%, 3.30%, 0.06%, 2.47%, 0.39%, 1.65%, 1.63%, and 6.54%,
respectively; and total operating expenses would have been 2.66%, 1.19%, 1.04%,
4.30%, 0.81%, 3.47%, 0.84%, 2.60%, 2.58%, and 7.49%, respectively. In addition,
for the Kemper New Europe and Kemper Global Blue Chip Portfolios, the investment
manager has agreed to limit its management fees to 0.70% and 0.85%,
respectively, of such portfolios for one year, commencing May 1, 2000.
(3)Pursuant to their respective agreements with KVS, the investment manager and
the accounting agent have agreed, for the one year period commencing on May 1,
2000, to limit their respective fees and to reimburse other expenses to the
extent necessary to limit total operating expenses of Kemper Strategic Income
Portfolio (formerly Kemper Global Income) to 1.05%. The Management Fee,
reflected in the above table, has been restated to reflect a fee reduction
effective May 1, 2000 and the Other Expenses reflect actual expenses for the
past fiscal year.
4)The investment manager for the Scudder 21st Century Growth Portfolio and
Scudder Global Discovery Portfolio has agreed, for the period from May 1, 2000
through April 30, 2001, to maintain the expenses at 1.50% and 1.25%,
respectively, of the Portfolio's average daily net assets. Without taking into
effect these expense caps, the management fees would be 0.875% and 0.975%,
respectively, other expenses are estimated to be 1.02% and 0.65%, respectively,
and total operating expenses are estimated to be 1.90% and 1.63%, respectively.
(5)Included in "Other Expenses" of the Alger American Leveraged AllCap Portfolio
is 0.01% of interest expense.
(6)The Dreyfus Corporation, the Dreyfus MidCap Stock Portfolio's investment
advisor, has voluntarily agreed to waive receipt of its fees and/or assume the
expenses of the portfolio so that total expenses (excluding taxes,
9
<PAGE>
brokerage commissions, extraordinary expenses, interest expenses and commitment
fees on borrowings) do not exceed 1.00%. Total portfolio expenses prior to
waivers and/or reimbursements by the investment advisor, total 1.46%,
annualized, at December 31, 1999.
(7)Expenses are based upon expenses for the fiscal year ended December 31, 1999,
restated to reflect a reduction in the management fee for the Janus Aspen Growth
Portfolio and Janus Aspen Growth and Income Portfolio. Expenses are shown
without the effect of expense offset arrangements.
(8)The investment adviser of the Warburg Pincus Emerging Markets Portfolio and
Warburg Pincus Global Post-Venture Capital Portfolio has voluntarily agreed to
waive or reimburse a portion of the management fees and/or other expenses
resulting in a reduction of total expenses. Absent any waiver or reimbursement,
the Management Fee, Other Expenses and Total Portfolio Expenses would have been
1.25%, 1.88% and 3.13% for the Warburg Pincus Emerging Markets Portfolio and
1.25%, 0.33% and 1.58% for the Warburg Pincus Global Post-Venture Capital
Portfolio, respectively, for the year ended December 31, 1999.
The Underlying Portfolio information above was provided by the Underlying
Portfolios and was not independently verified by the Company.
EXPENSE EXAMPLES: The following examples demonstrate the cumulative expenses
which an Owner would pay at 1-year, 3-year, 5-year and 10-year intervals under
certain contingencies. Each example assumes a $1,000 investment in a Sub-Account
and a 5% annual return on assets and assumes that the Underlying Portfolio
expenses listed above remain the same in each of the 1, 3, 5 and 10-year
intervals. As required by rules of the Securities and Exchange Commission
("SEC"), the Contract fee is reflected in the examples by a method designated to
show the "average" impact on an investment in the Variable Account. The total
Contract fees collected are divided by the total average net assets attributable
to the Contracts. The resulting percentage is 0.04%, and the amount of the
Contract fee is assumed to be $0.40 in the examples. The Contract fee is not
deducted after annuitization. The Contract fee is deducted only when the
accumulated value is less than $75,000. Because the expenses of the Underlying
Portfolios differ, separate examples are used to illustrate the expenses
incurred by an Owner on an investment in the various Sub-Accounts.
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
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<PAGE>
(1) At the end of the applicable time period, you would pay the following
expenses on a $1,000 investment, assuming a 5% annual return on assets and no
optional benefit riders:(1)
<TABLE>
<CAPTION>
UNDERLYING PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Kemper Aggressive Growth................................... $24 $75 $128 $273
Kemper Technology Growth................................... $24 $75 $128 $273
KVS Dreman Financial Services.............................. $25 $76 $130 $277
Kemper Small Cap Growth.................................... $22 $67 $115 $248
Kemper Small Cap Value..................................... $23 $71 $122 $262
KVS Dreman High Return..................................... $23 $72 $123 $264
Kemper International....................................... $24 $74 $127 $272
Kemper New Europe.......................................... $26 $80 $136 $290
Kemper Global Blue Chip.................................... $30 $93 $158 $332
Kemper Growth.............................................. $21 $66 $113 $243
Kemper Contrarian Value.................................... $23 $70 $120 $257
Kemper Blue Chip........................................... $22 $67 $115 $248
Kemper Value+Growth........................................ $23 $71 $122 $261
KVS Index 500.............................................. $20 $62 $107 $232
Kemper Horizon 20+......................................... $23 $69 $119 $255
Kemper Total Return........................................ $21 $64 $110 $238
Kemper Horizon 10+......................................... $22 $68 $116 $249
Kemper High Yield.......................................... $21 $66 $113 $244
Kemper Horizon 5........................................... $22 $69 $118 $253
Kemper Strategic Income.................................... $24 $74 $127 $271
Kemper Investment Grade Bond............................... $21 $65 $112 $242
Kemper Government Securities............................... $21 $65 $111 $240
Kemper Money Market........................................ $20 $62 $107 $231
KVS Focused Large Cap Growth............................... $26 $81 $138 $292
KVS Growth Opportunities................................... $26 $81 $138 $292
KVS Growth And Income...................................... $26 $81 $138 $292
Scudder 21st Century Growth................................ $30 $91 $155 $326
Scudder International...................................... $25 $77 $132 $281
Scudder Global Discovery................................... $27 $84 $142 $302
Scudder Capital Growth..................................... $20 $61 $104 $225
Scudder Growth and Income.................................. $20 $63 $108 $233
Alger American Leveraged AllCap............................ $24 $74 $127 $271
Alger American Balanced.................................... $24 $74 $127 $271
Dreyfus MidCap Stock....................................... $29 $90 $153 $322
Dreyfus Socially Responsible Growth........................ $23 $70 $119 $256
Janus Aspen Growth......................................... $21 $66 $113 $244
Janus Aspen Growth and Income.............................. $25 $78 $133 $283
Warburg Pincus Emerging Markets............................ $29 $88 $150 $317
Warburg Pincus Global Post-Venture Capital................. $29 $88 $150 $317
</TABLE>
11
<PAGE>
(2) At the end of the applicable time period, you would pay the following
expenses on a $1000 investment, assuming a 5% annual return on assets and
election of either an optional Enhanced Death Benefit Rider or an optional
Minimum Guaranteed Annuity Payout (M-GAP) Rider(1) with a ten-year waiting
period:
<TABLE>
<CAPTION>
UNDERLYING PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Kemper Aggressive Growth................................... $27 $ 82 $140 $297
Kemper Technology Growth................................... $27 $ 82 $140 $297
KVS Dreman Financial Services.............................. $27 $ 83 $142 $301
Kemper Small Cap Growth.................................... $24 $ 75 $128 $274
Kemper Small Cap Value..................................... $26 $ 79 $135 $287
KVS Dreman High Return..................................... $26 $ 79 $136 $289
Kemper International....................................... $27 $ 82 $140 $296
Kemper New Europe.......................................... $28 $ 87 $148 $314
Kemper Global Blue Chip.................................... $33 $100 $170 $355
Kemper Growth.............................................. $24 $ 73 $126 $269
Kemper Contrarian Value.................................... $25 $ 78 $133 $283
Kemper Blue Chip........................................... $24 $ 75 $128 $274
Kemper Value+Growth........................................ $26 $ 78 $134 $286
KVS Index 500.............................................. $23 $ 70 $120 $257
Kemper Horizon 20+......................................... $25 $ 77 $132 $281
Kemper Total Return........................................ $23 $ 72 $123 $264
Kemper Horizon 10+......................................... $24 $ 75 $129 $275
Kemper High Yield.......................................... $24 $ 74 $126 $270
Kemper Horizon 5........................................... $25 $ 76 $131 $279
Kemper Strategic Income.................................... $27 $ 81 $139 $295
Kemper Investment Grade Bond............................... $24 $ 73 $125 $268
Kemper Government Securities............................... $24 $ 72 $124 $266
Kemper Money Market........................................ $23 $ 70 $119 $256
KVS Focused Large Cap Growth............................... $29 $ 88 $150 $317
KVS Growth Opportunities................................... $29 $ 88 $150 $317
KVS Growth And Income...................................... $29 $ 88 $150 $317
Scudder 21st Century Growth................................ $32 $ 98 $167 $349
Scudder International...................................... $28 $ 84 $144 $305
Scudder Global Discovery................................... $30 $ 91 $155 $326
Scudder Capital Growth..................................... $22 $ 68 $117 $251
Scudder Growth and Income.................................. $23 $ 70 $120 $258
Alger American Leveraged AllCap............................ $27 $ 81 $139 $295
Alger American Balanced.................................... $27 $ 81 $139 $295
Dreyfus MidCap Stock....................................... $32 $ 97 $165 $346
Dreyfus Socially Responsible Growth........................ $25 $ 77 $132 $282
Janus Aspen Growth......................................... $24 $ 74 $126 $270
Janus Aspen Growth and Income.............................. $28 $ 85 $145 $307
Warburg Pincus Emerging Markets............................ $31 $ 95 $162 $340
Warburg Pincus Global Post-Venture Capital................. $31 $ 95 $162 $340
</TABLE>
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<PAGE>
(3) At the end of the applicable time period, you would pay the following
expenses on a $1,000 investment, assuming a 5% annual return on assets and the
election of both an optional Enhanced Death Benefit Rider and an optional
Minimum Guaranteed Annuity Payout (M-GAP) Rider(1) with a ten-year waiting
period:
<TABLE>
<CAPTION>
UNDERLYING PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Kemper Aggressive Growth................................... $29 $ 89 $152 $321
Kemper Technology Growth................................... $29 $ 89 $152 $321
KVS Dreman Financial Services.............................. $30 $ 91 $154 $325
Kemper Small Cap Growth.................................... $27 $ 82 $141 $298
Kemper Small Cap Value..................................... $28 $ 86 $147 $311
KVS Dreman High Return..................................... $28 $ 87 $148 $313
Kemper International....................................... $29 $ 89 $152 $320
Kemper New Europe.......................................... $31 $ 95 $161 $337
Kemper Global Blue Chip.................................... $35 $107 $182 $377
Kemper Growth.............................................. $26 $ 81 $138 $293
Kemper Contrarian Value.................................... $28 $ 85 $145 $307
Kemper Blue Chip........................................... $27 $ 82 $141 $298
Kemper Value+Growth........................................ $28 $ 86 $146 $310
KVS Index 500.............................................. $25 $ 78 $133 $283
Kemper Horizon 20+......................................... $28 $ 84 $144 $305
Kemper Total Return........................................ $26 $ 79 $136 $289
Kemper Horizon 10+......................................... $27 $ 83 $141 $299
Kemper High Yield.......................................... $26 $ 81 $139 $294
Kemper Horizon 5........................................... $27 $ 84 $143 $303
Kemper Strategic Income.................................... $29 $ 89 $151 $319
Kemper Investment Grade Bond............................... $26 $ 81 $138 $292
Kemper Government Securities............................... $26 $ 80 $137 $290
Kemper Money Market........................................ $25 $ 77 $132 $282
KVS Focused Large Cap Growth............................... $31 $ 95 $162 $340
KVS Growth Opportunities................................... $31 $ 95 $162 $340
KVS Growth And Income...................................... $31 $ 95 $162 $340
Scudder 21st Century Growth................................ $35 $106 $179 $372
Scudder International...................................... $30 $ 92 $156 $329
Scudder Global Discovery................................... $32 $ 98 $167 $349
Scudder Capital Growth..................................... $25 $ 76 $130 $277
Scudder Growth and Income.................................. $25 $ 78 $133 $284
Alger American Leveraged AllCap............................ $29 $ 89 $151 $319
Alger American Balanced.................................... $29 $ 89 $151 $319
Dreyfus MidCap Stock....................................... $34 $104 $177 $368
Dreyfus Socially Responsible Growth........................ $28 $ 85 $144 $306
Janus Aspen Growth......................................... $26 $ 81 $139 $294
Janus Aspen Growth and Income.............................. $30 $ 92 $157 $331
Warburg Pincus Emerging Markets............................ $34 $103 $174 $363
Warburg Pincus Global Post-Venture Capital................. $34 $103 $174 $363
</TABLE>
(1)If the Minimum Guaranteed Annuity Payout (M-GAP) Rider is exercised, you may
only annuitize under a fixed annuity payout option involving a life contingency
at the Company's guaranteed fixed annuity option rates listed under the Annuity
Option Tables in your Contract.
13
<PAGE>
SUMMARY OF CONTRACT FEATURES
WHAT IS THE KEMPER GATEWAY ADVISOR VARIABLE ANNUITY?
The Kemper Gateway Advisor variable annuity contract ("Contract") is an
insurance contract designed to help you accumulate assets for your retirement or
other important financial goals on a tax-deferred basis. The Contract combines
the concept of professional money management with the attributes of an annuity
contract. Features available through the Contract include:
- A customized investment portfolio;
- 26 KVS Portfolios, 5 Scudder VLIF Portfolios, 2 Alger Portfolios, 1
Dreyfus Investment Portfolios Portfolio, 1 Dreyfus Socially Responsible
Growth Fund Portfolio, 2 Janus Aspen Portfolios and 2 Warburg Pincus Trust
Portfolios;
- 1 Fixed Account;
- 9 Guarantee Period Accounts;
- Experienced professional portfolio managers;
- Tax deferral on earnings;
- Guarantees that can protect your beneficiaries during the accumulation
phase;
- Income payments that you can receive for life.
The Contract has two phases, an accumulation phase and, if you choose to
annuitize, an annuity payout phase. During the accumulation phase, you may
allocate your initial payment, and any additional payments you choose to make
among seventeen of the thirty-nine portfolios of securities ("Underlying
Portfolios") (in addition to the Kemper Money Market Portfolio) under your
Contract, to the Guarantee Period Accounts, and to the Fixed Account
(collectively "the investment options"). You select the investment options most
appropriate for your investment needs. As those needs change, you may also
change your allocation without incurring any tax consequences. Your Contract's
Accumulated Value is based on the investment performance of the Portfolios and
any accumulations in the Guarantee Period and Fixed Accounts. You do not pay
taxes on any earnings under the Contract until you withdraw money. In addition,
during the accumulation phase, your beneficiaries receive certain protections in
the event of your death. See discussion below, WHAT HAPPENS UPON MY DEATH DURING
THE ACCUMULATION PHASE?
WHAT HAPPENS IN THE ANNUITY PAYOUT PHASE?
During the annuity payout phase, you, or the payee you designate, can receive
income based on several annuity payout options. You choose the annuity payout
option and the date for annuity benefit payments to begin. You also decide
whether you want variable annuity benefit payments based on the investment
performance of certain Underlying Portfolios, fixed-amount annuity benefit
payments with payment amounts guaranteed by the Company, or a combination of
fixed-amount and variable annuity benefit payments. Among the payout options
available during the annuity payout phase are:
- periodic payments for the Annuitant's life;
- periodic payments for the Annuitant's life and the life of another person
selected by you;
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<PAGE>
- periodic payments for the Annuitant's life with any remaining guaranteed
payments continuing for ten years in the event that the Annuitant dies
before the end of ten years;
- periodic payments over a specified number of years (1 to 30) -- under the
fixed version of this option you may reserve the right to convert
remaining payments to a lump-sum payout by electing a commutable option.
Variable period certain options are automatically commutable.
An optional Minimum Guaranteed Annuity Payout ("M-GAP") Rider is currently
available during the accumulation phase in most jurisdictions for a separate
monthly charge. If elected, the Rider provides the Owner a guaranteed minimum
amount of income after the specified waiting period under a life contingent
fixed annuity payout option, subject to certain conditions. On each Contract
anniversary a Minimum Guaranteed Annuity Payout Benefit Base is determined. The
Minimum Guaranteed Annuity Payout Benefit Base (less any applicable premium
taxes) is the value that will be annuitized should you exercise the Rider. In
order to exercise the Rider, a fixed annuitization option involving a life
contingency must be selected. Annuitization under this Rider will occur at the
Company's guaranteed fixed annuity option rates listed under the Annuity Option
Tables in your Contract. The Minimum Guaranteed Annuity Payout Benefit Base is
equal to the greatest of:
(a) the Accumulated Value increased by any positive Market Value Adjustment, if
applicable, on the Contract anniversary that the M-GAP Benefit Base is being
determined; or
(b) the Accumulated Value on the effective date of the Rider accumulated daily
at an effective annual yield of 5% plus gross payments made thereafter
accumulated daily at an effective annual yield of 5%, starting on the date
each payment is applied, proportionately reduced to reflect withdrawals; or
(c) the highest Accumulated Value on any Contract anniversary since the Rider
effective date, as determined after being increased for subsequent payments
and any positive Market Value Adjustment, if applicable, and proportionately
reduced for subsequent withdrawals.
For more details see "M. Optional Minimum Guaranteed Annuity Payout (M-GAP)
Rider" under DESCRIPTION OF THE CONTRACT.
WHO ARE THE KEY PERSONS UNDER THE CONTRACT?
The Contract is between you, (the "Owner") and us, Allmerica Financial Life
Insurance and Annuity Company (for contracts issued in all jurisdictions except
Hawaii and New York) or First Allmerica Financial Life Insurance Company (for
contracts issued in Hawaii and New York). Each Contract has an Owner (or an
Owner and a Joint Owner, in which case one of the two also must be an
Annuitant), an Annuitant (or an Annuitant and a Joint Annuitant) and one or more
beneficiaries. As Owner, you make payments, choose investment allocations,
receive annuity benefit payments (or designate someone else to receive annuity
benefit payments) and select the Annuitant and beneficiary. When a Contract is
jointly owned, the consent of both Owners is required in order to exercise any
ownership rights. The Annuitant is the individual upon whose continuation of
life annuity benefit payments involving life contingency depend. An Annuitant
may be changed at any time after issue of the Contract and prior to the Annuity
Date, unless (1) the Owner is a nonnatural person or (2) you are taking life
expectancy distributions. For more information about life expectancy
distributions, see "F. Withdrawals." At all times, there must be at least one
Annuitant. If an Annuitant dies and a replacement is not named, you will become
the new Annuitant. The beneficiary is the person, persons or entity entitled to
the death benefit prior to the Annuity Date and who, under certain
circumstances, may be entitled to annuity benefit payments upon the death of an
Owner on or after the Annuity Date.
15
<PAGE>
HOW MUCH CAN I INVEST AND HOW OFTEN?
The number and frequency of your payments are flexible, subject to the minimum
and maximum payments stated in "A. Payments" under DESCRIPTION OF THE CONTRACT.
WHAT ARE MY INVESTMENT CHOICES?
You may allocate payments among the Sub-Accounts investing in the Underlying
Portfolios, the Guarantee Period Accounts, and the Fixed Account. As to the date
of this Prospectus, payments may be allocated to a maximum of seventeen variable
Sub-Accounts (in addition to the Kemper Money Market Portfolio) during the life
of the Contract and prior to the Annuity Date.
VARIABLE ACCOUNT. Subject to the 17 fund maximum, you have a choice of
Sub-Accounts investing in the following Underlying Portfolios:
<TABLE>
<S> <C>
KEMPER VARIABLE SERIES SCUDDER VARIABLE LIFE INVESTMENT FUND (CLASS A)
Kemper Aggressive Growth Portfolio Scudder 21st Century Growth Portfolio
Kemper Technology Growth Portfolio Scudder International Portfolio
KVS Dreman Financial Services Portfolio Scudder Global Discovery Portfolio
Kemper Small Cap Growth Portfolio Scudder Capital Growth Portfolio
Kemper Small Cap Value Portfolio Scudder Growth and Income Portfolio
KVS Dreman High Return Equity Portfolio
Kemper International Portfolio THE ALGER AMERICAN FUND
Kemper New Europe Portfolio Alger American Leveraged AllCap Portfolio
Kemper Global Blue Chip Portfolio Alger American Balanced Portfolio
Kemper Growth Portfolio
Kemper Contrarian Value Portfolio DREYFUS INVESTMENT PORTFOLIOS
Kemper Blue Chip Portfolio Dreyfus MidCap Stock Portfolio
Kemper Value+Growth Portfolio
KVS Index 500 Portfolio THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
Kemper Horizon 20+ Portfolio Dreyfus Socially Responsible Growth Fund
Kemper Total Return Portfolio
Kemper Horizon 10+ Portfolio JANUS ASPEN SERIES
Kemper High Yield Portfolio Janus Aspen Growth Portfolio
Kemper Horizon 5 Portfolio Janus Aspen Growth and Income Portfolio
Kemper Strategic Income Portfolio
Kemper Investment Grade Bond Portfolio WARBURG PINCUS TRUST
Kemper Government Securities Portfolio Warburg Pincus Emerging Markets Portfolio
Kemper Money Market Portfolio Warburg Pincus Global Post-Venture Capital
KVS Focused Large Cap Growth Portfolio Portfolio
KVS Growth Opportunities Portfolio
KVS Growth And Income Portfolio
</TABLE>
Each Underlying Portfolio operates pursuant to different investment objectives
and this range of investment options enables you to allocate your money among
the Underlying Portfolios to meet your particular investment needs. For a more
detailed description of the Underlying Portfolios, see INVESTMENT OBJECTIVES AND
POLICIES.
GUARANTEE PERIOD ACCOUNTS. Assets supporting the guarantees under the Guarantee
Period Accounts are held in the Company's Separate Account GPA, a non-unitized
insulated separate account, except in California where assets are held in the
Company's General Account. Values and benefits calculated on the basis of
Guarantee Period Account allocations, however, are obligations of the Company's
General Account. Amounts allocated to a Guarantee Period Account earn a
Guaranteed Interest Rate declared by the Company. The level of the Guaranteed
Interest Rate depends on the number of years of the Guarantee Period selected.
The Company currently makes available
16
<PAGE>
nine Guarantee Periods ranging from two to ten years in duration. Once declared,
the Guaranteed Interest Rate will not change during the duration of the
Guarantee Period. If amounts allocated to a Guarantee Period Account are
transferred, surrendered or applied to any annuity option at any time other than
the day following the last day of the applicable Guarantee Period, a Market
Value Adjustment will apply that may increase or decrease the Account's value;
however, this adjustment will never be applied against your principal. In
addition, earnings in the GPA after application of the Market Value Adjustment
will not be less than an effective annual rate of 3%. For more information about
the Guarantee Period Accounts and the Market Value Adjustment, see GUARANTEE
PERIOD ACCOUNTS.
FIXED ACCOUNT. The Fixed Account is part of the General Account, which consists
of all the Company's assets other than those allocated to the Variable Account
and any other separate account. Allocations to the Fixed Account are guaranteed
as to principal and a minimum rate of interest. Additional excess interest may
be declared periodically at the Company's discretion. Furthermore, the initial
rate in effect on the date an amount is allocated to the Fixed Account is
guaranteed for one year from that date. For more information about the Fixed
Account see APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT.
THE GUARANTEE PERIOD ACCOUNTS AND/OR SOME OF THE SUB-ACCOUNTS MAY NOT BE
AVAILABLE IN ALL STATES.
WHO ARE THE PORTFOLIO MANAGERS?
Scudder Kemper Investments, Inc. ("Scudder Kemper") is the investment manager of
each Portfolio of KVS and each Portfolio of Scudder VLIF. Scudder Investments
(U.K.) Limited, an affiliate of Scudder Kemper, is the sub-adviser for the
Kemper International Portfolio and the Kemper Global Income Portfolio. Dreman
Value Management, L.L.C. is the sub-advisor for the KVS Dreman Financial
Services Portfolio and KVS Dreman High Return Equity Portfolio. Scudder Kemper
is the investment manager of the Guarantee Period Accounts pursuant to an
investment advisory agreement between the Company and Scudder Kemper. Bankers
Trust Company is the sub-adviser for the KVS Index 500 Portfolio. Eagle Asset
Management, Inc. ("EAM") is the sub-adviser for the KVS Focused Large Cap Growth
Portfolio and Janus Capital Corporation ("JCC") is the sub-adviser for the KVS
Growth Opportunities and KVS Growth And Income Portfolios pursuant to
sub-advisory agreements between Scudder Kemper and EAM and JCC. The investment
manager for the Alger American Leveraged AllCap and Alger American Balanced
Portfolios is Fred Alger Management, Inc. The Dreyfus Corporation serves as the
investment adviser to the Dreyfus MidCap Stock Portfolio and the Dreyfus
Socially Responsible Growth Fund. NCM Capital Management Group, Inc. provides
sub-investment advisory services for the Dreyfus Socially Responsible Growth
Fund. Janus Capital is the investment adviser for the Janus Aspen Growth
Portfolio and Janus Aspen Growth and Income Portfolio. Credit Suisse Asset
Management, LLC ("CSAM") is the investment adviser for the Warburg Pincus
Emerging Markets and Warburg Pincus Global Post-Venture Capital Portfolios.
Abbott Capital Management, LLC provides sub-investment advisory services for the
Warburg Pincus Global Post-Venture Capital Portfolio.
CAN I MAKE TRANSFERS AMONG THE INVESTMENT OPTIONS?
Yes. Prior to the Annuity Date, you may transfer among the Sub-Accounts
investing in the Underlying Portfolios, the Guarantee Period Accounts, and the
Fixed Account. As of the date of this Prospectus, transfers may be made to a
maximum of seventeen variable Sub-Accounts, in addition to the Kemper Money
Market Portfolio, during the life of the Contract and prior to the Annuity Date.
You will incur no current taxes on transfers while your money remains in the
Contract. The first 12 transfers in a Contract year are guaranteed to be free of
a transfer charge. For each subsequent transfer in a Contract year, the Company
does not currently charge, but reserves the right to assess a processing charge
guaranteed never to exceed $25. See "D. Transfer Privilege" under DESCRIPTION OF
THE CONTRACT.
You also may elect at no additional charge Automatic Transfers (Dollar Cost
Averaging) to gradually move money to one or more of the Underlying Portfolios
or Automatic Account Rebalancing to ensure assets remain allocated according to
your designated percentage allocation mix.
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<PAGE>
WHAT IF I NEED MY MONEY BEFORE MY ANNUITY PAYOUT PHASE BEGINS?
You may surrender your Contract or make withdrawals any time before the annuity
payout phase begins. A 10% federal tax penalty may apply to all amounts deemed
to be income if you are under age 59 1/2. (A Market Value Adjustment, which may
increase or decrease the value of the account, may apply to any withdrawal made
from a Guarantee Period Account prior to the expiration of the Guarantee
Period.)
WHAT HAPPENS UPON MY DEATH DURING THE ACCUMULATION PHASE?
If you or a Joint Owner (or an Annuitant in the event that the Owner is a
nonnatural person) should die before the Annuity Date, a death benefit will be
paid to the beneficiary. The standard death benefit will be equal to the GREATER
of:
- The Accumulated Value on the Valuation Date that the Company receives
proof of death, increased by any positive Market Value Adjustment; or
- Gross payments, decreased proportionately to reflect withdrawals (for each
withdrawal, the proportionate reduction is calculated as the death benefit
under this option immediately prior to the withdrawal, multiplied by the
withdrawal amount, and divided by the Accumulated Value immediately prior
to the withdrawal).
If you are under age 89, you may elect an optional Enhanced Death Benefit Rider
at issue for a separate monthly charge. See "G. Death Benefit" under DESCRIPTION
OF THE CONTRACT. Under the Enhanced Death Benefit Rider:
I. If an Owner (or an Annuitant if the Owner is a nonnatural person) dies
before the Annuity Date and before the oldest Owner's 90th birthday, the death
benefit will be equal to the GREATEST of:
(a) the Accumulated Value on the Valuation Date that the Company receives proof
of death, increased by any positive Market Value Adjustment; or
(b) gross payments accumulated daily at an effective annual yield of 5%,
starting on the date each payment is applied, decreased proportionately to
reflect withdrawals (in Hawaii and New York the 5% is not available;
therefore, (b) equals gross payments decreased proportionately to reflect
withdrawals); or
(c) the highest Accumulated Value on any prior Contract anniversary, increased
for any positive Market Value Adjustment and subsequent payments and
decreased proportionately for subsequent withdrawals.
The (c) value is determined on each Contract anniversary. A snapshot is taken of
the current (a) value and compared to snapshots taken of the (a) value on all
prior Contract anniversaries, after all of the (a) values have been adjusted to
reflect subsequent payments and decreased proportionately for subsequent
withdrawals. The highest of all of these adjusted (a) values then becomes the
(c) value. This (c) value becomes the floor below which the death benefit will
not drop and is locked-in until the next Contract anniversary. The values of
(b) and (c) will be decreased proportionately if withdrawals are taken.
II. If an Owner (or an Annuitant if the Owner is a nonnatural person) dies
before the Annuity Date but on or after the oldest Owner's 90th birthday, the
death benefit will be equal to the GREATER of:
(a) the Accumulated Value on the Valuation Date that the Company receives proof
of death, increased by any positive Market Value Adjustment; or
(b) the death benefit, as calculated under I, that would have been payable on
the Contract anniversary immediately prior to the oldest Owner's 90th
birthday, increased for subsequent payments and decreased proportionately
for subsequent withdrawals.
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<PAGE>
WHAT CHARGES WILL I INCUR UNDER MY CONTRACT?
If the Accumulated Value on a Contract anniversary or upon surrender is less
than $75,000, the Company will deduct a $35 Contract fee from your Contract.
(This fee may vary by state. See your Contract for more information.) There will
be no Contract fee if the Accumulated Value is $75,000 or more.
Depending upon the state in which you live, a deduction for state and local
premium taxes, if any, may be made as described under "D. Premium Taxes" under
CHARGES AND DEDUCTIONS.
The Company will deduct, on a daily basis, an annual mortality and expense risk
charge and administrative expense charge equal to 1.25% and 0.15%, respectively,
of the average daily net assets invested in each Portfolio. The Portfolios will
incur certain management fees and expenses described more fully in "Other
Charges" under "A. Variable Account Deductions" and in the prospectuses of the
Underlying Portfolios which accompany this Prospectus. These charges vary among
the Underlying Portfolios and may change from year to year. In addition,
management fee waivers and/or reimbursements may be in effect for certain or all
of the Underlying Portfolios. For specific information regarding the existence
and effect of any waivers/ reimbursements see "Annual Underlying Portfolio
Expenses" under SUMMARY OF FEES AND EXPENSES.
Subject to state availability, optional benefit riders are currently available
for an additional charge equal to an annual rate of 0.25% for an M-GAP Rider
with a ten-year waiting period, 0.15% for an M-GAP Rider with a fifteen-year
waiting period and 0.25% for an Enhanced Death Benefit Rider. The charge is
deducted on the last day of each month within which the Rider was in effect and,
if applicable, on the date the rider is terminated. For more information, see
"G. Death Benefit" and "M. Optional Minimum Guaranteed Annuity Payout (M-GAP)
Rider" under DESCRIPTION OF THE CONTRACT and see "C. Optional Benefit Rider
Charges" under CHARGES AND DEDUCTIONS.
CAN I EXAMINE THE CONTRACT?
Yes. Your Contract will be delivered to you after your purchase. If you return
the Contract to the Company within ten days of receipt, the Contract will be
canceled. (There may be a longer period in certain states; see the "Right to
Examine" provision on the cover of your Contract.) If you cancel the Contract,
you will receive a refund of any amounts allocated to the Fixed and Guarantee
Period Accounts and the Accumulated Value of any amounts allocated to the
Sub-Accounts (plus any fees or charges that may have been deducted.) However, if
state law requires, or if your Contract was issued as an Individual Retirement
Annuity (IRA), you will generally receive a refund of your entire payment. In
certain states this refund may be the greater of (1) your entire payment or (2)
the amounts allocated to the Fixed and Guarantee Period Accounts plus the
Accumulated Value of amounts in the Sub-Accounts, plus any fees or charges
previously deducted. See "B. Right to Cancel Individual Retirement Annuity" and
"C. Right to Cancel All Other Contracts" under DESCRIPTION OF THE CONTRACT.
CAN I MAKE FUTURE CHANGES UNDER MY CONTRACT?
You can make several changes after receiving your Contract:
- You may assign your ownership to someone else, except under certain
qualified plans; see FEDERAL TAX CONSIDERATIONS.
- You may change an Annuitant at any time after Contract issue and prior to
the Annuity Date, unless the Owner is a nonnatural person and except while
taking life expectancy distributions.
- You may change the beneficiary, unless you have designated a beneficiary
irrevocably.
- You may change your allocation of payments.
- You may make transfers among your accounts prior to the Annuity Date
without any tax consequences.
- You may cancel the Contract within ten days of delivery (or longer if
required by state law).
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DESCRIPTION OF THE COMPANIES, THE VARIABLE ACCOUNTS
AND THE UNDERLYING INVESTMENT COMPANIES
THE COMPANIES. Allmerica Financial Life Insurance and Annuity Company
("Allmerica Financial") is a life insurance company organized under the laws of
Delaware in July 1974. Its principal office ("Principal Office") is located at
440 Lincoln Street, Worcester, MA 01653, telephone 508-855-1000. Allmerica
Financial is subject to the laws of the State of Delaware governing insurance
companies and to regulation by the Commissioner of Insurance of Delaware. In
addition, Allmerica Financial is subject to the insurance laws and regulations
of other states and jurisdictions in which it is licensed to operate. As of
December 31, 1999, Allmerica Financial had over $17 billion in assets and over
$26 billion of life insurance in force.
Effective October 1, 1995, Allmerica Financial changed its name from SMA Life
Assurance Company to Allmerica Financial Life Insurance and Annuity Company.
Allmerica Financial is a wholly owned subsidiary of First Allmerica Financial
Life Insurance Company which, in turn is a wholly owned subsidiary of Allmerica
Financial Corporation ("AFC").
First Allmerica Financial Life Insurance Company ("First Allmerica") organized
under the laws of Massachusetts in 1844, is among the five oldest life insurance
companies in America. As of December 31, 1999, First Allmerica and its
subsidiaries had over $25 billion in combined assets and over $43 billion of
life insurance in force. Effective October 16, 1995, First Allmerica converted
from a mutual life insurance company known as State Mutual Life Assurance
Company of America to a stock life insurance company and adopted its present
name. First Allmerica is a wholly owned subsidiary of AFC. First Allmerica's
principal office is located at 440 Lincoln Street, Worcester, MA 01653,
telephone 508-855-1000.
First Allmerica is subject to the laws of the Commonwealth of Massachusetts
governing insurance companies and to regulation by the Commissioner of Insurance
of Massachusetts. In addition, First Allmerica is subject to the insurance laws
and regulations of other states and jurisdictions in which it is licensed to
operate.
Both companies are charter members of the Insurance Marketplace Standards
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that cover the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.
THE VARIABLE ACCOUNTS. Each Company maintains a separate investment account
called Separate Account KG (the "Variable Account"). The Variable Accounts of
Allmerica Financial and of First Allmerica were authorized by votes of the Board
of Directors of the Companies on June 13, 1996. Each Variable Account is
registered with the SEC as a unit investment trust under the 1940 Act. This
registration does not involve the supervision or management of investment
practices or policies of the Variable Accounts by the SEC.
The assets used to fund the variable portions of the Contract are set aside in
Sub-Accounts kept separate from the general assets of the Company. Each
Sub-Account invests in a corresponding investment portfolio of Kemper Variable
Series, Scudder Variable Life Investment Fund, The Alger American Fund, Dreyfus
Investment Portfolios, The Dreyfus Socially Responsible Growth Fund, Inc., Janus
Aspen Series or Warburg Pincus Trust. Each Sub-Account is administered and
accounted for as part of the general business of the Company. The income,
capital gains, or capital losses of each Sub-Account, however, are allocated to
each Sub-Account, without regard to any other income, capital gains or capital
losses of the Company. Obligations under the contracts are obligations of the
Company. Under Delaware and Massachusetts law, the assets of the Variable
Account may not be charged with any liabilities arising out of any other
business of the Company.
The Company reserves the right, subject to compliance with applicable law, to
change the names of the Variable Account and the Sub-Accounts. The Company also
offers other variable annuity contracts investing in the Variable
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Account which are not discussed in this Prospectus. In addition, the Variable
Account may invest in other underlying portfolios which are not available to the
contracts described in this Prospectus.
THE UNDERLYING INVESTMENT COMPANIES
KEMPER VARIABLE SERIES. Kemper Variable Series ("KVS"), is a series-type mutual
fund registered with the SEC as an open-end, management investment company.
Registration of KVS does not involve supervision of its management, investment
practices or policies by the SEC. KVS is designed to provide an investment
vehicle for certain variable annuity contracts and variable life insurance
policies. Shares of the Portfolios of KVS are sold only to insurance company
separate accounts. Scudder Kemper Investments, Inc. serves as the investment
adviser of KVS.
SCUDDER VARIABLE LIFE INVESTMENT FUND. Scudder Variable Life Investment Fund
("Scudder VLIF") is an open-end, diversified management investment company
established as a Massachusetts business trust on March 15, 1985, and registered
with the SEC under the 1940 Act. Scudder Kemper Investments, Inc. serves as the
investment adviser of Scudder VLIF.
THE ALGER AMERICAN FUND. The Alger American Fund ("Alger"), is an open-end,
diversified management investment company established as a Massachusetts
business trust on April 6, 1988 and registered with the SEC under the 1940 Act.
The investment adviser for the Alger American Leveraged AllCap Portfolio and
Alger American Balanced Portfolio is Fred Alger Management, Inc. Fred Alger
Management, Inc. is located at World Trade Center, Suite 9333, New York, NY
10048.
DREYFUS INVESTMENT PORTFOLIOS. The Dreyfus Investment Portfolios is a
Massachusetts business trust that commenced operations May 1, 1998. The Fund
consists of several portfolios, each a separate series of the Fund, an open-end
management investment company, known as a mutual fund. Each portfolio is
diversified. Dreyfus is located at 144 Glenn Curtiss Boulevard, Uniondale, NY
11556.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. The Dreyfus Socially
Responsible Growth Fund, Inc. (the "Dreyfus Socially Responsible Growth Fund")
was incorporated under Maryland law on July 20, 1992, and commenced operations
on October 7, 1993. It is registered with the SEC as an open-end, diversified,
management investment company. The Dreyfus Corporation serves as the investment
adviser to the Dreyfus Socially Responsible Growth Fund. Dreyfus is located at
144 Glenn Curtiss Boulevard, Uniondale, NY 11556.
JANUS ASPEN SERIES. Janus Aspen Series ("Janus Aspen") is an open-end,
management investment company registered with the SEC. It was organized as a
Delaware business trust on May 20, 1993. Janus Capital is the investment adviser
of Janus Aspen.
WARBURG PINCUS TRUST. Warburg Pincus Trust is an open-end, management
investment company registered with the SEC. It was organized as a Massachusetts
business trust on March 15, 1995. Credit Suisse Asset Management, LLC ("CSAM")
is the investment adviser of the Warburg Pincus Trust. Abbott Capital
Management, LLC ("Abbott") serves as sub-investment adviser for the Global
Post-Venture Capital Portfolio with respect to the Portfolio's investments in
private-equity portfolios.
INVESTMENT OBJECTIVES AND POLICIES
A summary of investment objectives of each of the Underlying Portfolios is set
forth below. MORE DETAILED INFORMATION REGARDING THE INVESTMENT OBJECTIVES,
RESTRICTIONS AND RISKS, EXPENSES PAID BY THE UNDERLYING PORTFOLIOS AND OTHER
RELEVANT INFORMATION REGARDING THE UNDERLYING INVESTMENT COMPANIES, MAY BE FOUND
IN THEIR RESPECTIVE PROSPECTUSES, WHICH ACCOMPANY THIS PROSPECTUS. PLEASE READ
THEM CAREFULLY BEFORE INVESTING. Also, the Statements of Additional Information
of the Underlying Portfolios are available upon request. There can be no
assurance that the investment objectives of the Underlying Portfolios can be
achieved or that the value of the Contract will equal or exceed the aggregate
amount of payments made under the Contract.
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KEMPER VARIABLE SERIES:
KEMPER AGGRESSIVE GROWTH PORTFOLIO -- seeks capital appreciation through the use
of aggressive investment techniques.
KEMPER TECHNOLOGY GROWTH PORTFOLIO -- seeks growth of capital.
KVS DREMAN FINANCIAL SERVICES PORTFOLIO -- seeks long-term capital appreciation
by investing primarily in common stocks and other equity securities of companies
in the financial services industry believed by the Portfolio's investment
manager to be undervalued. This portfolio was formerly known as Kemper-Dreman
Financial Services Portfolio.
KEMPER SMALL CAP GROWTH PORTFOLIO -- seeks maximum appreciation of investors'
capital from a portfolio primarily of growth stocks of smaller companies.
KEMPER SMALL CAP VALUE PORTFOLIO -- seeks long-term capital appreciation from a
portfolio primarily of value stocks of smaller companies.
KVS DREMAN HIGH RETURN EQUITY PORTFOLIO -- seeks to achieve a high rate of total
return. This portfolio was formerly known as Kemper-Dreman High Return Equity
Portfolio.
KEMPER INTERNATIONAL PORTFOLIO -- seeks total return, a combination of capital
growth and income, principally through an internationally diversified portfolio
of equity securities.
KEMPER NEW EUROPE PORTFOLIO -- seeks long-term capital appreciation by investing
in a portfolio consisting primarily of equity securities of European companies.
This portfolio was formerly known as Kemper International Growth and Income
Portfolio.
KEMPER GLOBAL BLUE CHIP PORTFOLIO -- seeks long-term growth of capital through a
diversified worldwide portfolio of marketable securities, primarily equity
securities, including common stocks, preferred stocks and debt securities
convertible into common stocks.
KEMPER GROWTH PORTFOLIO -- seeks maximum appreciation of capital through
diversification of investment securities having potential for capital
appreciation.
KEMPER CONTRARIAN VALUE PORTFOLIO -- seeks to achieve a high rate of total
return from a portfolio primarily of value stocks of larger companies. This
Portfolio was formerly known as the Kemper Value Portfolio.
KEMPER BLUE CHIP PORTFOLIO -- seeks growth of capital and of income.
KEMPER VALUE+GROWTH PORTFOLIO -- seeks growth of capital through professional
management of a portfolio of growth and value stocks. A secondary objective is
the reduction of risk over a full market cycle compared to a portfolio of only
growth stocks or only value stocks.
KVS INDEX 500 PORTFOLIO* -- seeks to match, as closely as possible, before
expenses, the performance of the Standard & Poor's 500 Composite Stock Price
Index, (the "S&P 500 Index"), which emphasizes stocks of large U.S. companies.
This portfolio was formerly known as Kemper Index 500 Portfolio.
* "Standard & Poor's-Registered Trademark-," "S&P-Registered Trademark-" "S&P
500-Registered Trademark-," "Standard & Poor's 500," and "500" are
trademarks of the McGraw-Hill Companies, Inc., and have been licensed for
use by Scudder Kemper Investments, Inc. The KVS Index 500 Portfolio is not
sponsored, endorsed, sold or promoted by Standard & Poor's, and Standard &
Poor's makes no representation regarding the advisability of investing in
the fund. Additional information may be found in the fund's Statement of
Additional Information.
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KEMPER HORIZON 20+ PORTFOLIO -- designed for investors with approximately a
20+year investment horizon, seeks growth of capital, with income as a secondary
objective.
KEMPER TOTAL RETURN PORTFOLIO -- seeks a high total return, a combination of
income and capital appreciation, by investing in a combination of debt
securities and common stocks.
KEMPER HORIZON 10+ PORTFOLIO -- designed for investors with approximately a
10+year investment horizon, seeks a balance between growth of capital and
income, consistent with moderate risk.
KEMPER HIGH YIELD PORTFOLIO -- seeks to provide a high level of current income
by investing in fixed-income securities.
KEMPER HORIZON 5 PORTFOLIO -- designed for investors with approximately a five
year investment horizon, seeks income consistent with preservation of capital,
with growth of capital as a secondary objective.
KEMPER STRATEGIC INCOME PORTFOLIO -- seeks high current return by investing
primarily in bonds issued by U.S. and foreign corporations and governments. This
portfolio was formerly known as Kemper Global Income Portfolio.
KEMPER INVESTMENT GRADE BOND PORTFOLIO -- seeks high current income by investing
primarily in a diversified portfolio of investment grade debt securities.
KEMPER GOVERNMENT SECURITIES PORTFOLIO -- seeks high current return consistent
with preservation of capital from a portfolio composed primarily of U.S.
Government securities.
KEMPER MONEY MARKET PORTFOLIO -- seeks maximum current income to the extent
consistent with stability of principal from a portfolio of high quality money
market instruments that mature in 12 months or less.
KVS FOCUSED LARGE CAP GROWTH PORTFOLIO -- seeks growth through long-term capital
appreciation.
KVS GROWTH OPPORTUNITIES PORTFOLIO -- seeks long-term growth of capital in a
manner consistent with the preservation of capital.
KVS GROWTH AND INCOME PORTFOLIO -- seeks long-term capital growth and current
income.
SCUDDER VARIABLE LIFE INVESTMENT FUND:
SCUDDER 21ST CENTURY GROWTH PORTFOLIO -- pursues long-term growth of capital by
investing primarily in equity securities issued by emerging growth companies.
SCUDDER INTERNATIONAL PORTFOLIO -- seeks long term growth of capital primarily
through diversified holdings of marketable foreign equity investments.
SCUDDER GLOBAL DISCOVERY PORTFOLIO -- seeks above average capital appreciation
over the long term by investing primarily in the equity securities of small
companies located throughout the world.
SCUDDER CAPITAL GROWTH PORTFOLIO -- seeks to maximize long-term capital growth
through a broad and flexible investment program.
SCUDDER GROWTH AND INCOME PORTFOLIO -- seeks long-term growth of capital,
current income and growth of income.
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THE ALGER AMERICAN FUND:
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO -- seeks long-term capital
appreciation. Under normal circumstances, the Portfolio invests in the equity
securities of companies of any size that demonstrate promising growth potential.
ALGER AMERICAN BALANCED PORTFOLIO -- seeks current income and long-term capital
appreciation. The Portfolio focuses on stocks of companies with growth potential
and fixed-income securities, with emphasis on income-producing securities which
appear to have some potential for capital appreciation.
DREYFUS INVESTMENT PORTFOLIOS:
DREYFUS MIDCAP STOCK PORTFOLIO -- seeks investment results that are greater than
the total return performance of publicly traded common stocks of medium-size
domestic companies in the aggregate, as represented by the Standard & Poor's
MidCap 400 Index.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.:
DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND -- seeks to provide capital growth,
with current income as a secondary goal. To pursue these goals, the fund invests
primarily in the common stock of companies that, in the opinion of the fund's
management, meet traditional investment standards and conduct their business in
a manner that contributes to the enhancement of the quality of life in America.
WARBURG PINCUS TRUST:
WARBURG PINCUS EMERGING MARKETS PORTFOLIO -- seeks long-term growth of capital.
To pursue this goal, it invests in equity securities of companies located in or
conducting a majority of their business in emerging markets.
WARBURG PINCUS GLOBAL POST-VENTURE CAPITAL PORTFOLIO -- seeks long-term growth
of capital. To pursue this goal, it invests primarily in equity securities of
U.S. and foreign companies considered to be in their post-venture capital stage
of development.
THE FOLLOWING PORTFOLIOS OF JANUS ASPEN SERIES ARE NOT AVAILABLE TO THOSE WHO
PURCHASE THIS CONTRACT ON OR AFTER MAY 1, 2000:
JANUS ASPEN SERIES:
JANUS ASPEN GROWTH PORTFOLIO -- seeks long-term growth of capital in a manner
consistent with the preservation of capital.
JANUS ASPEN GROWTH AND INCOME PORTFOLIO -- seeks long-term capital growth and
current income.
Certain Underlying Portfolios have investment objectives and/or policies similar
to those of other Underlying Portfolios. To choose the Sub-Accounts which best
meet individual needs and objectives, carefully read the Underlying Portfolio
prospectuses. In some states, insurance regulations may restrict the
availability of particular Sub-Accounts.
If there is a material change in the investment policy of a Sub-Account or the
Underlying Portfolio in which it invests, the Owner will be notified of the
change. If the Owner has values allocated to that Sub-Account, the Company will
transfer it without charge on written request by the Owner to another
Sub-Account or to the Fixed Account. The Company must receive such written
request within 60 days of the later of (1) the effective date of the change in
the investment policy, or (2) the receipt of the notice of the Owner's right to
transfer.
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PERFORMANCE INFORMATION
The Contract was first offered to the public in January 1999. The Company,
however, may advertise "total return" and "average annual total return"
performance information based on (1) the periods that the Sub-Accounts have been
in existence and (2) the periods that the Underlying Portfolios have been in
existence. Performance results in Tables 1A and 2A for all periods shown below
are calculated with all charges assumed to be those applicable to the Contract,
the Sub-Accounts and the Underlying Portfolios. Both the total return and yield
figures are based on historical earnings and are not intended to indicate future
performance. All performance tables referenced in this section may be found in
the SAI.
The total return of a Sub-Account refers to the total of the income generated by
an investment in the Sub-Account and of the changes in the value of the
principal (due to realized and unrealized capital gains or losses) for a
specified period, reduced by certain charges, and expressed as a percentage of
the investment.
The average annual total return represents the average annual percentage change
in the value of an investment in a Sub-Account over a given period of time.
Average annual total return represents averaged figures as opposed to the actual
performance of a Sub-Account, which will vary from year to year.
The yield of the Sub-Account investing in the Kemper Money Market Portfolio
refers to the income generated by an investment in the Sub-Account over a
seven-day period (which period will be specified in the advertisement). This
income is then "annualized" by assuming that the income generated in the
specific week is generated over a 52-week period. This annualized yield is shown
as a percentage of the investment. The "effective yield" calculation is similar
but, when annualized, the income earned by an investment in the Sub-Account is
assumed to be reinvested. Thus the effective yield will be slightly higher than
the yield because of the compounding effect of this assumed reinvestment.
The yield of a Sub-Account investing in a Portfolio other than the Kemper Money
Market Portfolio refers to the annualized income generated by an investment in
the Sub-Account 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.
Quotations of average annual total return as shown in Table 1A in the SAI are
calculated in the manner prescribed by the SEC and show the percentage rate of
return of a hypothetical initial investment of $1,000 for the most recent one-,
five- and ten-year period or for a period covering the time the Sub-Account has
been in existence, if less than the prescribed periods. The calculation is
adjusted to reflect the deduction of the annual Sub-Account asset charge of
1.40%, the Underlying Portfolio charges and an annual Contract fee. The
calculation has not been adjusted to reflect the deduction of the optional M-GAP
Rider or the optional Enhanced Death Benefit Rider charge which, if elected,
would reduce performance.
The performance shown in Table 2A in the SAI is calculated in exactly the same
manner as that in Table 1A; however, the period of time is based on the
Underlying Portfolios' lifetime, which may predate the Sub-Accounts' inception
dates. These performance calculations are based on the assumption that the
Sub-Account corresponding to the applicable Underlying Portfolio was actually in
existence throughout the stated period and that the contractual charges and
expenses during that period were equal to those currently assessed under the
Contract. For more detailed information about these performance calculations,
including actual formulas, see the SAI.
PERFORMANCE INFORMATION FOR ANY SUB-ACCOUNT REFLECTS ONLY THE PERFORMANCE OF A
HYPOTHETICAL INVESTMENT IN THE SUB-ACCOUNT DURING THE TIME PERIOD ON WHICH THE
CALCULATIONS ARE BASED. PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF
THE INVESTMENT OBJECTIVES AND POLICIES AND RISK CHARACTERISTICS OF THE
UNDERLYING PORTFOLIO IN WHICH THE SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS
DURING THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION
OF WHAT MAY BE ACHIEVED IN THE FUTURE.
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Performance information for a Sub-Account may be compared, in reports and
promotional literature, to: (1) the Standard & Poor's 500 Composite Stock Price
Index ("S&P 500"), Dow Jones Industrial Average ("DJIA"), Shearson Lehman
Aggregate Bond Index or other unmanaged indices so that investors may compare
the Sub-Account results with those of a group of unmanaged securities widely
regarded by investors as representative of the securities markets in general;
(2) other groups of variable annuity variable accounts or other investment
products tracked by Lipper, Inc., a widely used independent research firm which
ranks mutual funds and other investment products by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications, or persons, who rank such investment products on overall
performance or other criteria; or (3) the Consumer Price Index (a measure for
inflation) to assess the real rate of return from an investment in the Sub-
Account. Unmanaged indices may assume the reinvestment of dividends but
generally do not reflect deductions for administrative and management costs and
expenses. In addition, relevant broad-based indices and performance from
independent sources may be used to illustrate the performance of certain
Contract features.
At times, the Company may also advertise the ratings and other information
assigned to it by independent rating organizations such as A.M. Best Company
("A.M. Best"), Moody's Investors Service ("Moody's"), Standard & Poor's
Insurance Rating Services ("S&P") and Duff & Phelps. A.M. Best's and Moody's
ratings reflect their current opinion of the Company's relative financial
strength and operating performance in comparison to the norms of the life/health
insurance industry. S&P's and Duff & Phelps' ratings measure the ability of an
insurance company to meet its obligations under insurance policies it issues and
do not measure the ability of such companies to meet other non-policy
obligations. The ratings also do not relate to the performance of the Underlying
Portfolios.
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DESCRIPTION OF THE CONTRACT
A. PAYMENTS
The Company issues a Contract when its underwriting requirements, which include
receipt of the initial payment and allocation instructions by the Company at its
Principal Office, are met. These requirements may also include the proper
completion of an application; however, where permitted, the Company may issue a
Contract without completion of an application and/or signature for certain
classes of annuity contracts.
Payments are to be made payable to the Company. A net payment is equal to the
payment received less the amount of any applicable premium tax. The initial net
payment is credited to the Contract and allocated among the requested investment
options as of the date that all issue requirements are properly met. If all
issue requirements are not completed within five business days of the Company's
receipt of the initial payment, the payment will be returned immediately unless
the applicant authorizes the Company to retain it pending completion of all
issue requirements. Subsequent payments will be credited as of the Valuation
Date received at the Principal Office on the basis of accumulation unit value
next determined after receipt.
Payments may be made to the Contract at any time prior to the Annuity Date, or
prior to payment of the death benefit, subject to certain minimums:
- Currently, the initial payment must be at least $25,000.
- Each subsequent payment must be at least $100.
- The minimum allocation to a Guarantee Period Account is $1,000. If less
than $1,000 is allocated to a Guarantee Period Account, the Company
reserves the right to apply that amount to the Kemper Money Market
Portfolio.
Generally, unless otherwise requested, all payments will be allocated among the
investment options in the same proportion that the initial net payment is
allocated or, if subsequently changed, according to the most recent allocation
instructions. As of the date of this Prospectus, payments may be allocated to a
maximum of seventeen variable Sub-Accounts during the life of the Contract and
prior to the Annuity Date in addition to the Kemper Money Market Portfolio.
There are no restrictions on the number of times the Fixed Account and the
Guarantee Period Accounts may be used over the life of the Contract.
The Owner may change allocation instructions for new payments pursuant to a
written or telephone request. If the Owner elects telephone requests , a
properly completed authorization must be on file before telephone requests will
be honored. The policy of the Company and its agents and affiliates is that they
will not be responsible for losses resulting from acting upon telephone requests
reasonably believed to be genuine. The Company will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine; otherwise,
the Company may be liable for any losses due to unauthorized or fraudulent
instructions. Such procedures may include, among other things, requiring some
form of personal identification prior to acting upon instructions received by
telephone. All telephone instructions are tape-recorded.
From time to time, where permitted by law, the Company may credit additional
amounts to Contracts when Contracts are sold to individuals or groups of
individuals in a manner that reduces sales expenses. The Company will consider
factors such as the following: (1) the size and type of group or class, and the
persistency expected from that group or class; (2) the total amount of payments
to be received and the manner in which payments are remitted; (3) the purpose
for which the Contracts are being purchased and whether that purpose makes it
likely that costs and expenses will be reduced; (4) other transactions where
sales expenses are likely to be reduced; or (5) the level of commissions paid to
selling broker-dealers or certain financial institutions with respect to
Contracts within the same group or class (for example, broker-dealers who offer
this Contract in connection with financial planning services offered on a fee
for service basis). The Company may also credit amounts to Contracts where
either the
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Owner or the Annuitant on the issue date is within the following classes of
individuals ("eligible persons"): employees and registered representatives of
any broker-dealer which has entered into a Sales Agreement with the Company to
sell the Contract; employees of the Company, its affiliates or subsidiaries;
officers, directors, trustees and employees of any of the Underlying Portfolios,
investment managers or sub-advisers of any of the Underlying Portfolios; and the
spouses of and immediate family members residing in the same household with such
eligible persons. "Immediate family members" means children, siblings, parents
and grandparents.
B. RIGHT TO CANCEL INDIVIDUAL RETIREMENT ANNUITY
An individual purchasing a Contract intended to qualify as an IRA may cancel the
Contract at any time within ten days after receipt of the Contract and receive a
refund. In order to cancel the Contract, the Owner must mail or deliver the
Contract to the agent through whom the Contract was purchased, to the Company's
Principal Office at 440 Lincoln Street, Worcester, MA 01653, or to an authorized
representative. Mailing or delivery must occur on or before ten days after
receipt of the Contract for cancellation to be effective.
Within seven days the Company will provide a refund equal to the gross
payment(s) received. In some states, however, the refund may equal the greater
of (a) gross payments or (b) any amounts allocated to the Fixed Account and the
Guarantee Period Accounts plus the Accumulated Value of amounts allocated to the
Variable Account plus any amounts deducted under the Contract or by the
Portfolios for taxes, charges or fees. At the time the Contract is issued, the
"Right to Examine" provision on the cover of the Contract will specifically
indicate whether the refund will be equal to gross payments or equal to the
greater of (a) or (b) as set forth above.
The liability of the Variable Account under this provision is limited to the
Owner's Accumulated Value in the Sub-Accounts on the date of cancellation. Any
additional amounts refunded to the Owner will be paid by the Company.
C. RIGHT TO CANCEL ALL OTHER CONTRACTS
An Owner may cancel the Contract at any time within ten days after receipt of
the Contract (or longer if required by state law) and receive a refund. In most
states, the Company will pay to the Owner an amount equal to the sum of (1) the
difference between the payment paid, including fees, and any amount allocated to
the Variable Account, and (2) the Accumulated Value of amounts allocated to the
Variable Account as of the date the request is received. If the Contract was
purchased as an IRA or issued in a state that requires a full refund of the
initial payment(s), the IRA cancellation right described above will be used. At
the time the Contract is issued, the "Right to Examine" provision on the cover
of the Contract will specifically indicate what the refund will be and the time
period allowed to exercise the right to cancel.
In order to comply with New York regulations concerning the purchase of a new
annuity contract to replace an existing life or annuity contract (a
"replacement"), an Owner who purchases the Contract in New York as a replacement
may cancel within 60 days after receipt. In order to cancel the Contract, the
Owner must mail or deliver it to the Company's Principal Office or to one of its
authorized representatives. The Company will refund an amount equal to the
Surrender Value plus all fees and charges and the Contract will be void from the
beginning.
D. TRANSFER PRIVILEGE
At any time prior to the Annuity Date, an Owner may transfer among investment
options subject to the seventeen variable Sub-Account restriction discussed in
"A. Payments" above. The Company will make transfers pursuant to written or
telephone requests. Also, as discussed in "A. Payments," a properly completed
authorization form must be on file before telephone requests will be honored.
Transfer values will be based on the Accumulation Value next computed after
receipt of the transfer request.
Transfers to a Guarantee Period Account must be at least $1,000. If the amount
to be transferred to a Guarantee Period Account is less than $1,000, the Company
may transfer that amount to the Sub-Account which invests in the
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Kemper Money Market Portfolio. Transfers from a Guarantee Period Account prior
to the expiration of the Guarantee Period will be subject to a Market Value
Adjustment.
The first 12 transfers in a Contract year are guaranteed to be free of any
transfer charge. The Company does not currently charge for additional transfers
but reserves the right to assess a charge, guaranteed never to exceed $25, to
reimburse it for the expense of processing these additional transfers. If you
authorize periodic transfers under an Automatic Transfer option (Dollar Cost
Averaging), or an Automatic Account Rebalancing option, the first automatic
transfer or rebalancing under a request counts as one transfer for purposes of
the 12 transfers guaranteed to be free of a transfer charge in each Contract
year. Each subsequent transfer or rebalancing under that request is without
charge and does not reduce the remaining number of transfers which may be made
free of charge in that Contract year.
The Owner may authorize an independent third party to transact allocations and
transfers in accordance with an asset allocation strategy or other investment
strategy. The Company may provide administrative or other support services to
these independent third parties, however, the Company does not engage any third
parties to offer allocation or other investment services under this Contract,
does not endorse or review any allocation or transfer recommendations and is not
responsible for the investment results of such allocations or transfers
transacted on the Owner's behalf. In addition, the Company reserves the right to
discontinue services or limit the number of Portfolios that it may provide such
services for as well as to restrict such transactions altogether when exercised
by a market timing firm or any other third party authorized to initiate
allocations, transfers or exchanges on behalf of Contract owners. The Company
does not charge the Owner for providing additional support services.
As indicated above, the Company reserves the right to restrict transfer
privileges when exercised by a market timing firm or any other third party
authorized to initiate allocations, transfers or exchanges on behalf of Contract
owners. The Company may, among other things, not accept (1) the transfer or
exchange instructions of any agent acting under a power of attorney on behalf of
more than one Contract owner, or (2) the transfer or exchange instructions of
individual Contract owners who have executed pre-authorized transfer or exchange
forms which are submitted by market timing firms or other third parties on
behalf of more than one Contract owner at the same time.
AUTOMATIC TRANSFERS (DOLLAR COST AVERAGING) AND AUTOMATIC ACCOUNT REBALANCING
OPTIONS. The Owner may elect automatic transfers of a predetermined dollar
amount, not less than $100, on a periodic basis (monthly, bi-monthly, quarterly,
semi-annually or annually) from either the Fixed Account, the Sub-Account
investing in the Kemper Money Market Portfolio or the Sub-Account investing in
the Kemper Government Securities Portfolio (the "source accounts") to one or
more of the available Sub-Accounts. Automatic transfers may not be made into the
Fixed Account, the Guarantee Period Accounts or, if applicable, the Portfolio
being used as the source account. If an automatic transfer would reduce the
balance in the source account to less than $100, the entire balance will be
transferred proportionately to the chosen Sub-Accounts. Automatic transfers will
continue until the amount in the source account on a transfer date is zero or
the Owner's request to terminate the option is received by the Company. If
additional amounts are allocated to the source account after its balance has
fallen to zero, this option will not restart automatically, and the Owner must
provide a new request to the Company.
To the extent permitted by law, the Company reserves the right, from time to
time, to credit an enhanced interest rate to certain initial and/or subsequent
payments deposited into the Fixed Account and which use the Fixed Account as the
source account from which to process automatic transfers. For more information
see "Enhanced Automatic Transfer (Dollar Cost Averaging) Program" in the SAI.
The Owner may request automatic rebalancing of Sub-Account allocations on a
monthly, bi-monthly, quarterly, semi-annual or annual basis in accordance with
percentage allocations specified by the Owner. As frequently as specified by the
Owner, the Company will review the percentage allocations in the Portfolios and,
if necessary, transfer amounts to ensure conformity with the designated
percentage allocation mix. If the amount necessary to re-establish the mix on
any scheduled date is less than $100, no transfer will be made. Automatic
Account Rebalancing will continue until the Owner's request to terminate or
change the option is received by the Company. As such, subsequent payments
allocated in a manner different from the percentage allocation mix in effect on
the date the
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payment is received will be reallocated in accordance with the existing mix on
the next scheduled date unless the Owner's timely request to change the mix or
terminate the option is received by the Company.
The Company reserves the right to limit the number of Sub-Accounts that may be
used for automatic transfers and rebalancing, and to discontinue either option
upon advance written notice. Currently, Dollar Cost Averaging and Automatic
Account Rebalancing may not be in effect simultaneously. Either option may be
elected at no additional charge when the Contract is purchased or at a later
date.
E. SURRENDER
At any time prior to the Annuity Date, an Owner may surrender the Contract and
receive its Surrender Value less applicable tax withholding. The Owner must
return the Contract and a signed, written request for surrender, satisfactory to
the Company, to the Principal Office. The Surrender Value will be calculated
based on the Contract's Accumulated Value as of the Valuation Date on which the
request and the Contract are received at the Principal Office.
After the Annuity Date, only Contracts annuitized under a commutable period
certain annuity option may be surrendered. The amount payable is the commuted
value of any unpaid annuity benefit payments, computed on the basis of the
assumed interest rate incorporated in such annuity benefit payments.
Any amount surrendered is normally payable within seven days following the
Company's receipt of the surrender request. The Company reserves the right to
defer surrenders and withdrawals of amounts in each Sub-Account in any period
during which (1) trading on the New York Stock Exchange is restricted as
determined by the SEC or such Exchange is closed for other than weekends and
holidays, (2) the SEC has, by order, permitted such suspension, or (3) an
emergency, as determined by the SEC, exists such that disposal of Portfolio
securities or valuation of assets of each separate account is not reasonably
practicable.
The Company reserves the right to defer surrenders and withdrawals of amounts
allocated to the Company's Fixed Account and Guarantee Period Accounts for a
period not to exceed six months.
The surrender rights of Owners who are participants under Section 403(b) plans
or who are participants in the Texas Optional Retirement Program ("Texas ORP")
are restricted; see FEDERAL TAX CONSIDERATIONS, "Tax-Sheltered Annuities" and
"Texas Optional Retirement Program."
Where an Owner who is a trustee under a pension plan surrenders, in whole or in
part, a Contract on a terminating employee, the trustee will be permitted to
reallocate all or a part of the total Accumulated Value under the Contract to
other contracts issued by the Company and owned by the trustee. Any such
reallocation will be at the unit values for the Sub-Accounts as of the Valuation
Date on which a written, signed request is received at the Principal Office.
For important tax consequences which may result from surrender, see FEDERAL TAX
CONSIDERATIONS.
F. WITHDRAWALS
At any time prior to the Annuity Date, an Owner may withdraw a portion of the
Accumulated Value of his or her Contract, subject to the limits stated below.
The Owner must submit to the Principal Office a signed, written request for
withdrawal, satisfactory to the Company. The written request must indicate the
dollar amount the Owner wishes to receive and the investment options from which
such amount is to be withdrawn. Amounts withdrawn from a Guarantee Period
Account prior to the end of the applicable Guarantee Period will be subject to a
Market Value Adjustment against the remaining value, as described under
GUARANTEE PERIOD ACCOUNTS.
Where allocations have been made to more than one investment option, a
percentage of the withdrawal may be allocated to each such option. A withdrawal
from a Sub-Account will result in cancellation of a number of units
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equivalent in value to the amount withdrawn, computed as of the Valuation Date
that the request is received at the Principal Office.
After the Annuity Date, only a Contract under which future variable annuity
benefit payments are limited to a specified period may be withdrawn. A
withdrawal after the Annuity Date will result in cancellation of a number of
Annuity Units equivalent in value to the amount withdrawn.
For important restrictions on withdrawals which are applicable to Owners who are
participants under Section 403(b) plans or under the Texas ORP, see FEDERAL TAX
CONSIDERATIONS, "Tax-Sheltered Annuities" and "Texas Optional Retirement
Program."
For important tax consequences which may result from withdrawals, see FEDERAL
TAX CONSIDERATIONS.
SYSTEMATIC WITHDRAWALS. The Owner may elect an automatic schedule of
withdrawals (systematic withdrawals) from amounts in the Sub-Accounts and/or the
Fixed Account on a monthly, bi-monthly, quarterly, semi-annual or annual basis.
Systematic withdrawals from Guarantee Period Accounts are not available. The
minimum amount of each automatic withdrawal is $100. If elected at the time of
purchase, the Owner must designate in writing the specific dollar amount of each
withdrawal and the percentage of this amount which should be taken from each
designated Sub-Account and/or the Fixed Account. Systematic withdrawals then
will begin on the date indicated on the application. If elected after the issue
date, the Owner may elect, by written request, a specific dollar amount and the
percentage of this amount to be taken from each designated Sub-Account and/or
the Fixed Account, or the Owner may elect to withdraw a specific percentage of
the Accumulated Value calculated as of the withdrawal dates, and may designate
the percentage of this amount which should be taken from each account. The first
withdrawal will take place on the date the written request is received at the
Principal Office or, if later, on a date specified by the Owner.
If a withdrawal would cause the remaining Accumulated Value to be less than
$1,000, systematic withdrawals may be discontinued. Systematic withdrawals will
cease automatically on the Annuity Date. The Owner may change or terminate
systematic withdrawals only by written request to the Principal Office.
LIFE EXPECTANCY DISTRIBUTIONS. Prior to the Annuity Date, an Owner who also is
the Annuitant may elect to make a series of systematic withdrawals from the
Contract according to the Company's life expectancy distribution ("LED") option
by returning a properly signed LED request form to the Principal Office.
The Owner may elect monthly, bi-monthly, quarterly, semi-annual, or annual LED
distributions, and may terminate the LED option at any time. Under contracts
issued in Hawaii and New York, the LED option will terminate automatically on
the maximum Annuity Date permitted under the Contract, at which time an Annuity
Option must be selected.
If an Owner elects the Company's LED option, in each calendar year a fraction of
the Accumulated Value is withdrawn based on the Owner's then life expectancy (or
the joint life expectancy of the Owner and a beneficiary.) The numerator of the
fraction is 1 (one) and the denominator of the fraction is the remaining life
expectancy of the Owner, as determined annually by the Company. The resulting
fraction, expressed as a percentage, is applied to the Accumulated Value at the
beginning of the year to determine the amount to be distributed during the year.
Under the Company's LED option, the amount withdrawn from the Contract changes
each year, because life expectancy changes each year that a person lives. For
example, actuarial tables indicate that a person age 70 has a life expectancy of
16 years, but a person who attains age 86 has a life expectancy of another 6.5
years. Where the Owner is a trust or other nonnatural person, the Owner may
elect the LED option based on the Annuitant's life expectancy.
(Note: this option may not produce annual distributions that meet the definition
of "substantially equal periodic payments" as defined under Code Section 72(t).
As such, the withdrawals may be treated by the Internal Revenue Service (IRS) as
premature distributions from the Contract and may be subject to a 10% federal
tax penalty. Owners
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seeking distributions over their life under this definition should consult their
tax advisor. For more information, see FEDERAL TAX CONSIDERATIONS, "C. Taxation
of the Contract in General."
The Company may discontinue or change the LED option at any time, but not with
respect to election of the option made prior to the date of any change in the
LED option.
G. DEATH BENEFIT
In the event that an Owner or (in the event the Owner is a nonnatural person) an
Annuitant dies prior to the Annuity Date, the Company will pay the beneficiary a
death benefit, except when a spousal beneficiary chooses to continue the
Contract as provided below in "H. The Spouse of the Owner as Beneficiary."
DEATH OF AN OWNER PRIOR TO THE ANNUITY DATE. Upon the death of an Owner (or an
Annuitant if the Owner is a nonnatural person), a death benefit will be paid.
The standard death benefit will be equal to the GREATER of (a) the Accumulated
Value on the Valuation Date that the Company receives proof of death, increased
by any positive Market Value Adjustment; or (b) gross payments, decreased
proportionately to reflect withdrawals. For each withdrawal, the proportionate
reduction is calculated as the death benefit under this option immediately prior
to the withdrawal multiplied by the following fraction:
Amount of the withdrawal
----------------------------------------------
Accumulated Value immediately prior to the withdrawal
OPTIONAL ENHANCED DEATH BENEFIT RIDER. When applying for the Contract, an Owner
who is under age 89, may elect an optional Enhanced Death Benefit Rider. Under
the Enhanced Death Benefit Rider:
I. If an Owner (or an Annuitant if the Owner is a nonnatural person) dies
before the Annuity Date and before the oldest Owner's 90th birthday, the death
benefit will be equal to the GREATEST of:
(a) the Accumulated Value on the Valuation Date that the Company receives
proof of death, increased by any positive Market Value Adjustment; or
(b) gross payments accumulated daily at an effective annual yield of 5%,
starting on the date each payment is applied, decreased proportionately
to reflect withdrawals (in Hawaii and New York the 5% is not available;
therefore, (b) equal gross payments decreased proportionately to reflect
withdrawals); or
(c) the highest Accumulated Value on any prior Contract anniversary,
increased for any positive Market Value Adjustment and subsequent
payments and decreased proportionately for subsequent withdrawals.
The (c) value is determined on each Contract anniversary. A snapshot is taken of
the current (a) value and compared to snapshots taken of the (a) value on all
prior Contract anniversaries, after all of the (a) values have been adjusted to
reflect subsequent payments and decreased proportionately for subsequent
withdrawals. The highest of all of these adjusted (a) values then becomes the
(c) value. This (c) value becomes the floor below which the death benefit will
not drop and is locked-in until the next Contract anniversary. The values of
(b) and (c) will be decreased proportionately if withdrawals are taken.
II. If an Owner (or an Annuitant if the Owner is a nonnatural person) dies
before the Annuity Date but on or after the oldest Owner's 90th birthday, the
death benefit will be equal to the GREATER of:
(a) the Accumulated Value on the Valuation Date that the Company receives
proof of death, increased by any positive Market Value Adjustment; or
(b) the death benefit, as calculated under I above, that would have been
payable on the Contract anniversary immediately prior to the oldest
Owner's 90th birthday, increased for subsequent payments and decreased
proportionately for subsequent withdrawals.
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A separate charge is deducted for the optional Enhanced Death Benefit Rider. On
the last day of each month within which the Rider has been in effect and, if
applicable, on the date the Rider is terminated, a charge equal to 1/12th of an
annual rate of 0.25% is made against the Accumulated Value of the Contract at
that time. The charge is made through a pro-rata reduction (based on relative
values) of Accumulation Units in the Sub-Accounts, of dollar amounts in the
Fixed Account, and of dollar amounts in the Guarantee Period Accounts.
PAYMENT OF THE DEATH BENEFIT. The death benefit generally will be paid to the
beneficiary in one sum within seven business days of the receipt of due proof of
death at the Principal Office unless the Owner has specified a death benefit
annuity option. Instead of payment in one sum, the beneficiary may, by written
request, elect to:
(1) defer distribution of the death benefit for a period no more than five
years from the date of death; or
(2) receive distributions over the life of the beneficiary for a period
certain not extending beyond the beneficiary's life expectancy, with
annuity benefit payments beginning one year from the date of death.
If distribution of the death benefit is deferred under (1) or (2), any value in
the Guarantee Period Accounts will be transferred to the Sub-Account investing
in the Kemper Money Market Portfolio. The excess, if any, of the death benefit
over the Accumulated Value also will be transferred to the Sub-Account investing
in the Kemper Money Market Portfolio. The beneficiary may, by written request,
effect transfers and withdrawals during the deferral period and prior to
annuitization under (2), but may not make additional payments. The death benefit
will reflect any earnings or losses experienced during the deferral period. If
there are multiple beneficiaries, the consent of all is required.
With respect to the death benefit, the Accumulated Value will be based on the
unit values next computed after due proof of the death has been received.
H. THE SPOUSE OF THE OWNER AS BENEFICIARY
The Owner's spouse, if named as the sole beneficiary, may by written request
continue the Contract rather than receiving payment of the death benefit. Upon
such election, the spouse will become the Owner and Annuitant subject to the
following: (1) any value in the Guarantee Period Accounts will be transferred to
the Sub-Account investing in the Kemper Money Market Portfolio and (2) the
excess, if any, of the death benefit over the Contract's Accumulated Value also
will be transferred to the Sub-Account investing in the Kemper Money Market
Portfolio. The new Owner may also make additional payments. All other rights and
benefits provided in the Contract will continue, except that any subsequent
spouse of such new Owner will not be entitled to continue the Contract when the
new Owner dies.
I. ASSIGNMENT
The Contract, other than one sold in connection with certain qualified plans,
may be assigned by the Owner at any time prior to the Annuity Date and prior to
the death of an Owner (see FEDERAL TAX CONSIDERATIONS). The Company will not be
deemed to have knowledge of an assignment unless it is made in writing and filed
at the Principal Office. The Company will not assume responsibility for
determining the validity of any assignment. If an assignment of the Contract is
in effect on the Annuity Date, the Company reserves the right to pay to the
assignee, in one sum, that portion of the Surrender Value of the Contract to
which the assignee appears to be entitled. The Company will pay the balance, if
any, in one sum to the Owner in full settlement of all liability under the
Contract. The interest of the Owner and of any beneficiary will be subject to
any assignment.
J. ELECTING THE FORM OF ANNUITY AND ANNUITY DATE
The Owner selects the Annuity Date. To the extent permitted by law, the Annuity
Date may be the first day of any month (1) before the Owner's 85th birthday, if
the Owner's age on the issue date of the Contract is 75 or under; or (2) within
ten years from the issue date of the Contract and before the Owner's 90th
birthday, if the Owner's age on the issue date is between 76 and 90. The Owner
may elect to change the Annuity Date by sending a request to the
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Principal Office at least one month before the Annuity Date. To the extent
permitted by law, the new Annuity Date must be the first day of any month
occurring before the Owner's 99th birthday. In no event will the latest possible
annuitization age exceed 99. If there are Joint Owners, the age of the younger
will determine the Annuity Date. The Internal Revenue Code ("the Code") and the
terms of qualified plans impose limitations on the age at which annuity benefit
payments may commence and the type of annuity option selected. See FEDERAL TAX
CONSIDERATIONS for further information.
Subject to certain restrictions described below, the Owner has the right (1) to
select the annuity payout option under which annuity benefit payments are to be
made, and (2) to determine whether payments are to be made on a fixed basis, a
variable basis, or a combination fixed and variable basis. Certain annuity
options may be commutable or noncommutable. A commutable option provides the
Owner with the right to request a lump sum payment of any remaining balance
after annuity payments have commenced. Under a noncommutable option, the Owner
may not request a lump sum payment. Annuity benefit payments are determined
according to the annuity tables in the Contract, by the annuity option selected,
and by the investment performance of the Sub-Accounts selected. See "Annuity
Benefit Payments" in the SAI.
To the extent a fixed annuity payout option is selected, Accumulated Value will
be transferred to the Fixed Account of the Company, and the annuity benefit
payments will be fixed in amount. See APPENDIX A -- MORE INFORMATION ABOUT THE
FIXED ACCOUNT.
Under a variable annuity payout option, a payment to the Owner, or the payee the
Owner designates, equal to the value of the fixed number of Annuity Units in the
Sub-Accounts is made monthly, quarterly, semi-annually or annually. Since the
value of an Annuity Unit in a Sub-Account will reflect the investment
performance of the Sub-Account, the amount of each annuity benefit payment will
vary.
The annuity payout option selected must produce an initial payment of at least
$50 (a lower amount may be required in some states). The Company reserves the
right to increase this minimum amount. If the annuity payout option selected
does not produce an initial payment which meets this minimum, a single payment
will be made. Once the Company begins making annuity benefit payments, the Owner
cannot make withdrawals or surrender the annuity benefit, except where the Owner
has elected a commutable period certain option. Beneficiaries entitled to
receive remaining payments under either a commutable or noncommutable "period
certain" may elect instead to receive a lump sum settlement. See "K. Description
of Variable Annuity Payout Options."
If the Owner does not elect an option, a variable life annuity with periodic
payments guaranteed for ten years will be purchased. Changes in either the
Annuity Date or annuity option can be made up to one month prior to the Annuity
Date.
If an owner of a fixed annuity contract issued by the Company wishes to elect a
variable annuity payout option after annuitization, the Company may permit such
owner to exchange the fixed contract for a Contract offered in this Prospectus.
The proceeds of the fixed contract will be applied towards the variable annuity
option desired by the owner. The number of Annuity Units under the option will
be calculated using the Annuity Unit values as of the 15th of the month
preceding the Annuity Date.
If the Owner exercises the M-GAP Rider, annuity benefit payments must be made
under a fixed annuity payout option involving a life contingency and will occur
at the Company's guaranteed fixed annuity option rates listed under the Annuity
Option Tables in the Contract.
K. DESCRIPTION OF VARIABLE ANNUITY PAYOUT OPTIONS
The Company currently provides the variable annuity payout options described
below. Currently, variable annuity payout options may be funded through the
Sub-Accounts investing in the Kemper Investment Grade Bond, Kemper Value+Growth,
Kemper Horizon 10+ and Kemper Horizon 5 Portfolios. The Company also
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provides these same options funded through the Fixed Account (fixed annuity
payout option). Regardless of how payments were allocated during the
accumulation period, any of the variable annuity payout options or the fixed
annuity payout options may be selected, or any of the variable annuity payout
options may be selected in combination with any of the fixed annuity payout
options. Other annuity options may be offered by the Company. IRS regulations
may not permit certain of the available annuity options when used in connection
with certain qualified Contracts.
If the Owner (or, if there are Joint Owners, the surviving Joint Owner) dies on
or after the Annuity Date, the beneficiary will become the Owner of the contract
and receive any remaining annuity benefit payments in accordance with the terms
of the annuity benefit payment option selected prior to the Annuity Date. If
there are Joint Owners on or after the Annuity Date, upon the first Owner death,
any remaining annuity benefit payments will continue to the surviving Joint
Owner in accordance with the terms of the annuity benefit payment option
selected prior to the Annuity Date.
If the Owner selects an annuity payout option which provides for the
continuation of payments after the death of an Annuitant, upon the death of an
Annuitant on or after the Annuity Date, any remaining payments will continue to
be paid to the Owner or the payee the Owner has designated.
VARIABLE LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR TEN YEARS. This variable
annuity is payable periodically during the lifetime of the Annuitant with the
guarantee that if the Annuitant should die before the guaranteed number of
payments have been made, the remaining guaranteed payments will continue to be
paid.
VARIABLE LIFE ANNUITY PAYABLE PERIODICALLY DURING THE LIFETIME OF THE ANNUITANT
ONLY. This variable annuity is payable during the Annuitant's life. It would be
possible under this option for the Owner to receive only one annuity benefit
payment if the Annuitant dies prior to the due date of the second annuity
benefit payment, two annuity benefit payments if the Annuitant dies before the
due date of the third annuity benefit payment, and so on. Payments will
continue, however, during the lifetime of the Annuitant, no matter how long he
or she lives.
UNIT FUND VARIABLE LIFE ANNUITY. This is an annuity payable periodically during
the lifetime of the Annuitant with the guarantee that if the Annuitant dies and
(1) exceeds (2) then periodic variable annuity benefit payments will continue
until the number of such payments equals the number determined in (1).
Where: (1) is the dollar amount of the Accumulated Value at annuitization
divided by the dollar amount of the first payment, and
Where: (2) is the number of payments paid prior to the death of the
Annuitant.
JOINT AND SURVIVOR VARIABLE LIFE ANNUITY. This variable annuity is payable
during the joint lifetime of the Annuitant and another individual (i.e. the
beneficiary or a Joint Annuitant), and then continues thereafter during the
lifetime of the survivor. The amount of each payment during the lifetime of the
survivor is based on the same number of Annuity Units which applied during their
joint lifetime. There is no minimum number of payments under this option.
JOINT AND TWO-THIRDS SURVIVOR VARIABLE LIFE ANNUITY. This variable annuity is
payable during the joint lifetime of the Annuitant and one other individual
(i.e., the beneficiary or a Joint Annuitant), and then continues thereafter
during the lifetime of the survivor. The amount of each periodic payment during
the lifetime of the survivor, however, is based upon two-thirds of the number of
Annuity Units which applied during their joint lifetime. There is no minimum
number of payments under this option.
PERIOD CERTAIN VARIABLE ANNUITY. This variable annuity has periodic payments
for a stipulated number of years ranging from one to 30. If the Annuitant dies
before the end of the period, remaining payments will continue to be paid. If
the Annuitant dies before the end of the period, remaining payments will
continue to be
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paid. A fixed period certain annuity may be either commutable or noncommutable.
A variable period certain annuity is automatically commutable.
It should be noted that the period certain option does not involve a life
contingency. In computing payments under this option, the Company deducts a
charge for annuity rate guarantees, which includes a factor for mortality risks.
Although not contractually required to do so, the Company currently follows a
practice of permitting persons receiving payments under a period certain option
to elect to convert to a variable annuity involving a life contingency. The
Company may discontinue or change this practice at any time, but not with
respect to election of the option made prior to the date of any change in this
practice. See FEDERAL TAX CONSIDERATIONS for a discussion of the possible
adverse tax consequences of selecting a period certain option.
L. ANNUITY BENEFIT PAYMENTS
DETERMINATION OF THE FIRST VARIABLE ANNUITY BENEFIT PAYMENT. The amount of the
first monthly payment depends upon the selected variable annuity option, the sex
(however, see "N. NORRIS Decision" below) and age of the Annuitant, and the
value of the amount applied under the annuity option ("annuity value"). The
Contract provides annuity rates that determine the dollar amount of the first
periodic payment under each variable annuity option for each $1,000 of applied
value. From time to time, the Company may offer its Owners both fixed and
variable annuity rates more favorable than those contained in the Contract. Any
such rates will be applied uniformly to all Owners of the same class.
For all options except a death benefit annuity the dollar amount of the first
periodic annuity benefit payment is determined by multiplying (1) the
Accumulated Value applied under that option (after application of any Market
Value Adjustment and less premium tax, if any) divided by $1,000, by (2) the
applicable amount of the first monthly payment per $1,000 of value. For a death
benefit annuity, the annuity value is the amount of the death benefit.
The first periodic annuity benefit payment is based upon the Accumulated Value
as of a date not more than four weeks preceding the date that the first annuity
benefit payment is due. The Company transmits variable annuity benefit payments
for receipt by the payee by the first of a month. Variable annuity benefit
payments are currently based on unit values as of the 15th day of the preceding
month.
THE ANNUITY UNIT. On and after the Annuity Date, the Annuity Unit is a measure
of the value of the monthly annuity benefit payments under a variable annuity
option. The value of an Annuity Unit in each Sub-Account initially was set at
$1.00. The value of an Annuity Unit under a Sub-Account on any Valuation Date
thereafter is equal to the value of such unit on the immediately preceding
Valuation Date, multiplied by the net investment factor of the Sub-Account for
the current Valuation Period and divided by the assumed interest rate for the
current Valuation Period The assumed interest rate, discussed below, is
incorporated in the variable annuity options offered in the Contract.
DETERMINATION OF THE NUMBER OF ANNUITY UNITS. The dollar amount of the first
variable annuity benefit payment is divided by the value of an Annuity Unit of
the selected Sub-Account(s) to determine the number of Annuity Units represented
by the first payment. This number of Annuity Units remains fixed under all
annuity options except the joint and two-thirds survivor annuity option.
DOLLAR AMOUNT OF SUBSEQUENT VARIABLE ANNUITY BENEFIT PAYMENTS. The dollar
amount of each periodic variable annuity benefit payment after the first will
vary with the value of the Annuity Units of the selected Sub-Account(s). The
dollar amount of each subsequent variable annuity benefit payment is determined
by multiplying the fixed number of Annuity Units (derived from the dollar amount
of the first payment, as described above) with respect to a Sub-Account by the
value of an Annuity Unit of that Sub-Account on the applicable Valuation Date.
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<PAGE>
The variable annuity options offered by the Company are based on a 3.5% assumed
interest rate, which affects the amounts of the variable annuity benefit
payments. Variable annuity benefit payments with respect to a Sub-Account will
increase over periods when the actual net investment result of the Sub-Account
exceeds the equivalent of the assumed interest rate. Variable annuity benefit
payments will decrease over periods when the actual net investment results are
less than the equivalent of the assumed interest rate.
For an illustration of a calculation of a variable annuity benefit payment using
a hypothetical example, see "Annuity Benefit Payments" in the SAI.
If the Owner elects the M-GAP Rider, at annuitization the annuity benefit
payments provided under the Rider (calculated by applying the guaranteed annuity
factors to the Minimum Guaranteed Annuity Payout Benefit Base), are compared to
the payments that would otherwise be available with the Rider. If annuity
benefit payments under the Rider are higher, the Owner may exercise the Rider,
provided that the conditions of the Rider are met. If annuity benefit payments
under the Rider are lower, the Owner may choose not to exercise the Rider and
instead annuitize under the then current annuity factors. See "M. Optional
Minimum Guaranteed Annuity Payout (M-GAP) Rider," below.
M. OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT (M-GAP) RIDER
In most jurisdictions, an optional Minimum Guaranteed Annuity Payout ("M-GAP")
Rider is currently available for a separate monthly charge. The M-GAP Rider
guarantees a minimum amount of fixed annuity lifetime income during the annuity
payout phase, after a ten-year or fifteen-year waiting period, subject to the
conditions described below. On each Contract anniversary a Minimum Guaranteed
Annuity Payout Benefit Base is determined. The Minimum Guaranteed Annuity Payout
Benefit Base (less any applicable premium taxes) is the value that will be
annuitized if the Rider is exercised. In order to exercise the Rider, a fixed
annuitization option involving a life contingency must be selected.
Annuitization under this Rider will occur at the Company's guaranteed fixed
annuity option rates listed under the Annuity Option Tables in the Contract. The
Minimum Guaranteed Annuity Payout Benefit Base is equal to the greatest of:
(a) the Accumulated Value increased by any positive Market Value Adjustment,
if applicable, on the Contract anniversary that the M-GAP Benefit Base is
being determined; or
(b) the Accumulated Value on the effective date of the Rider accumulated
daily at an effective annual yield of 5% plus gross payments made
thereafter accumulated daily at an effective annual yield of 5%, starting
on the date each payment is applied, proportionately reduced to reflect
withdrawals; or
(c) the highest Accumulated Value on any prior Contract anniversary since
the Rider effective date, as determined after being increased for
subsequent payments and any positive Market Value Adjustment, if
applicable, and proportionately reduced for subsequent withdrawals.
For each withdrawal described in (b) and (c) above, the proportionate reduction
is calculated by multiplying the (b) or (c) value, whichever is applicable,
determined immediately prior to the withdrawal by the following fraction:
amount of the withdrawal
----------------------------------------------------------
Accumulated Value determined immediately prior to the withdrawal
CONDITIONS ON ELECTION OF THE M-GAP RIDER.
- The Owner may elect the M-GAP Rider at Contract issue or at any time
thereafter, however, if the Rider is not elected within thirty days after
Contract issue or within thirty days after a Contract anniversary date,
the effective date of the Rider will be the following Contract anniversary
date.
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- The Owner may not elect a Rider with a ten-year waiting period if at the
time of election the Owner has reached his or her 87th birthday. The Owner
may not elect a Rider with a fifteen-year waiting period if at the time of
election the Owner has reached his or her 82nd birthday.
EXERCISING THE M-GAP RIDER.
- The Owner may only exercise the M-GAP Rider within thirty days after any
Contract anniversary following the expiration of a ten- or fifteen-year
waiting period from the effective date of the Rider.
- The Owner may only annuitize under a fixed annuity payout option involving
a life contingency as provided under "K. Description of Variable Annuity
Payout Options."
- The Owner may only annuitize at the Company's guaranteed annuity option
rates listed under the Annuity Option Tables in the Contract.
TERMINATING THE M-GAP RIDER.
- The Owner may not terminate the M-GAP Rider prior to the seventh Contract
anniversary after the effective date of the Rider, unless such termination
occurs (1) on or within thirty days after any Contract anniversary and
(2) in conjunction with the repurchase of an M-GAP Rider with a waiting
period of equal or greater length at its then current price, if available.
- The Owner may terminate the Rider at any time after the seventh Contract
Anniversary following the effective date of the Rider.
- The Owner may repurchase a Rider with a waiting period equal to or greater
than the Rider then in force at the new Rider's then current price, if
available, however, repurchase may only occur on or within thirty days of
a Contract anniversary.
- Other than in the event of a repurchase, once terminated the Rider may not
be purchased again.
- The Rider will terminate upon surrender of the Contract or the date that a
death benefit is payable if the Contract is not continued under "H. The
Spouse of the Owner as Beneficiary" (see DESCRIPTION OF THE CONTRACT).
From time to time the Company may illustrate minimum guaranteed income amounts
under the M-GAP Rider based on a variety of assumptions, including varying rates
of return on the value of the Contract during the accumulation phase, annuity
payout periods, annuity payout options and M-GAP Rider waiting periods. Any
assumed rates of return are for purposes of illustration only and are not
intended as a representation of past or future investment rates of return.
For example, the illustration below assumes an initial payment of $100,000 for
an Owner age 60 (at issue) and exercise of an M-GAP Rider with a ten-year
waiting period. The illustration assumes that no subsequent payments or
withdrawals are made and that the annuity payout option is a Life Annuity With
Payments Guaranteed For 10 Years. The values below have been computed based on a
5% net rate of return and are the guaranteed minimums that wold be received
under the M-GAP Rider. The minimum guaranteed benefit base
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<PAGE>
amounts are the values that will be annuitized. Minimum guaranteed annual income
values are based on a fixed annuity payout.
<TABLE>
<CAPTION>
MINIMUM MINIMUM
CONTRACT GUARANTEED GUARANTEED
ANNIVERSARY BENEFIT ANNUAL
AT EXERCISE BASE INCOME(1)
- ----------- ---------- ----------
<S> <C> <C>
10 $162,889 $12,153
15 $207,892 $17,695
</TABLE>
(1) Other fixed annuity options involving a life contingency other than Life
Annuity With Payments Guaranteed for 10 Years are available. See "K.
Description of Variable Annuity Payout Options."
The M-GAP Rider does not create Accumulated Value or guarantee performance of
any investment option. Because this Rider is based on guaranteed actuarial
factors, the level of lifetime income that it guarantees may often be less than
the level that would be provided by applying the then current annuity factors.
Therefore, the Rider should be regarded as providing a guarantee of a minimum
amount of annuity income. As described above, withdrawals will reduce the
benefit base. The Company reserves the right to terminate the availability of
the M-GAP Rider at any time. Such a termination would not effect Riders issued
prior to the termination date, but, as noted above, Owners would not be able to
purchase a new Rider under the repurchase feature. (See "TERMINATING THE M-GAP
RIDER.")
Note: Adding the M-GAP Rider after the issue date or resetting or repurchasing
the benefit will impact the Program to Protect Principal and Provide Growth
Potential offered under the GPA Accounts since the Rider charges are deducted on
a pro-rata basis from all accounts including the GPA Accounts. (See "Program to
Protect Principal and Provide Growth Potential" under GUARANTEE PERIOD
ACCOUNTS.)
N. NORRIS DECISION
In the case of ARIZONA GOVERNING COMMITTEE V. NORRIS, the United States Supreme
Court ruled that, in connection with retirement benefit options offered under
certain employer-sponsored employee benefit plans, annuity options based on
sex-distinct actuarial tables are not permissible under Title VII of the Civil
Rights Act of 1964. The ruling requires that benefits derived from contributions
paid into a plan after August 1, 1983 be calculated without regard to the sex of
the employee. Annuity benefits attributable to payments received by the Company
under a Contract issued in connection with an employer-sponsored benefit plan
affected by the NORRIS decision will be based on the greater of (1) the
Company's unisex non-guaranteed current annuity option rates, or (2) the
guaranteed unisex rates described in such Contract, regardless of whether the
Annuitant is male or female.
O. COMPUTATION OF VALUES
THE ACCUMULATION UNIT. Each net payment is allocated to the investment options
selected by the Owner. Allocations to the Sub-Accounts are credited to the
Contract in the form of Accumulation Units. Accumulation Units are credited
separately for each Sub-Account. The number of Accumulation Units of each Sub-
Account credited to the Contract is equal to the portion of the net payment
allocated to the Sub-Account, divided by the dollar value of the applicable
Accumulation Unit as of the Valuation Date the payment is received in good order
at the Company's Principal Office. The number of Accumulation Units resulting
from each payment will remain fixed unless changed by a subsequent split of
Accumulation Unit value, a transfer, a withdrawal, or surrender. The dollar
value of an Accumulation Unit of each Sub-Account varies from Valuation Date to
Valuation Date based on the investment experience of that Sub-Account, and will
reflect the investment performance, expenses and charges of its Underlying
Portfolios. The value of an Accumulation Unit at inception was set at $1.00 on
the first Valuation Date for each Sub-Account.
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<PAGE>
Allocations to the Guarantee Period Accounts and the Fixed Account are not
converted into Accumulation Units, but are credited interest at a rate
periodically set by the Company. See GUARANTEE PERIOD ACCOUNTS and APPENDIX A --
MORE INFORMATION ABOUT THE FIXED ACCOUNT.
The Accumulated Value under the Contract is determined by (1) multiplying the
number of Accumulation Units in each Sub-Account by the value of an Accumulation
Unit of that Sub-Account on the Valuation Date, (2) adding the products, and
(3) adding the amount of the accumulations in the Fixed Account and Guarantee
Period Accounts, if any.
NET INVESTMENT FACTOR. The Net Investment Factor is an index that measures the
investment performance of a Sub-Account from one Valuation Period to the next.
This factor is equal to 1.000000 plus the result from dividing (1) by (2) and
subtracting (3) and (4) where:
(1) is the investment income of a Sub-Account for the Valuation Period,
including realized or unrealized capital gains and losses during the
Valuation Period, adjusted for provisions made for taxes, if any;
(2) is the value of that Sub-Account's assets at the beginning of the
Valuation Period;
(3) is a charge for mortality and expense risks equal to 1.25% on an annual
basis of the daily value of the Sub-Account's assets; and
(4) is an administrative charge equal to 0.15% on an annual basis of the
daily value of the Sub-Account's assets.
The dollar value of an Accumulation Unit as of a given Valuation Date is
determined by multiplying the dollar value of the corresponding Accumulation
Unit as of the immediately preceding Valuation Date by the appropriate net
investment factor. For an illustration of an Accumulation Unit calculation using
a hypothetical example see the SAI.
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<PAGE>
CHARGES AND DEDUCTIONS
Deductions under the Contract and charges against the assets of the Sub-Accounts
are described below. Other deductions and expenses paid out of the assets of the
Underlying Portfolios are described in the prospectuses and SAIs of the
Underlying Portfolios.
A. VARIABLE ACCOUNT DEDUCTIONS
MORTALITY AND EXPENSE RISK CHARGE. The Company assesses a charge against the
assets of each Sub-Account to compensate for certain mortality and expense risks
it has assumed. The charge is imposed during both the accumulation phase and the
annuity payout phase. The mortality risk arises from the Company's guarantee
that it will make annuity benefit payments in accordance with annuity rate
provisions established at the time the Contract is issued for the life of the
Annuitant (or in accordance with the annuity payout option selected), no matter
how long the Annuitant (or other individual) lives and no matter how long all
Annuitants as a class live. Therefore, the mortality charge is deducted during
the annuity payout phase on all Contracts, including those that do not involve a
life contingency, even though the Company does not bear direct mortality risk
with respect to variable annuity settlement options that do not involve life
contingencies. The expense risk arises from the Company's guarantee that the
charges it makes will not exceed the limits described in the Contract and in
this Prospectus.
If the charge for mortality and expense risks is not sufficient to cover actual
mortality experience and expenses, the Company will absorb the losses. If
expenses are less than the amounts provided to the Company by the charge, the
difference will be a profit to the Company. To the extent this charge results in
a profit to the Company, such profit will be available for use by the Company
for, among other things, the payment of distribution, sales and other expenses.
The mortality and expense risk charge is assessed daily at an annual rate of
1.25% of each Sub-Account's assets. This charge may not be increased. Since
mortality and expense risks involve future contingencies which are not subject
to precise determination in advance, it is not feasible to identify specifically
the portion of the charge which is applicable to each.
ADMINISTRATIVE EXPENSE CHARGE. The Company assesses each Sub-Account with a
daily charge at an annual rate of 0.15% of the average daily net assets of the
Sub-Account. This charge may not be increased. The charge is imposed during both
the accumulation phase and the annuity payout phase. The daily administrative
expense charge is assessed to help defray administrative expenses actually
incurred in the administration of the Sub-Account, without profits. There is no
direct relationship, however, between the amount of administrative expenses
imposed on a given Contract and the amount of expenses actually attributable to
that Contract.
Deductions for the Contract fee (see "B. Contract Fee" below) and for the
administrative expense charge are designed to reimburse the Company for the cost
of administration and related expenses and are not expected to be a source of
profit. The administrative functions and expense assumed by the Company in
connection with the Variable Account and the Contract include, but are not
limited to, clerical, accounting, actuarial and legal services, rent, postage,
telephone, office equipment and supplies, expenses of preparing and printing
registration statements, expense of preparing and typesetting prospectuses and
the cost of printing prospectuses not allocable to sales expense, filing and
other fees.
OTHER CHARGES. Because the Sub-Accounts hold shares of the Underlying
Portfolios, the value of the net assets of the Sub-Accounts will reflect the
investment advisory fee and other expenses incurred by the Underlying
Portfolios. The prospectuses and SAIs of the Underlying Portfolios contain
additional information concerning expenses of the Underlying Portfolios.
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<PAGE>
B. CONTRACT FEE
A $35 Contract fee currently is deducted on the Contract anniversary date and
upon full surrender of the Contract when the Accumulated Value on any of these
dates is less than $75,000. (This fee may vary by state. See your Contract for
more information.) Where Contract value has been allocated to more than one
account, a percentage of the total Contract fee will be deducted from the value
in each account. The portion of the charge deducted from each account will be
equal to the percentage which the value in that account bears to the Accumulated
Value under the Contract. The deduction of the Contract fee from a Sub-Account
will result in cancellation of a number of Accumulation Units equal in value to
the percentage of the charge deducted from that account.
Where permitted by law, the Contract fee also may be waived for Contracts where,
on the issue date, either the Owner or the Annuitant is within the following
class of individuals: employees and registered representatives of any
broker-dealer which has entered into a sales agreement with the Company to sell
the Contract; employees of the Company, its affiliates and subsidiaries;
officers, directors, trustees and employees of any of the Underlying Portfolios;
investment managers or sub-advisers of the Underlying Portfolios; and the
spouses of and immediate family members residing in the same household with such
eligible persons. "Immediate family members" means children, siblings, parents
and grandparents.
C. OPTIONAL BENEFIT RIDER CHARGES
Subject to state availability, the Company currently offers optional benefit
riders that may be elected by the Owner. A separate monthly charge is made for
each rider selected. The charge is made through a pro-rata reduction of the
Accumulated Value of the Sub-Accounts, the Fixed Account and the Guarantee
Period Accounts (based on the relative value that the Accumulation Units of the
Sub-Accounts, the dollar amounts in the Fixed Account and the dollar amounts in
the Guarantee Period Accounts bear to the total Accumulated Value).
The applicable charge is assessed on the Accumulated Value on the last day of
each month within which the Rider has been in effect and, if applicable, on the
date the rider is terminated, multiplied by 1/12th of the following annual
percentage rates:
<TABLE>
<S> <C>
Minimum Guaranteed Annuity Payout (M-GAP) Rider with
ten-year waiting period................................... 0.25%
Minimum Guaranteed Annuity Payout (M-GAP) Rider with
fifteen-year waiting period............................... 0.15%
Enhanced Death Benefit Rider................................ 0.25%
</TABLE>
For a description of the Enhanced Death Benefit Rider, see "G. Death Benefit"
and for a description of the Minimum Guaranteed Annuity Payout (M-GAP) Rider,
see "M. Optional Minimum Guaranteed Annuity Payout (M-GAP) Rider," under
DESCRIPTION OF THE CONTRACT, above.
D. PREMIUM TAXES
Some states and municipalities impose a premium tax on variable annuity
contracts. State premium taxes currently range up to 3.5%. The Company makes a
charge for state and municipal premium taxes, when applicable, and deducts the
amount paid as a premium tax charge. The current practice of the Company is to
deduct the premium tax charge in one of two ways:
1. if the premium tax was paid by the Company when payments were received,
the premium tax charge is deducted on a pro-rata basis when withdrawals
are made, upon surrender of the Contract, or when annuity benefit
payments begin (the Company reserves the right instead to deduct the
premium tax charge for these Contracts at the time the payments are
received); or
2. the premium tax charge is deducted in total when annuity benefit
payments begin.
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In no event will a deduction be taken before the Company has incurred a tax
liability under applicable state law. If no amount for premium tax was deducted
at the time the payment was received, but subsequently tax is determined to be
due prior to the Annuity Date, the Company reserves the right to deduct the
premium tax from the Contract value at the time such determination is made.
E. TRANSFER CHARGE
The Company currently makes no charge for processing transfers. The Company
guarantees that the first 12 transfers in a Contract year will be free of
transfer charge, but reserves the right to assess a charge, guaranteed never to
exceed $25, for each subsequent transfer in a Contract year to reimburse it for
the expense of processing transfers. For more information, see "D. Transfer
Privilege" under DESCRIPTION OF THE CONTRACT.
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GUARANTEE PERIOD ACCOUNTS
Due to certain exemptive and exclusionary provisions in the securities laws,
interests in the Guarantee Period Accounts and the Company's Fixed Account are
not registered as an investment company under the provisions of the Securities
Act of 1933 (the "1933 Act") or the 1940 Act. Accordingly, the staff of the SEC
has not reviewed the disclosures in this Prospectus relating to the Guarantee
Period Accounts or the Fixed Account. Nevertheless, disclosures regarding the
Guarantee Period Accounts and the Fixed Account of the Contract or any fixed
benefits offered under these accounts may be subject to the provisions of the
1933 Act relating to the accuracy and completeness of statements made in the
Prospectus.
INVESTMENT OPTIONS. In most jurisdictions, there currently are nine Guarantee
Periods available under the Contract with durations of two, three, four, five,
six, seven, eight, nine and ten years. Each Guarantee Period Account established
for the Owner is accounted for separately in a non-unitized segregated account,
except in California where it is accounted for in the Company's General Account.
Each Guarantee Period Account provides for the accumulation of interest at a
Guaranteed Interest Rate. The Guaranteed Interest Rate on amounts allocated or
transferred to a Guarantee Period Account is determined from time to time by the
Company in accordance with market conditions; however, once an interest rate is
in effect for a Guarantee Period Account, the Company may not change it during
the duration of the Guarantee Period. In no event will the Guaranteed Interest
Rate be less than 3%.
To the extent permitted by law, the Company reserves the right at any time to
offer Guarantee Periods with durations that differ from those which were
available when a Contract initially was issued and to stop accepting new
allocations, transfers or renewals to a particular Guarantee Period. Owners may
allocate net payments or make transfers from any of the Sub-Accounts, the Fixed
Account or an existing Guarantee Period Account to establish a new Guarantee
Period Account at any time prior to the Annuity Date. Transfers from a Guarantee
Period Account on any date other than on the day following the expiration of
that Guarantee Period will be subject to a Market Value Adjustment. The Company
establishes a separate investment account each time the Owner allocates or
transfers amounts to a Guarantee Period Account except that amounts allocated to
the same Guarantee Period on the same day will be treated as one Guarantee
Period Account. The minimum that may be allocated to establish a Guarantee
Period Account is $1,000. If less than $1,000 is allocated, the Company reserves
the right to apply that amount to the Sub-Account investing in the Kemper Money
Market Portfolio. The Owner may allocate amounts to any of the Guarantee Periods
available.
At least 45 days (but not more than 75 days) prior to the end of a Guarantee
Period, the Company will notify the Owner in writing of the expiration of that
Guarantee Period. At the end of a Guarantee Period the Owner may transfer
amounts to the Sub-Accounts, the Fixed Account or establish a new Guarantee
Period Account of any duration then offered by the Company without a Market
Value Adjustment. If reallocation instructions are not received at the Principal
Office before the end of a Guarantee Period, the account value automatically
will be applied to a new Guarantee Period Account with the same duration unless
(1) less than $1,000 would remain in the Guarantee Period Account on its
expiration date, or (2) the Guarantee Period would extend beyond the Annuity
Date or is no longer available. In such cases, the Guarantee Period Account
value will be transferred to the Sub-Account investing in the Kemper Money
Market Portfolio. Where amounts have been renewed automatically in a new
Guarantee Period, the Company currently gives the Owner an additional 30 days to
transfer out of the Guarantee Period Account without application of a Market
Value Adjustment. This practice may be discontinued or changed with notice at
the Company's discretion. However, under contracts issued in New York, the
Company guarantees that it will transfer monies out of the Guarantee Period
Account without application of a Market Value Adjustment if the Owner's request
is received within ten days of the renewal date.
MARKET VALUE ADJUSTMENT. No Market Value Adjustment will be applied to
transfers, withdrawals or a surrender from a Guarantee Period Account on the
expiration of its Guarantee Period. In addition, no negative Market Value
Adjustment will be applied to a death benefit. However a positive Market Value
Adjustment, if any, will be applied to increase the value of the death benefit
when based on the Contract's Accumulated
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<PAGE>
Value. See "G. Death Benefit" under DESCRIPTION OF THE CONTRACT. A Market Value
Adjustment will apply to all other transfers, withdrawals or a surrender.
Amounts applied under an annuity option are treated as withdrawals when
calculating the Market Value Adjustment. The Market Value Adjustment will be
determined by multiplying the amount taken from each Guarantee Period Account by
the market value factor. The market value factor for each Guarantee Period
Account is equal to:
[(1+i)/(1+j)]to the power of n/365 - 1
where: i is the Guaranteed Interest Rate expressed as a decimal (for
example 3% = 0.03) being credited to the current Guarantee
Period;
j is the new Guaranteed Interest Rate, expressed as a decimal,
for a Guarantee Period with a duration equal to the number of
years remaining in the current Guarantee Period, rounded to
the next higher number of whole years. If that rate is not
available, the Company will use a suitable rate or index
allowed by the Department of Insurance; and
n is the number of days remaining from the Valuation Date to the
end of the current Guarantee Period.
Based on the application of this formula, the value of a Guarantee Period
Account will increase after the Market Value Adjustment is applied if the then
current market rates are lower than the rate being credited to the Guarantee
Period Account. Similarly, the value of a Guarantee Period Account will decrease
after the Market Value Adjustment is applied if the then current market rates
are higher than the rate being credited to the Guarantee Period Account. The
Market Value Adjustment is limited, however, so that even if the account value
is decreased after application of a Market Value Adjustment, it will equal or
exceed the Owner's principal plus 3% earnings per year less applicable Contract
fees. Conversely, if the then current market rates are lower and the account
value is increased after the Market Value Adjustment is applied, the increase in
value also is affected by the minimum guaranteed rate of 3% such that the amount
that will be added to the Guarantee Period Account is limited to the difference
between the amount earned and the 3% minimum guaranteed earnings. For examples
of how the Market Value Adjustment works, see APPENDIX B -- THE MARKET VALUE
ADJUSTMENT.
PROGRAM TO PROTECT PRINCIPAL AND PROVIDE GROWTH POTENTIAL. Under this feature,
the Owner elects a Guarantee Period and one or more Sub-Accounts. The Company
then will compute the proportion of the initial payment that must be allocated
to the Guarantee Period selected, assuming no transfers or withdrawals
(including withdrawals made as part of a pro rata deduction for charges on an
M-GAP Rider purchased or repurchased after issue), in order to ensure that on
the last day of the Guarantee Period it will equal the amount of the entire
initial payment. The required amount then will be allocated to the pre-selected
Guarantee Period Account and the remaining balance to the other investment
options selected by the Owner in accordance with the procedures described in "A.
Payments" under DESCRIPTION OF THE CONTRACT.
WITHDRAWALS. Prior to the Annuity Date, the Owner may make withdrawals of
amounts held in the Guarantee Period Accounts. Withdrawals from these accounts
will be made in the same manner and be subject to the same rules as set forth
under "E. Surrender" and "F. Withdrawals" under DESCRIPTION OF THE CONTRACT. In
addition, the following provisions also apply to withdrawals from a Guarantee
Period Account: (1) a Market Value Adjustment will apply to all withdrawals,
unless made at the end of the Guarantee Period; and (2) the Company reserves the
right to defer payments of amounts withdrawn from a Guarantee Period Account for
up to six months from the date it receives the withdrawal request. If deferred
for 30 days or more, the Company will pay interest on the amount deferred at a
rate of at least 3%.
In the event that a Market Value Adjustment applies to a withdrawal of a portion
of the value of a Guarantee Period Account, it will be calculated on the amount
requested and deducted or added to the amount remaining in the Guarantee Period
Account. If the entire amount in a Guarantee Period Account is requested, the
adjustment will be made to the amount payable.
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<PAGE>
FEDERAL TAX CONSIDERATIONS
The effect of federal income taxes on the value of the Contract, on withdrawals
or surrenders, on annuity benefit payments, and on the economic benefit to the
Owner, or beneficiary depends upon a variety of factors. The following
discussion is based upon the Company's understanding of current federal income
tax laws as they are interpreted as of the date of this Prospectus. No
representation is made regarding the likelihood of continuation of current
federal income tax laws or of current interpretations by the IRS.
IT SHOULD BE RECOGNIZED THAT THE FOLLOWING DISCUSSION OF FEDERAL INCOME TAX
ASPECTS OF AMOUNTS RECEIVED UNDER VARIABLE ANNUITY CONTRACTS IS NOT EXHAUSTIVE,
DOES NOT PURPORT TO COVER ALL SITUATIONS AND IS NOT INTENDED AS TAX ADVICE. A
QUALIFIED TAX ADVISER ALWAYS SHOULD BE CONSULTED WITH REGARD TO THE APPLICATION
OF LAW TO INDIVIDUAL CIRCUMSTANCES.
A. GENERAL
THE COMPANY. The Company intends to make a charge for any effect which the
income, assets, or existence of the Contract, the Variable Account or the
Sub-Accounts may have upon its tax. The Variable Account presently is not
subject to tax, but the Company reserves the right to assess a charge for taxes
should the Variable Account at any time become subject to tax. Any charge for
taxes will be assessed on a fair and equitable basis in order to preserve equity
among classes of Owners and with respect to each separate account as though that
separate account were a separate taxable entity.
The Variable Account is considered a part of and taxed with the operations of
the Company. The Company is taxed as a life insurance company under Subchapter L
of the Code. The Company files a consolidated tax return with its affiliates.
DIVERSIFICATION REQUIREMENTS. The IRS has issued regulations under Section
817(h) of the Code relating to the diversification requirements for variable
annuity and variable life insurance contracts. The regulations prescribed by the
Treasury Department provide that the investments of a segregated asset account
underlying a variable annuity contract are adequately diversified if no more
than 55% of the value of its assets is represented by any one investment, no
more than 70% by any two investments, no more than 80% by any three investments,
and no more than 90% by any four investments. Under this section of the Code, if
the investments are not adequately diversified, the Contract will not be treated
as an annuity contract and therefore, the income on the Contract, for any
taxable year of the Owner, would be treated as ordinary income received or
accrued by the Owner. It is anticipated that the Underlying Funds will comply
with the current diversification requirements. In the event that future IRS
regulations and/or rulings would require Contract modifications in order to
remain in compliance with the diversification standards, the Company will make
reasonable efforts to comply, and it reserves the right to make such changes as
it deems appropriate for that purpose.
INVESTOR CONTROL. In order for a variable annuity contract to qualify for tax
deferral, the Company, and not the variable contract owner, must be considered
to be the owner for tax purposes of the assets in the segregated asset account
underlying the variable annuity contract. In certain circumstances, however,
variable annuity contract owners may now be considered the owners of these
assets for federal income tax purposes. Specifically, the IRS has stated in
published rulings that a variable annuity contract owner may be considered the
owner of segregated account assets if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. The Treasury Department has also announced, in connection with
the issuance of regulations concerning investment diversification, that those
regulations do not provide guidance governing the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor (i.e., the contract owner), rather than the insurance company, to be
treated as the owner of the assets in the account. This announcement also states
that guidance would be issued by way of regulations or rulings on the "extent to
which policyholders may direct their investments to particular sub-accounts
without being treated as owners of the underlying assets." As of the date of
this Prospectus, no such guidance has been issued. The Company, therefore,
additionally reserves the
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right to modify the Contract as necessary in order to attempt to prevent a
contract owner from being considered the owner of a pro rata share of the assets
of the segregated asset account underlying the variable annuity contracts.
B. QUALIFIED AND NON-QUALIFIED CONTRACTS
From a federal tax viewpoint there are two types of variable annuity contracts:
"qualified" contracts and "non-qualified" contracts. A qualified contract is one
that is purchased in connection with a retirement plan which meets the
requirements of Sections 401, 403, or 408 of the Code, while a non-qualified
contract is one that is not purchased in connection with one of the indicated
retirement plans. The tax treatment for certain withdrawals or surrenders will
vary according to whether they are made from a qualified contract or a non-
qualified contract. For more information on the tax provisions applicable to
qualified Contracts, see "E. Provisions Applicable to Qualified Employer Plans."
C. TAXATION OF THE CONTRACT IN GENERAL
The Company believes that the Contract described in this Prospectus will, with
certain exceptions (see "Nonnatural Owners" below), be considered an annuity
contract under Section 72 of the Code. Please note, however, if the owner
chooses an Annuity Date beyond the Owner's 85th birthday, it is possible that
the Contract may not be considered an annuity for tax purposes, and therefore,
the Owner may be taxed on the annual increase in the Accumulated Value. The
Owner should consult tax and financial advisors for more information. This
section governs the taxation of annuities. The following discussion concerns
annuities subject to Section 72.
WITHDRAWALS PRIOR TO ANNUITIZATION. With certain exceptions, any increase in
the Contract's Accumulated Value is not taxable to the Owner until it is
withdrawn from the Contract. Under the current provisions of the Code, amounts
received under an annuity contract prior to annuitization (including payments
made upon the death of the annuitant or owner), generally are first attributable
to any investment gains credited to the contract over the taxpayer's "investment
in the contract." Such amounts will be treated as gross income subject to
federal income taxation. "Investment in the contract" is the total of all
payments to the Contract which were not excluded from the Owner's gross income
less any amounts previously withdrawn which were not included in income. Section
72(e)(11)(A)(ii) requires that all non-qualified deferred annuity contracts
issued by the same insurance company to the same owner during a single calendar
year be treated as one contract in determining taxable distributions.
ANNUITY PAYOUTS AFTER ANNUITIZATION. When annuity benefit payments are
commenced under the Contract, generally a portion of each payment may be
excluded from gross income. The excludable portion generally is determined by a
formula that establishes the ratio that the investment in the Contract bears to
the expected return under the Contract. The portion of the payment in excess of
this excludable amount is taxable as ordinary income. Once all the investment in
the Contract is recovered, the entire payment is taxable to the Owner, whether
or not the Owner is receiving the payments. If an Owner dies before the total
investment in the Contract is recovered, a deduction for the difference is
allowed on the Owner's final tax return.
PENALTY ON DISTRIBUTION. A 10% penalty tax may be imposed on the withdrawal of
investment gains if the withdrawal is made prior to age 59 1/2. The penalty tax
will not be imposed on withdrawals taken on or after age 59 1/2, or if the
withdrawal follows the death of the owner (or, if the owner is not an
individual, the death of the primary annuitant, as defined in the Code) or, in
the case of the owner's "total disability" (as defined in the Code).
Furthermore, under Section 72 of the Code, this penalty tax will not be imposed,
irrespective of age, if the amount received is one of a series of "substantially
equal" periodic payments made at least annually for the life or life expectancy
of the Owner. This requirement is met when the owner elects to have
distributions made over the owner's life expectancy, or over the joint life
expectancy of the owner and beneficiary. The requirement that the amount be paid
out as one of a series of "substantially equal" periodic payments is met when
the number of units withdrawn to make each distribution is substantially the
same. Any modification,
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other than by reason of death or disability, of distributions which are part of
a series of substantially equal periodic payments that occurs before the owner's
age 59 1/2 or five years, will subject the owner to the 10% penalty tax on the
prior distributions. In addition to the exceptions above, the penalty tax will
not apply to withdrawals from a qualified contract made to an employee who has
terminated employment after reaching age 55.
In a Private Letter Ruling, the IRS took the position that where distributions
from a variable annuity contract were determined by amortizing the accumulated
value of the contract over the taxpayer's remaining life expectancy (such as
under the Contract's LED option), and the option could be changed or terminated
at any time, the distributions failed to qualify as part of a "series of
substantially equal payments" within the meaning of Section 72 of the Code. The
distributions, therefore, were subject to the 10% federal penalty tax. This
Private Letter Ruling may be applicable to an Owner who receives distributions
under any LED-type option prior to age 59 1/2. Subsequent Private Letter
Rulings, however, have treated LED-type withdrawal programs as effectively
avoiding the 10% penalty tax. The position of the IRS on this issue is unclear.
ASSIGNMENTS OR TRANSFERS. If the Owner transfers (assigns) the Contract to
another individual as a gift prior to the Annuity Date, the Code provides that
the Owner will incur taxable income at the time of the transfer. An exception is
provided for certain transfers between spouses. The amount of taxable income
upon such taxable transfer is equal to any investment gain in value over the
Owner's cost basis at the time of the transfer. The transfer also is subject to
federal gift tax provisions.
NONNATURAL OWNERS. As a general rule, deferred annuity contracts owned by
"nonnatural persons" (e.g., a corporation) are not treated as annuity contracts
for federal tax purposes, and the investment income attributable to
contributions made after February 28, 1986 is taxed as ordinary income that is
received or accrued by the owner during the taxable year. This rule does not
apply to annuity contracts purchased with a single payment when the annuity date
is no later than a year from the issue date or to deferred annuities owned by
qualified employer plans, estates, employers with respect to a terminated
pension plan, and entities other than employers, such as a trust, holding an
annuity as an agent for a natural person. This exception, however, will not
apply in cases of any employer who is the owner of an annuity contract under a
non-qualified deferred compensation plan.
DEFERRED COMPENSATION PLANS OF STATE AND LOCAL GOVERNMENTS AND TAX-EXEMPT
ORGANIZATIONS. Under Section 457 of the Code, deferred compensation plans
established by governmental and certain other tax-exempt employers for their
employees may invest in annuity contracts. Contributions and investment earnings
are not taxable to employees until distributed; however, with respect to
payments made after February 28, 1986, a contract owned by a state or local
government or a tax-exempt organization will not be treated as an annuity under
Section 72 as well. In addition, plan assets are treated as property of the
employer and are subject to the claims of the employer's general creditors.
D. TAX WITHHOLDING
The Code requires withholding with respect to payments or distributions from
non-qualified contracts and IRAs, unless a taxpayer elects not to have
withholding. A 20% withholding requirement applies to distributions from most
other qualified contracts. In addition, the Code requires reporting to the IRS
of the amount of income received with respect to payment or distributions from
annuities.
The tax treatment of certain withdrawals or surrenders of the non-qualified
Contracts offered by this Prospectus will vary according to whether the amount
withdrawn or surrendered is allocable to an investment in the Contract made
before or after certain dates.
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E. PROVISIONS APPLICABLE TO QUALIFIED EMPLOYER PLANS
Federal income taxation of assets held inside a qualified retirement plan and of
earnings on those assets is deferred until distribution of plan benefits begins.
As such, it is not necessary to purchase a variable annuity contract solely to
obtain its tax deferral feature. However, other features offered under this
Contract and described in this Prospectus -- such as the minimum guaranteed
death benefit, the guaranteed fixed annuity rates and the wide variety of
investment options -- may make this Contract a suitable investment for your
qualified retirement plan.
The tax rules applicable to qualified employer plans, as defined by the Code,
are complex and vary according to the type of plan. Benefits under a qualified
plan may be subject to that plan's terms and conditions irrespective of the
terms and conditions of any annuity contract used to fund such benefits. As
such, the following is simply a general description of various types of
qualified plans that may use the Contract. Before purchasing any annuity
contract for use in funding a qualified plan, more specific information should
be obtained.
A qualified Contract may include special provisions (endorsements) changing or
restricting rights and benefits otherwise available to the Owner of a
non-qualified Contract. Individuals purchasing a qualified Contract should
carefully review any such changes or limitations which may include restrictions
to ownership, transferability, assignability, contributions and distributions.
CORPORATE AND SELF-EMPLOYED ("H.R. 10" AND "KEOGH") PENSION AND PROFIT SHARING
PLANS. Sections 401(a), 401(k) and 403(a) of the Code permit business employers
and certain associations to establish various types of tax-favored retirement
plans for employees. The Self-Employed Individuals' Tax Retirement Act of 1962,
as amended, permits self-employed individuals to establish similar plans for
themselves and their employees. Employers intending to use qualified Contracts
in connection with such plans should seek competent advice as to the suitability
of the Contract to their specific needs and as to applicable Code limitations
and tax consequences.
The Company can provide prototype plans for certain pension or profit sharing
plans for review by the plan's legal counsel. For information, ask your
financial representative.
INDIVIDUAL RETIREMENT ANNUITIES. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
Individual Retirement Annuity ("IRA"). Note: this term covers all IRAs permitted
under Section 408(b) of the Code, including Roth IRAs. IRAs are subject to
limits on the amounts that may be contributed, the persons who may be eligible,
and on the time when distributions may commence. In addition, certain
distributions from other types of retirement plans may be "rolled over," on a
tax-deferred basis, to an IRA. Purchasers of an IRA Contract will be provided
with supplementary information as may be required by the IRS or other
appropriate agency, and will have the right to cancel the Contract as described
in this Prospectus. See "B. Right to Cancel Individual Retirement Annuity."
Eligible employers that meet specified criteria may establish simplified
employee pension plans (SEP-IRAs) or SIMPLE IRA plans for their employees using
IRAs. Employer contributions that may be made to such plans are larger than the
amounts that may be contributed to regular IRAs, and may be deductible to the
employer.
TAX-SHELTERED ANNUITIES ("TSAS"). Under the provisions of Section 403(b) of the
Code, payments made to annuity contracts purchased for employees under annuity
plans adopted by public school systems and certain organizations which are tax
exempt under Section 501(c)(3) of the Code are excludable from the gross income
of such employees to the extent that total annual payments do not exceed the
maximum contribution permitted under the Code. Purchasers of TSA Contracts
should seek competent advice as to eligibility, limitations on permissible
payments and other tax consequences associated with the Contracts.
Withdrawals or other distributions attributable to salary reduction
contributions (including earnings thereon) made to a TSA Contract after
December 31, 1988, may not begin before the employee attains age 59 1/2,
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separates from service, dies or becomes disabled. In the case of hardship, an
Owner may withdraw amounts contributed by salary reduction, but not the earnings
on such amounts. Even though a distribution may be permitted under these
rules (e.g., for hardship or after separation from service), it may be subject
to a 10% penalty tax as a premature distribution, in addition to income tax.
TEXAS OPTIONAL RETIREMENT PROGRAM. Distributions under a TSA Contract issued to
participants in the Texas Optional Retirement Program may not be received except
in the case of the participant's death, retirement or termination of employment
in the Texas public institutions of higher education. These additional
restrictions are imposed under the Texas Government Code and a prior opinion of
the Texas Attorney General.
STATEMENTS AND REPORTS
An Owner is sent a report semi-annually which provides certain financial
information about the Underlying Portfolios. At least annually, but possibly as
frequent as quarterly, the Company will furnish a statement to the Owner
containing information about his or her Contract, including Accumulation Unit
Values and other information as required by applicable law, rules and
regulations. The Company will also send a confirmation statement to Owners each
time a transaction is made affecting the Contract Value. (Certain transactions
made under recurring payment plans such as Dollar Cost Averaging may in the
future be confirmed quarterly rather than by immediate confirmations.) The Owner
should review the information in all statements carefully. All errors or
corrections must be reported to the Company immediately to assure proper
crediting to the Contract. The Company will assume that all transactions are
accurately reported on confirmation statements and quarterly/annual statements
unless the Owner notifies the Principal Office in writing within 30 days after
receipt of the statement.
LOANS (QUALIFIED CONTRACTS ONLY)
Loans are available to owners of TSA Contracts (i.e., contracts issued under
Section 403(b) of the Code) and to Contracts issued to plans qualified under
Sections 401(a) and 401(k) of the Code. Loans are subject to provisions of the
Code and to applicable qualified retirement plan rules. Tax advisors and plan
fiduciaries should be consulted prior to exercising loan privileges.
Loaned amounts will be withdrawn first from Sub-Account and Fixed Account values
on a pro-rata basis until exhausted. Thereafter, any additional amounts will be
withdrawn from the Guarantee Period Accounts (pro-rata by duration and LIFO
within each duration), subject to any applicable Market Value Adjustments. The
maximum loan amount will be determined under the Company's maximum loan formula.
The minimum loan amount is $1,000. Loans will be secured by a security interest
in the Contract and the amount borrowed will be transferred to a loan asset
account within the Company's General Account, where it will accrue interest at a
specified rate below the then current loan rate. Generally, loans must be repaid
within five years or less, and repayments must be made quarterly and in
substantially equal amounts. Repayments will be allocated pro rata in accordance
with the most recent payment allocation, except that any allocations to a
Guarantee Period Account will instead be allocated to the Kemper Money Market
Portfolio.
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
The Company reserves the right, subject to applicable law to make additions to,
deletions from, or substitutions for the shares that are held in the
Sub-Accounts or that the Sub-Accounts may purchase. If the shares of any
Underlying Portfolio no longer are available for investment or if in the
Company's judgment further investment in any Underlying Portfolio should become
inappropriate in view of the purposes of the Variable Account or the affected
Sub-Account, the Company may redeem the shares of that Underlying Portfolio and
substitute shares of another registered open-end management company. The Company
will not substitute any shares attributable to a Contract interest in a
Sub-Account without notice to the Owner and prior approval of the SEC and state
insurance authorities, to the extent required by the 1940 Act or other
applicable law. The
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Variable Account may, to the extent permitted by law, purchase other securities
for other contracts or permit a conversion between contracts upon request by an
Owner.
The Company also reserves the right to establish additional sub-accounts of the
Variable Account, each of which would invest in shares corresponding to a new
portfolio or in shares of another investment company having a specified
investment objective. Subject to applicable law and any required SEC approval,
the Company may, in its sole discretion, establish new sub-accounts or eliminate
one or more Sub-Accounts if marketing needs, tax considerations or investment
conditions warrant. Any new sub-accounts may be made available to existing
Owners on a basis to be determined by the Company.
Shares of the Underlying Portfolios also are issued to separate accounts of
other insurance companies which issue variable life contracts ("mixed funding").
Shares of the Underlying Portfolios also are issued to other unaffiliated
insurance companies ("shared funding"). It is conceivable that in the future
such mixed funding or shared funding may be disadvantageous for variable life
owners or variable annuity owners. Although the Company and the Underlying
Portfolios do not currently foresee any such disadvantages to either variable
life insurance owners or variable annuity owners, the Company and the trustees
of the Underlying Portfolios intend to monitor events in order to identify any
material conflicts between such Owners and to determine what action, if any,
should be taken in response thereto. If the trustees were to conclude that
separate portfolios should be established for variable life and variable annuity
separate accounts, the Company will bear the attendant expenses.
The Company reserves the right, subject to compliance with applicable law, to:
(1) transfer assets from the Variable Account or any of its Sub-Accounts to
another of the Company's separate accounts or sub-accounts having assets
of the same class,
(2) to operate the Variable Account or any Sub-Account as a management
investment company under the 1940 Act or in any other form permitted by
law,
(3) to deregister the Variable Account under the 1940 Act in accordance with
the requirements of the 1940 Act,
(4) to substitute the shares of any other registered investment company for
the Underlying Portfolio shares held by a Sub-Account, in the event that
Underlying Portfolio shares are unavailable for investment, or if the
Company determines that further investment in such Underlying Portfolio
shares is inappropriate in view of the purpose of the Sub-Account,
(5) to change the methodology for determining the net investment factor,
(6) to change the names of the Variable Account or of the Sub-Accounts, and
(7) to combine with other Sub-Accounts or other Separate Accounts of the
Company.
If any of these substitutions or changes are made, the Company may endorse the
Contract to reflect the substitution or change, and will notify Owners of all
such changes. In no event will the changes described above be made without
notice to Owners in accordance with the 1940 Act.
CHANGES TO COMPLY WITH LAW AND AMENDMENTS
The Company reserves the right, without the consent of Owners, to suspend sales
of the Contract as presently offered. The Company also reserves the right to
make any change to provisions of the Contract to comply with, or give Owners the
benefit of, any federal or state statute, rule or regulation, including but not
limited to requirements for annuity contracts and retirement plans under the
Code. Any such changes will apply uniformly to all Contracts that are affected.
You will be given written notice of such changes.
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VOTING RIGHTS
The Company will vote Underlying Portfolio shares held by each Sub-Account in
accordance with instructions received from Owners. Each person having a voting
interest in a Sub-Account will be provided with proxy materials of the
Underlying Portfolio, together with a form with which to give voting
instructions to the Company. Shares for which no timely instructions are
received will be voted in proportion to the instructions which are received. The
Company also will vote shares in a Sub-Account that it owns and which are not
attributable to the Contract in the same proportion. If the 1940 Act or any
rules thereunder should be amended, or if the present interpretation of the 1940
Act or such rules should change, and as a result the Company determines that it
is permitted to vote shares in its own right (whether or not such shares are
attributable to the Contract) the Company reserves the right to do so.
The number of votes which an Owner may cast will be determined by the Company as
of the record date established by the Underlying Portfolio. During the
accumulation phase, the number of Underlying Portfolio shares attributable to
each Owner will be determined by dividing the dollar value of the Accumulation
Units of the Sub-Account credited to the Contract by the net asset value of one
Underlying Portfolio share. During the annuity payout phase, the number of
Underlying Portfolio shares attributable to each Owner will be determined by
dividing the reserve held in each Sub-Account for the Owner's variable annuity
by the net asset value of one Underlying Portfolio share. Ordinarily, the
Owner's voting interest in the Underlying Portfolio will decrease as the reserve
for the variable annuity is depleted.
DISTRIBUTION
The Contract offered by this Prospectus may be purchased from certain
independent broker-dealers, including representatives of Allmerica
Investments, Inc. (the Principal Underwriter) which are registered under the
Securities Exchange Act of 1934 and are members of the National Association of
Securities Dealers, Inc. ("NASD").
The Company pays commissions, not to exceed 1.0% of payments, to broker-dealers
that sell the Contract, plus ongoing annual compensation of up to 1.0% of
Contract value. To the extent permitted by NASD rules, promotional incentives or
payments also may be provided to such broker-dealers based on sales volumes, the
assumption of wholesaling functions, or other sales-related criteria. Additional
payments may be made for other services not directly related to the sale of the
Contract, including the recruitment and training of personnel, production of
promotional literature, and similar services.
Owners may direct any inquiries to their financial representative or to
Allmerica Investments, Inc., 440 Lincoln Street, Worcester, MA 01653, telephone
1-800-782-8380.
LEGAL MATTERS
There are no legal proceedings pending to which the Variable Account is a party,
or to which the assets of the Variable Account are subject. The Company and the
Principal Underwriter are not involved in any litigation that is of material
importance in relation to their total assets or that relates to the Variable
Account.
FURTHER INFORMATION
A Registration Statement under the 1933 Act relating to this offering has been
filed with the SEC. Certain portions of the Registration Statement and
amendments have been omitted in this Prospectus pursuant to the rules and
regulations of the SEC. The omitted information may be obtained from the SEC's
principal office in Washington, DC, upon payment of the SEC's prescribed fees.
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APPENDIX A
MORE INFORMATION ABOUT THE FIXED ACCOUNT
Because of exemption and exclusionary provisions in the securities laws,
interests in the Fixed Account generally are not subject to regulation under the
provisions of the 1933 Act or the 1940 Act. Disclosures regarding the fixed
portion of the Contract and the Fixed Account may be subject to the provisions
of the 1933 Act concerning the accuracy and completeness of statements made in
this Prospectus. The disclosures in this APPENDIX A have not been reviewed by
the SEC.
The Fixed Account is part of the Company's General Account which is made up of
all of the general assets of the Company other than those allocated to separate
accounts. Allocations to the Fixed Account become part of the assets of the
Company, and are used to support insurance and annuity obligations. A portion or
all of net payments may be allocated to accumulate at a fixed rate of interest
in the Fixed Account. Such net amounts are guaranteed by the Company as to
principal and a minimum rate of interest. Under the Contract, the minimum
interest which may be credited on amounts allocated to the Fixed Account is 3%
compounded annually. Additional "Excess Interest" may or may not be credited at
the sole discretion of the Company.
If an allocation designated as a Fixed Account allocation is received at the
Principal Office during a period when the Fixed Account is not available due to
the limitations outlined above, the monies will be allocated to the Kemper Money
Market Portfolio.
A-1
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APPENDIX B
THE MARKET VALUE ADJUSTMENT
MARKET VALUE ADJUSTMENT
The following are examples of how the market value adjustment works:
The market value factor is: [(1+i)/(1+j)] to the power of n/365 -1
The following examples assume:
1. The payment was allocated to a ten-year Guarantee Period Account with a
Guaranteed Interest Rate of 8%.
2. The date of surrender is seven years (2,555 days) from the expiration
date.
3. The value of the Guarantee Period Account is equal to $62,985.60 at the
end of three years.
4. No transfers or withdrawals affecting this Guarantee Period Account have
been made.
NEGATIVE MARKET VALUE ADJUSTMENT (UNCAPPED)*
Assume that on the date of surrender, the current rate (j) is 10.00% or 0.10
<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 -1
= [(1+.08)/(1+.10)] to the power of 2555/365 -1
= (.98182) to the power of 7 -1
= 1.12054
The market value adjustment = the market value factor multiplied by the withdrawal
= -.12054 X $62,985.60
= -$7,592.11
</TABLE>
POSITIVE MARKET VALUE ADJUSTMENT (UNCAPPED)*
Assume that on the date of surrender, the current rate (j) is 7.00% or 0.07
<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 -1
= [(1+.08)/(1+.07)] to the power of 2555/365 -1
= (1.0093) to the power of 7 -1
= .06694
The market value adjustment = the market value factor multiplied by the withdrawal
= .06694 X $62,985.60
= $4,216.26
</TABLE>
* Uncapped is a straight application of the Market Value Adjustment formula when
the value produced is less than the cap.
B-1
<PAGE>
NEGATIVE MARKET VALUE ADJUSTMENT (CAPPED)*
Assume that on the date of surrender, the current rate (j) is 11.00% or 0.11
<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 -1
= [(1+.08)/(1+.11)] to the power of 2555/365 -1
= (.97297) to the power of 7 -1
= .17454
The market value adjustment = Minimum of the market value factor multiplied by the
withdrawal or the negative of the excess interest earned
over 3%
= Minimum (.17454 X $62,985.60 or $8,349.25)
= Minimum ($10,992.38 or $8,349.25)
= $8,349.25
</TABLE>
POSITIVE MARKET VALUE ADJUSTMENT (CAPPED)*
Assume that on the date of surrender, the current rate (j) is 6.00% or 0.06
<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 -1
= [(1+.08)/(1+.06)] to the power of 2555/365 -1
= (1.01887) to the power of 7 -1
= .13981
The market value adjustment = Minimum of the market value factor multiplied by the
withdrawal or the excess interest earned over 3%
= Minimum of (.13981 X $62,985.60 or $8,349.25)
= Minimum of ($8,806.02 or $8,349.25)
= $8,349.25
</TABLE>
* Capped takes into account the excess interest part of the Market Value
Adjustment formula when the value produced is greater than the cap.
B-2
<PAGE>
APPENDIX C
CONDENSED FINANCIAL INFORMATION
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
SEPARATE ACCOUNT KG
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
SUB-ACCOUNT 1999 1998 1997 1996
- ----------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
KEMPER AGGRESSIVE GROWTH PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.000 N/A N/A N/A
End of Period....................................... 1.386 N/A N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 5,432 N/A N/A N/A
KEMPER TECHNOLOGY GROWTH PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.000 N/A N/A N/A
End of Period....................................... 1.761 N/A N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 31,063 N/A N/A N/A
KVS DREMAN FINANCIAL SERVICES PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.057 1.000 N/A N/A
End of Period....................................... 0.907 1.057 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 20,494 0 N/A N/A
KEMPER SMALL CAP GROWTH PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.528 1.309 0.989 1.000
End of Period....................................... 2.027 1.528 1.309 0.989
Number of Units Outstanding at End of Period (in
thousands)........................................... 37,457 34,993 16,339 210
KEMPER SMALL CAP VALUE PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.074 1.227 1.022 1.000
End of Period....................................... 1.089 1.074 1.227 1.022
Number of Units Outstanding at End of Period (in
thousands)........................................... 39,614 49,408 29,597 314
KVS DREMAN HIGH RETURN EQUITY PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.057 1.000 N/A N/A
End of Period....................................... 0.893 1.057 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 78,707 0 N/A N/A
KEMPER INTERNATIONAL PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.194 1.100 1.019 1.000
End of Period....................................... 1.715 1.194 1.100 1.019
Number of Units Outstanding at End of Period (in
thousands)........................................... 41,325 46,830 30,789 360
KEMPER NEW EUROPE PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.057 1.000 N/A N/A
End of Period....................................... 1.016 1.057 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 4,224 0 N/A N/A
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
SUB-ACCOUNT 1999 1998 1997 1996
- ----------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
KEMPER GLOBAL BLUE CHIP PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.057 1.000 N/A N/A
End of Period....................................... 1.235 1.057 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 8,559 0 N/A N/A
KEMPER GROWTH PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.352 1.191 0.995 1.000
End of Period....................................... 1.828 1.352 1.191 0.995
Number of Units Outstanding at End of Period (in
thousands)........................................... 76,104 56,608 24,186 370
KEMPER CONTRARIAN VALUE PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.566 1.332 1.036 1.000
End of Period....................................... 1.387 1.566 1.332 1.036
Number of Units Outstanding at End of Period (in
thousands)........................................... 89,798 90,048 53,634 317
KEMPER BLUE CHIP PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.241 1.105 1.000 N/A
End of Period....................................... 1.532 1.241 1.105 N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 85,136 49,320 13,179 N/A
KEMPER VALUE+GROWTH PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.438 1.213 0.981 1.000
End of Period....................................... 1.652 1.438 1.213 0.981
Number of Units Outstanding at End of Period (in
thousands)........................................... 66,589 64,931 30,946 197
KVS INDEX 500 PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.000 N/A N/A N/A
End of Period....................................... 1.090 N/A N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 17,600 N/A N/A N/A
KEMPER HORIZON 20+ PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.318 1.183 0.995 1.000
End of Period....................................... 1.420 1.318 1.183 0.995
Number of Units Outstanding at End of Period (in
thousands)........................................... 16,868 19,538 7,768 226
KEMPER TOTAL RETURN PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.321 1.164 0.984 1.000
End of Period....................................... 1.496 1.321 1.164 0.984
Number of Units Outstanding at End of Period (in
thousands)........................................... 141,157 85,265 31,284 353
KEMPER HORIZON 10+ PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.267 1.154 1.002 1.000
End of Period....................................... 1.354 1.267 1.154 1.002
Number of Units Outstanding at End of Period (in
thousands)........................................... 32,883 28,551 10,199 39
</TABLE>
C-2
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
SUB-ACCOUNT 1999 1998 1997 1996
- ----------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
KEMPER HIGH YIELD PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.124 1.123 1.020 1.000
End of Period....................................... 1.132 1.124 1.123 1.020
Number of Units Outstanding at End of Period (in
thousands)........................................... 130,757 132,619 64,934 941
KEMPER HORIZON 5 PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.206 1.114 1.002 1.000
End of Period....................................... 1.247 1.206 1.114 1.002
Number of Units Outstanding at End of Period (in
thousands)........................................... 25,267 19,335 7,888 53
KEMPER STRATEGIC INCOME PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.115 1.019 1.000 N/A
End of Period....................................... 1.035 1.115 1.019 N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 3,483 2,760 1,317 N/A
KEMPER INVESTMENT GRADE BOND PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.148 1.079 1.003 1.000
End of Period....................................... 1.109 1.148 1.079 1.003
Number of Units Outstanding at End of Period (in
thousands)........................................... 41,387 29,010 8,255 22
KEMPER GOVERNMENT SECURITIES PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.126 1.067 0.993 1.000
End of Period....................................... 1.118 1.126 1.067 0.993
Number of Units Outstanding at End of Period (in
thousands)........................................... 45,653 28,997 7,815 498
KEMPER MONEY MARKET PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.080 1.042 1.004 1.000
End of Period....................................... 1.116 1.080 1.042 1.004
Number of Units Outstanding at End of Period (in
thousands)........................................... 59,036 28,692 15,760 1,904
KVS FOCUSED LARGE CAP PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.000 N/A N/A N/A
End of Period....................................... 1.281 N/A N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 637 N/A N/A N/A
SCUDDER INTERNATIONAL PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.057 1.000 N/A N/A
End of Period....................................... 1.501 1.057 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 19,494 0 N/A N/A
SCUDDER GLOBAL DISCOVERY PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.057 1.000 N/A N/A
End of Period....................................... 1.563 1.057 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 10,987 0 N/A N/A
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
SUB-ACCOUNT 1999 1998 1997 1996
- ----------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
SCUDDER CAPITAL GROWTH PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.057 1.000 N/A N/A
End of Period....................................... 1.411 1.057 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 30,553 0 N/A N/A
SCUDDER GROWTH AND INCOME PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.057 1.000 N/A N/A
End of Period....................................... 0.981 1.057 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 34,413 0 N/A N/A
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.000 N/A N/A N/A
End of Period....................................... 1.197 N/A N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 1,495 N/A N/A N/A
ALGER AMERICAN BALANCED PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.000 N/A N/A N/A
End of Period....................................... 1.058 N/A N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 1,730 N/A N/A N/A
DREYFUS MID CAP STOCK PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.000 N/A N/A N/A
End of Period....................................... 1.080 N/A N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 516 N/A N/A N/A
DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND
Unit Value $:
Beginning of Period................................. 1.000 N/A N/A N/A
End of Period....................................... 1.177 N/A N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 878 N/A N/A N/A
JANUS ASPEN GROWTH PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.000 N/A N/A N/A
End of Period....................................... 1.265 N/A N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 552 N/A N/A N/A
JANUS ASPEN GROWTH AND INCOME PORTFOLIO
Unit Value $:
Beginning of Period................................. 1.000 N/A N/A N/A
End of Period....................................... 1.478 N/A N/A N/A
Number of Units Outstanding at End of Period (in
thousands)........................................... 429 N/A N/A N/A
</TABLE>
No information is shown above for Sub-Accounts that commenced operations after
December 31, 1999.
C-4
<PAGE>
CONDENSED FINANCIAL INFORMATION
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT KG
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
SUB-ACCOUNT 1999 1998 1997
- ----------- -------- -------- --------
<S> <C> <C> <C>
KEMPER AGGRESSIVE GROWTH PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.000 N/A N/A
End of Period............................................... 1.386 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 119 N/A N/A
KEMPER TECHNOLOGY GROWTH PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.000 N/A N/A
End of Period............................................... 1.761 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 627 N/A N/A
KVS DREMAN FINANCIAL SERVICES PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.127 1.000 N/A
End of Period............................................... 1.055 1.127 N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 272 51 N/A
KEMPER SMALL CAP GROWTH PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.150 0.985 1.000
End of Period............................................... 1.526 1.150 0.985
Number of Units Outstanding at End of Period (in
thousands)................................................. 498 232 18
KEMPER SMALL CAP VALUE PORTFOLIO
Unit Value $:
Beginning of Period......................................... 0.878 1.003 1.000
End of Period............................................... 0.890 0.878 1.003
Number of Units Outstanding at End of Period (in
thousands)................................................. 701 707 52
KVS DREMAN HIGH RETURN EQUITY PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.153 1.000 N/A
End of Period............................................... 1.010 1.153 N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 2,012 450 N/A
KEMPER INTERNATIONAL PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.012 0.932 1.000
End of Period............................................... 1.453 1.012 0.932
Number of Units Outstanding at End of Period (in
thousands)................................................. 545 377 48
KEMPER NEW EUROPE PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.036 1.000 N/A
End of Period............................................... 1.166 1.036 N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 196 5 N/A
</TABLE>
C-5
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
SUB-ACCOUNT 1999 1998 1997
- ----------- -------- -------- --------
<S> <C> <C> <C>
KEMPER GLOBAL BLUE CHIP PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.042 1.000 N/A
End of Period............................................... 1.302 1.042 N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 302 50 N/A
KEMPER GROWTH PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.105 0.973 1.000
End of Period............................................... 1.494 1.105 0.973
Number of Units Outstanding at End of Period (in
thousands)................................................. 1,323 512 16
KEMPER CONTRARIAN VALUE PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.193 1.014 1.000
End of Period............................................... 1.056 1.193 1.014
Number of Units Outstanding at End of Period (in
thousands)................................................. 1,769 1,914 174
KEMPER BLUE CHIP PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.241 1.105 1.000
End of Period............................................... 1.532 1.241 1.105
Number of Units Outstanding at End of Period (in
thousands)................................................. 2,885 931 43
KEMPER VALUE+GROWTH PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.138 0.960 1.000
End of Period............................................... 1.307 1.138 0.960
Number of Units Outstanding at End of Period (in
thousands)................................................. 1,627 1,081 125
KVS INDEX 500 PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.000 N/A N/A
End of Period............................................... 1.090 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 60 N/A N/A
KEMPER HORIZON 20+ PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.092 0.980 1.000
End of Period............................................... 1.177 1.092 0.980
Number of Units Outstanding at End of Period (in
thousands)................................................. 126 35 5
KEMPER TOTAL RETURN PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.151 1.014 1.000
End of Period............................................... 1.303 1.151 1.014
Number of Units Outstanding at End of Period (in
thousands)................................................. 2,696 1,222 42
KEMPER HORIZON 10+ PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.115 1.016 1.000
End of Period............................................... 1.192 1.115 1.016
Number of Units Outstanding at End of Period (in
thousands)................................................. 1,102 789 21
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
SUB-ACCOUNT 1999 1998 1997
- ----------- -------- -------- --------
<S> <C> <C> <C>
KEMPER HIGH YIELD PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.005 1.004 1.000
End of Period............................................... 1.012 1.005 1.004
Number of Units Outstanding at End of Period (in
thousands)................................................. 2,786 2,121 75
KEMPER HORIZON 5 PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.101 1.017 1.000
End of Period............................................... 1.138 1.101 1.017
Number of Units Outstanding at End of Period (in
thousands)................................................. 197 643 81
KEMPER STRATEGIC INCOME PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.115 1.019 1.000
End of Period............................................... 1.035 1.115 1.019
Number of Units Outstanding at End of Period (in
thousands)................................................. 55 26 11
KEMPER INVESTMENT GRADE BOND PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.069 1.004 1.000
End of Period............................................... 1.032 1.069 1.004
Number of Units Outstanding at End of Period (in
thousands)................................................. 643 404 21
KEMPER GOVERNMENT SECURITIES PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.060 1.004 1.000
End of Period............................................... 1.052 1.060 1.004
Number of Units Outstanding at End of Period (in
thousands)................................................. 696 971 21
KEMPER MONEY MARKET PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.037 1.000 1.000
End of Period............................................... 1.072 1.037 1.000
Number of Units Outstanding at End of Period (in
thousands)................................................. 2,322 772 5
KVS FOCUSED LARGE CAP PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.000 N/A N/A
End of Period............................................... 1.281 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 2 N/A N/A
SCUDDER INTERNATIONAL PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.099 1.000 N/A
End of Period............................................... 1.675 1.099 N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 327 201 N/A
SCUDDER GLOBAL DISCOVERY PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.000 1.000 N/A
End of Period............................................... 1.412 1.000 N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 57 0 N/A
</TABLE>
C-7
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
SUB-ACCOUNT 1999 1998 1997
- ----------- -------- -------- --------
<S> <C> <C> <C>
SCUDDER CAPITAL GROWTH PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.172 1.000 N/A
End of Period............................................... 1.562 1.172 N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 848 143 N/A
SCUDDER GROWTH AND INCOME PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.103 1.000 N/A
End of Period............................................... 1.153 1.103 N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 779 411 N/A
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.000 N/A N/A
End of Period............................................... 1.197 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 24 N/A N/A
ALGER AMERICAN BALANCED PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.000 N/A N/A
End of Period............................................... 1.058 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 2 N/A N/A
DREYFUS MID CAP STOCK PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.000 N/A N/A
End of Period............................................... 1.110 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 4 N/A N/A
DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND
Unit Value $:
Beginning of Period......................................... 1.000 N/A N/A
End of Period............................................... 1.173 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 2 N/A N/A
JANUS ASPEN GROWTH PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.000 N/A N/A
End of Period............................................... 1.227 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 2 N/A N/A
JANUS ASPEN GROWTH AND INCOME PORTFOLIO
Unit Value $:
Beginning of Period......................................... 1.000 N/A N/A
End of Period............................................... 1.407 N/A N/A
Number of Units Outstanding at End of Period (in
thousands)................................................. 2 N/A N/A
</TABLE>
No information is shown above for Sub-Accounts that commenced operations after
December 31, 1999.
C-8
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
STATEMENT OF ADDITIONAL INFORMATION
OF
FLEXIBLE PAYMENT DEFERRED VARIABLE AND FIXED ANNUITY CONTRACTS FUNDED THROUGH
SUB-ACCOUNTS OF
SEPARATE ACCOUNT KG
INVESTING IN SHARES OF THE UNDERLYING PORTFOLIOS
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE KEMPER GATEWAY ADVISOR PROSPECTUS OF SEPARATE ACCOUNT KG
DATED MAY 1, 2000 ("THE PROSPECTUS"). THE PROSPECTUS MAY BE OBTAINED FROM
ANNUITY CLIENT SERVICES, ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY,
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653, TELEPHONE 1-800-782-8380.
DATED MAY 1, 2000
AFLIAC KEMPER GATEWAY ADVISOR
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
GENERAL INFORMATION AND HISTORY.............................................2
TAXATION OF THE CONTRACT, THE VARIABLE ACCOUNT
AND THE COMPANY.........................................................3
SERVICES....................................................................3
UNDERWRITERS................................................................4
ANNUITY BENEFIT PAYMENTS....................................................4
ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM.................6
PERFORMANCE INFORMATION.....................................................6
TAX-DEFERRED ACCUMULATION...................................................7
FINANCIAL STATEMENTS......................................................F-1
</TABLE>
GENERAL INFORMATION AND HISTORY
Separate Account KG (the "Variable Account") is a separate investment account of
Allmerica Financial Life Insurance and Annuity Company (the "Company")
authorized by vote of its Board of Directors on June 13, 1996. The Company is a
life insurance company organized under the laws of Delaware in July 1974. Its
principal office (the "Principal Office") is located at 440 Lincoln Street,
Worcester, Massachusetts 01653, telephone 508-855-1000. The Company is subject
to the laws of the State of Delaware governing insurance companies and to
regulation by the Commissioner of Insurance of Delaware. In addition, the
Company is subject to the insurance laws and regulations of other states and
jurisdictions in which it is licensed to operate. As of December 31, 1999, the
Company had over $17 billion in assets and over $26 billion of life insurance in
force.
Effective October 1, 1995, the Company changed its name from SMA Life Assurance
Company to Allmerica Financial Life Insurance and Annuity Company. The Company
is a wholly owned subsidiary of First Allmerica Financial Life Insurance Company
("First Allmerica") which, in turn, is a wholly owned subsidiary of Allmerica
Financial Corporation ("AFC"). First Allmerica, originally organized under the
laws of Massachusetts in 1844 as a mutual life insurance company and known as
State Mutual Life Assurance Company of America, converted to a stock life
insurance company and adopted its present name on October 16, 1995. First
Allmerica is among the five oldest life insurance companies in America. As of
December 31, 1999, First Allmerica and its subsidiaries (including the Company)
had over $8 billion in combined assets and over $43 billion in life insurance in
force.
Currently, 39 Sub-Accounts of the Variable Account are available under the
Kemper Gateway Advisor contract (the "Contract"). Each Sub-Account invests in a
corresponding investment portfolio of Kemper Variable Series ("KVS"), Scudder
Variable Life Investment Fund ("Scudder VLIF"), Dreyfus Investment Portfolios,
The Dreyfus Socially Responsible Growth Fund, Inc., the Janus Aspen Series
("Janus Aspen"), The Alger American Fund ("Alger') or Warburg Pincus Trust,
open-end, registered management investment companies.
Twenty-six different portfolios of KVS are available under the Contract: the
Kemper Aggressive Growth Portfolio, Kemper Technology Growth Portfolio, KVS
Dreman Financial Services Portfolio (formerly Kemper-Dreman Financial Services
Portfolio), Kemper Small Cap Growth Portfolio,
2
<PAGE>
Kemper Small Cap Value Portfolio, KVS Dreman High Return Equity Portfolio
(formerly Kemper-Dreman High Return Equity Portfolio), Kemper International
Portfolio, Kemper International Growth and Income Portfolio, Kemper Global Blue
Chip Portfolio, Kemper Growth Portfolio, Kemper Contrarian Value Portfolio,
Kemper Blue Chip Portfolio, Kemper Value+Growth Portfolio, KVS Index 500
Portfolio (formerly Kemper Index 500 Portfolio), Kemper Horizon 20+ Portfolio,
Kemper Total Return Portfolio, Kemper Horizon 10+ Portfolio, Kemper High Yield
Portfolio, Kemper Horizon 5 Portfolio, Kemper Global Income Portfolio, Kemper
Investment Grade Bond Portfolio, Kemper Government Securities Portfolio, Kemper
Money Market Portfolio, KVS Growth Opportunities Portfolio, KVS Growth And
Income Portfolio and KVS Focused Large Cap Growth Portfolio. Five portfolios of
Scudder VLIF are available under the Contract: the Scudder 21st Century Growth
Portfolio, Scudder International Portfolio, Scudder Global Discovery Portfolio,
Scudder Capital Growth Portfolio, and Scudder Growth and Income Portfolio. One
portfolio of Dreyfus Investment Portfolios is available under the Contract: the
Dreyfus MidCap Stock Portfolio. One portfolio of The Dreyfus Socially
Responsible Growth Fund, Inc. is available under the Contract: the Dreyfus
Socially Responsible Growth Fund. Two portfolios of Janus Aspen are available
under the Contract: the Janus Aspen Growth Portfolio and the Janus Aspen Growth
and Income Portfolio. Two portfolios of Alger are available under the Contract:
the Alger American Leveraged AllCap Portfolio and the Alger American Balanced
Portfolio. Two portfolios of Warburg Pincus Trust are available under the
Contract: the Warburg Pincus Emerging Markets Portfolio and the Warburg Pincus
Global Post-Venture Capital Portfolio (together, the "Underlying Portfolios").
Each Underlying Portfolio available under the Contract has its own investment
objectives and certain attendant risks.
TAXATION OF THE CONTRACT, THE VARIABLE
ACCOUNT AND THE COMPANY
The Company currently imposes no charge for taxes payable in connection with the
Contract, other than for state and local premium taxes and similar assessments
when applicable. The Company reserves the right to impose a charge for any other
taxes that may become payable in the future in connection with the Contract or
the Variable Account.
The Variable Account is considered to be a part of and taxed with the operations
of the Company. The Company is taxed as a life insurance company under
subchapter L of the Internal Revenue Code (the "Code"), and files a consolidated
tax return with its parent and affiliated companies.
The Company reserves the right to make a charge for any effect which the income,
assets or existence of the Contract or the Variable Account may have upon its
tax. Such charge for taxes, if any, will be assessed on a fair and equitable
basis in order to preserve equity among classes of Contract Owners ("Owners").
The Variable Account presently is not subject to tax.
SERVICES
CUSTODIAN OF SECURITIES. The Company serves as custodian of the assets of the
Variable Account. Underlying Portfolio shares owned by the Sub-Accounts are held
on an open account basis. A Sub-Account's ownership of Underlying Portfolio
shares is reflected on the records of the Underlying Portfolio and is not
represented by any transferable stock certificates.
EXPERTS. The financial statements of the Company as of December 31, 1999 and
1998 and for each of the three years in the period ended December 31, 1999, and
the financial statements of Separate Account KG of the Company as of December
31, 1999 and for the periods indicated, included in this Statement of Additional
Information constituting part of this Registration Statement, have been so
included in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
3
<PAGE>
The financial statements of the Company included herein should be considered
only as bearing on the ability of the Company to meet its obligations under the
Contract.
UNDERWRITERS
Allmerica Investments, Inc. ("Allmerica Investments"), a registered
broker-dealer under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. ("NASD"), serves as principal
underwriter and general distributor for the Contract pursuant to a contract with
Allmerica Investments, the Company and the Variable Account. Allmerica
Investments distributes the Contract on a best-efforts basis. Allmerica
Investments, Inc., 440 Lincoln Street, Worcester, Massachusetts 01653, was
organized in 1969 as a wholly owned subsidiary of First Allmerica, and presently
is indirectly wholly owned by First Allmerica.
The Contract offered by this Prospectus is offered continuously, and may be
purchased from certain independent broker-dealers which are NASD members and
whose representatives are authorized by applicable law to sell variable annuity
contracts.
All persons selling the Contract are required to be licensed by their respective
state insurance authorities for the sale of variable annuity contracts. The
Company pays commissions, not to exceed 1.0% of purchase payments, to entities
which sell the Contract. To the extent permitted by NASD rules, promotional
incentives or payments also may be provided to such entities based on sales
volumes, the assumption of wholesaling functions or other sales-related
criteria. Additional payments may be made for other services not directly
related to the sale of the Contract, including the recruitment and training of
personnel, production of promotional literature and similar services. A
Promotional Allowance of 0.40% of total payments is paid to Kemper Distributors,
Inc. for administrative and support services with respect to the distribution of
the Contract; however, Kemper Distributors, Inc. may direct the Company to pay a
portion of said allowance to broker-dealers who provide support services
directly.
Commissions paid by the Company do not result in any charge to Owners or to the
Variable Account in addition to the charges described under "CHARGES AND
DEDUCTIONS" in the Prospectus.
The aggregate amounts of commissions paid to Allmerica Investments for sales of
all contracts funded by Separate Account KG (including contracts not described
in the Prospectus) for the years 1997, 1998 and 1999 were $27,393,518,
$52,668,438 and $37,629,063.
No commissions were retained by Allmerica Investments for sales of all contracts
funded by Separate Account KG (including contracts not described in the
Prospectus) for the years 1997, 1998 and 1999.
ANNUITY BENEFIT PAYMENTS
The method by which the Accumulated Value under the Contract is determined is
described in detail under "Computation of Values" in the Prospectus.
ILLUSTRATION OF ACCUMULATION UNIT CALCULATION USING HYPOTHETICAL EXAMPLE. The
Accumulation Unit calculation for a daily Valuation Period may be illustrated by
the following hypothetical example: Assume that the assets of a Sub-Account at
the beginning of a one-day Valuation Period were $5,000,000; that the value of
an Accumulation Unit on the previous date was $1.135000; and that during the
Valuation Period, the investment income and net realized and unrealized capital
gains exceed net realized and unrealized capital losses by $1,675. The
Accumulation Unit Value at the end of the current Valuation Period would be
calculated as follows:
<TABLE>
<S> <C>
(1) Accumulation Unit Value -- Previous Valuation Period...............................$1.135000
4
<PAGE>
(2) Value of Assets -- Beginning of Valuation Period..................................$5,000,000
(3) Excess of Investment Income and Net Gains Over Capital Losses.........................$1,675
(4) Adjusted Gross Investment Rate for the Valuation Period (3) divided by (2)..........0.000335
(5) Annual Charge (one-day equivalent of 1.40% per annum)...............................0.000039
(6) Net Investment Rate (4) - (5).......................................................0.000296
(7) Net Investment Factor 1.000000 + (6)................................................1.000296
(8) Accumulation Unit Value -- Current Period (1) x (7)................................$1.135336
</TABLE>
Conversely, if unrealized capital losses and charges for expenses and taxes
exceeded investment income and net realized capital gains by $1,675, the
Accumulation Unit Value at the end of the Valuation Period would have been
$1.134576.
The method for determining the amount of annuity benefit payments is described
in detail under "Annuity Benefit Payments" in the Prospectus.
ILLUSTRATION OF VARIABLE ANNUITY BENEFIT PAYMENT CALCULATION USING HYPOTHETICAL
EXAMPLE. The determination of the Annuity Unit value and the variable annuity
benefit payment may be illustrated by the following hypothetical example: Assume
an Annuitant has 40,000 Accumulation Units in a Separate Account, and that the
value of an Accumulation Unit on the Valuation Date used to determine the amount
of the first variable annuity payment is $1.120000. Therefore, the Accumulated
Value of the Contract is $44,800 (40,000 x $1.120000). Assume also that the
Owner elects an option for which the first monthly payment is $6.57 per $1,000
of Accumulated Value applied. Assuming no premium tax, the first monthly payment
would be $44.80 ($44,800 divided by $1,000) multiplied by $6.57, or $294.34.
Next, assume that the Annuity Unit value for the assumed interest rate of 3.5%
per annum for the Valuation Date as of which the first payment was calculated
was $1.100000. Annuity Unit values will not be the same as Accumulation Unit
Values because the former reflect the 3.5% assumed interest rate used in the
annuity rate calculations. When the Annuity Unit value of $1.100000 is divided
into the first monthly payment, the number of Annuity Units represented by that
payment is determined to be 267.5818. The value of this same number of Annuity
Units will be paid in each subsequent month under most options. Assume further
that the net investment factor for the Valuation Period applicable to the next
annuity benefit payment is 1.000190. Multiplying this factor by .999906 (the
one-day adjustment factor for the assumed interest rate of 3.5% per annum)
produces a factor of 1.000096. This then is multiplied by the Annuity Unit value
on the immediately preceding Valuation Date (assumed here to be $1.105000). The
result is an Annuity Unit value of $1.105106 for the current monthly payment.
The current monthly payment then is determined by multiplying the number of
Annuity Units by the current Annuity Unit value, or 267.5818 times $1.105106,
which produces a current monthly payment of $295.71.
METHOD FOR DETERMINING COMMUTED VALUE ON VARIABLE ANNUITY PERIOD CERTAIN
OPTIONS AND ILLUSTRATION USING HYPOTHETICAL EXAMPLE. The Contract offers both
commutable and non-commutable fixed period certain annuity options and
commutable variable period certain annuity options. A commutable option gives
the Annuitant the right to exchange any remaining payments for a lump sum
payment based on the commuted value. The commuted value is the present value
of remaining payments calculated at 3.5% interest. The determination of the
commuted value may be illustrated by the following hypothetical example.
5
<PAGE>
Assume a commutable period certain option is elected. The number of Annuity
Units upon which each payment is based would be calculated using the Surrender
Value less any premium tax rather than the Accumulated Value. Assume this
results in 250.0000 Annuity Units. Assume the commuted value is requested with
60 monthly payments remaining and a current Annuity Unit Value of $1.200000.
Based on these assumptions, the dollar amount of remaining payments would be
$300 a month for 60 months. The present value at 3.5% of all remaining payments
would be $16,560.72.
ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM
To the extent permitted by law, the Company reserves the right to offer an
Enhanced Automatic Transfer (Dollar Cost Averaging) Program from time to time.
If an Owner elects automatic transfers while the enhanced program is in effect,
the Company will credit an enhanced interest rate to eligible payments made to
the Enhanced Automatic Transfer Program. Eligible payments:
- must be new payments to the Contract, including the initial payment,
- must be allocated to the Fixed Account, which will be the source
account,
- must be automatically transferred out of the Fixed Account to one or
more Sub-Accounts over a specified time period and
- will receive the enhanced rate while they remain in the Fixed Account.
Any new eligible payments made to an existing Enhanced Automatic Transfer
program will start a new Enhanced Automatic Transfer program. In this case, the
following rules apply:
- The money remaining in the Fixed Account from the original program
will be combined with the new eligible payment to determine the new
monthly transfer amount.
- The new monthly transfer amount will be transferred out of the Fixed
Account in accordance with the allocation instructions specified for
the new payment. If no allocation instructions are specified with the
new eligible payment, the allocation instructions for the original
eligible payment will be used. The new monthly transfer amount will be
transferred out of the Fixed Account on a LIFO (last-in, first-out
basis) to the selected Sub-Accounts on the date designated for the new
eligible payment.
- A new enhanced interest rate may be applied to the new eligible
payment, while the money remaining in the Fixed Account from the
original program will continue to receive the enhanced rate in effect
at the time the older payment was received.
PERFORMANCE INFORMATION
Performance information for a Sub-Account may be compared, in reports and
promotional literature, to certain indices described in the prospectus under
"PERFORMANCE INFORMATION." In addition, the Company may provide advertising,
sales literature, periodic publications or other material information on various
topics of interest to Owners and prospective Owners. These topics may include
the relationship between sectors of the economy and the economy as a whole and
its effect on various securities markets, investment strategies and techniques
(such as value investing, market timing, dollar cost averaging, asset
allocation, constant ratio transfer and account rebalancing), the advantages and
disadvantages of investing in tax-deferred and taxable investments, customer
profiles and hypothetical purchase and investment scenarios, financial
management and tax and retirement planning, and investment alternatives to
certificates of deposit and other financial
6
<PAGE>
instruments, including comparisons between the contract and the characteristics
of and market for such financial instruments. Total return data and supplemental
total return information may be advertised based on the period of time that an
Underlying Portfolio and/or an underlying Sub-Account have been in existence,
even if longer than the period of time that the Contract has been offered. The
results for any period prior to a Contract being offered will be calculated as
if the Contract had been offered during that period of time, with all charges
assumed to be those applicable to the Contract.
TOTAL RETURN
"Total Return" refers to the total of the income generated by an investment in a
Sub-Account and of the changes of value of the principal invested (due to
realized and unrealized capital gains or losses) for a specified period, reduced
by the Sub-Account's asset charge.
Total Return figures are calculated by standardized methods prescribed by rules
of the Securities and Exchange Commission (the "SEC"). The quotations are
computed by finding the average annual compounded rates of return over the
specified periods that would equate the initial amount invested to the ending
redeemable values, according to the following formula:
P(1 + T) TO THE POWER OF (n) = ERV
Where: P = a hypothetical initial payment to the Variable
Account of $1,000
T = average annual total return
n = number of years
ERV = the ending redeemable value of the $1,000
payment at the end of the specified period
The calculation of Total Return includes the annual charges against the asset of
the Sub-Account. This charge is 1.40% on an annual basis. The calculation of
ending redeemable value assumes (1) the Contract was issued at the beginning of
the period, and (2) a complete surrender of the Contract at the end of the
period.
The calculations of Total Return reflect the deduction of the $35 annual
Contract fee.
PERFORMANCE TABLES
ALLMERICA FINANCIAL LIFE INSURANCE AND
ANNUITY COMPANY
TABLE 1A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF SUB-ACCOUNT
<TABLE>
<CAPTION>
FOR YEAR SINCE
SUB-ACCOUNT INVESTING IN SUB-ACCOUNT ENDED INCEPTION OF
UNDERLYING PORTFOLIO INCEPTION DATE 12/31/99 SUB-ACCOUNT
- -------------------- -------------- -------- -----------
<S> <C> <C> <C>
Kemper Aggressive Growth....................................... 5/ 3/99 N/A 38.46%
Kemper Technology Growth....................................... 5/ 3/99 N/A 75.92%
KVS Dreman Financial Services.................................. 5/ 4/98 -6.52% -5.86%
Kemper Small Cap Growth........................................ 12/ 4/96 32.55% 25.69%
7
<PAGE>
Kemper Small Cap Value......................................... 11/13/96 1.22% 2.58%
KVS Dreman High Return Equity.................................. 5/ 4/98 -12.54% -6.76%
Kemper International........................................... 11/13/96 43.54% 18.63%
Kemper New Europe.............................................. 5/ 5/98 12.36% 0.81%
Kemper Global Blue Chip........................................ 5/12/98 24.80% 13.60%
Kemper Growth.................................................. 12/ 4/96 35.07% 21.53%
Kemper Contrarian Value........................................ 11/13/96 -11.60% 10.86%
Kemper Blue Chip............................................... 5/ 1/97 23.35% 17.21%
Kemper Value+Growth............................................ 11/29/96 14.75% 17.51%
KVS Index 500.................................................. 9/ 1/99 N/A 8.91%
Kemper Horizon 20+............................................. 12/ 5/96 7.59% 11.94%
Kemper Total Return............................................ 11/29/96 13.07% 13.78%
Kemper Horizon 10+............................................. 12/23/96 6.73% 10.38%
Kemper High Yield.............................................. 11/13/96 0.59% 3.86%
Kemper Horizon 5............................................... 12/23/96 3.26% 7.40%
Kemper Strategic Income........................................ 5/ 1/97 -7.30% 1.16%
Kemper Investment Grade Bond................................... 12/12/96 -3.57% 3.27%
Kemper Government Securities................................... 12/ 4/96 -0.86% 3.52%
Kemper Money Market............................................ 11/20/96 3.23% 3.43%
KVS Focused Large Cap Growth................................... 10/29/99 N/A 28.09%
KVS Growth Opportunities............................. N/A N/A N/A
KVS Growth And Income .............................. N/A N/A N/A
Scudder 21st Century Growth................................... N/A N/A N/A
Scudder International.......................................... 5/ 6/98 52.22% 27.67%
Scudder Global Discovery....................................... 5/ 6/98 63.43% 30.78%
Scudder Capital Growth......................................... 5/11/98 33.21% 23.20%
Scudder Growth and Income...................................... 5/ 1/98 4.46% -1.28%
Alger American Leveraged AllCap................................ 11/15/99 N/A 19.68%
Alger American Balanced........................................ 11/15/99 N/A 5.80%
Dreyfus MidCap Stock........................................... 6/23/99 N/A 7.90%
Dreyfus Socially Responsible Growth............................ 6/23/99 N/A 17.53%
Janus Aspen Growth............................................. 6/23/99 N/A 26.35%
Janus Aspen Growth and Income.................................. 6/23/99 N/A 47.67%
Warburg Pincus Emerging Markets................................ N/A N/A N/A
Warburg Pincus Global Post-Venture Capital..................... N/A N/A N/A
</TABLE>
8
<PAGE>
TABLE 2A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF UNDERLYING PORTFOLIO
<TABLE>
<CAPTION>
UNDERLYING 10 YEARS
PORTFOLIO FOR YEAR (OR SINCE
SUB-ACCOUNT INVESTING IN INCEPTION ENDED 5 INCEPTION
UNDERLYING PORTFOLIO DATE 12/31/99 YEARS IF LESS)
- -------------------- ---- -------- ----- --------
<S> <C> <C> <C> <C>
Kemper Aggressive Growth......................... 5/3/99 N/A N/A 38.46%
Kemper Technology Growth......................... 5/3/99 N/A N/A 75.92%
KVS Dreman Financial Services.................... 5/4/98 -6.52% N/A -5.86%
Kemper Small Cap Growth.......................... 5/2/94 32.55% 27.04% 24.13%
Kemper Small Cap Value........................... 5/1/96 1.22% N/A 1.86%
KVS Dreman High Return Equity.................... 5/4/98 -12.54% N/A -6.76%
Kemper International............................. 1/6/92 43.54% 16.44% 12.72%
Kemper New Europe................................ 5/5/98 12.36% N/A 0.81%
Kemper Global Blue Chip.......................... 5/5/98 24.80% N/A 12.12%
Kemper Growth.................................... 12/9/83 35.07% 23.54% 17.20%
Kemper Contrarian Value.......................... 5/1/96 -11.60% N/A 12.71%
Kemper Blue Chip................................. 5/1/97 23.35% N/A 17.21%
Kemper Value+Growth.............................. 5/1/96 14.75% N/A 19.22%
KVS Index 500.................................... 9/1/99 N/A N/A 8.91%
Kemper Horizon 20+............................... 5/1/96 7.59% N/A 14.14%
Kemper Total Return.............................. 4/6/82 13.07% 16.71% 11.64%
Kemper Horizon 10+............................... 5/1/96 6.73% N/A 11.37%
Kemper High Yield................................ 4/6/82 0.59% 7.52% 9.00%
Kemper Horizon 5................................. 5/1/96 3.26% N/A 8.40%
Kemper Strategic Income.......................... 5/1/97 -7.30% N/A 1.16%
Kemper Investment Grade Bond..................... 5/1/96 -3.57% N/A 3.35%
Kemper Government Securities..................... 9/3/87 -0.86% 5.85% 5.52%
Kemper Money Market.............................. 4/6/82 3.23% 3.59% 3.42%
KVS Focused Large Cap Growth..................... 10/29/99 N/A N/A 28.09%
KVS Growth Opportunities......................... 10/29/99 N/A N/A 14.79%
KVS Growth And Income .......................... 10/29/99 N/A N/A 13.31%
Scudder 21st Century Growth...................... 5/3/99 N/A N/A 73.36%
Scudder International............................ 5/1/87 52.22% 18.73% 11.55%
Scudder Global Discovery......................... 5/1/96 63.43% N/A 23.54%
Scudder Capital Growth........................... 7/16/85 33.21% 26.56% 16.29%
Scudder Growth and Income........................ 5/2/94 4.46% 17.19% 15.80%
Alger American Leveraged AllCap.................. 1/25/95 75.60% N/A 44.45%
Alger American Balanced.......................... 9/5/89 27.43% 21.90% 12.04%
Dreyfus MidCap Stock............................. 5/1/98 9.14% N/A 2.87%
Dreyfus Socially Responsible Growth.............. 10/7/93 28.15% 24.79% 20.08%
Janus Aspen Growth............................... 9/13/93 42.74% 28.24% 22.67%
Janus Aspen Growth and Income.................... 5/1/98 71.61% N/A 53.18%
Warburg Pincus Emerging Markets.................. 12/31/97 78.82% N/A 20.75%
Warburg Pincus Global Post-Venture Capital....... 9/30/96 60.65% N/A 20.22%
</TABLE>
YIELD AND EFFECTIVE YIELD -- THE MONEY MARKET SUB-ACCOUNT
9
<PAGE>
Set forth below is yield and effective yield information for the Money Market
Sub-Account for the seven-day period ended December 31, 1999:
<TABLE>
<S> <C>
Yield 4.74%
Effective Yield 4.86%
</TABLE>
The yield and effective yield figures are calculated by standardized methods
prescribed by rules of the SEC. Under those methods, the yield quotation is
computed by determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing account having a balance of one
accumulation unit of the Sub-Account at the beginning of the period, dividing
the difference by the value of the account at the beginning of the same period
to obtain the base period return, and then multiplying the return for a
seven-day base period by (365/7), with the resulting yield carried to the
nearest hundredth of one percent.
The Money Market Sub-Account computes effective yield by compounding the
unannualized base period return by using the formula:
Effective Yield = [(base period return + 1) TO THE
POWER OF (365 DIVIDED BY 7)] - 1
The calculations of yield and effective yield reflect the $35 annual Contract
fee.
TAX-DEFERRED ACCUMULATION
<TABLE>
<CAPTION>
NON-QUALIFIED CONVENTIONAL
ANNUITY CONTRACT SAVINGS PLAN
AFTER-TAX CONTRIBUTIONS AND
TAX-DEFERRED EARNINGS
=====================
TAXABLE LUMP SUM AFTER-TAX CONTRIBUTIONS
NO WITHDRAWALS SUM WITHDRAWAL AND TAXABLE EARNINGS
-------------- -------------- --------------------
<S> <C> <C> <C>
Years 10 $107,946 $86,448 $81,693
Years 20 233,048 165,137 133,476
Years 30 503,133 335,021 218,082
</TABLE>
This chart compares the accumulation of a $50,000 initial investment into a
non-qualified annuity contract with a conventional savings plan. Contributions
to the non-qualified annuity contract and the conventional savings plan are made
after tax. Only the gain in the non-qualified annuity contract will be subject
to income tax in a taxable lump sum withdrawal. The chart assumes a 37.1%
federal marginal tax rate and an 8% annual return. The 37.1% federal marginal
tax is based on a marginal tax rate of 36%, representative of the target market,
adjusted to reflect a decrease of $3 of itemized deductions for each $100 of
income over $117,950. Tax rates are subject to change as is the tax-deferred
treatment of the Contract. Income on non-qualified annuity contracts is taxed as
ordinary income upon withdrawal. A 10% tax penalty may apply to early
withdrawals. See "FEDERAL TAX CONSIDERATIONS" in the Prospectus.
The chart does not reflect the following charges and expenses under the
Contract: 1.25% for mortality and expense risk; 0.15% administration charges;
and $35 annual Contract fee. The tax-deferred accumulation would be reduced if
these charges were reflected. No implication is intended by the use of these
assumptions that the return shown is guaranteed in any way or that the return
shown
10
<PAGE>
represents an average or expected rate of return over the period of the
Contract. (IMPORTANT - THIS IS NOT AN ILLUSTRATION OF YIELD OR RETURN.)
Unlike savings plans, contributions to non-qualified annuity contracts provide
tax-deferred treatment on earnings. In addition, contributions to tax-deferred
retirement annuities are not subject to current tax in the year of contribution.
When monies are received from a non-qualified annuity contract (and you have
many different options on how you receive your funds), they are subject to
income tax. At the time of receipt, if the person receiving the monies is
retired, not working or has additional tax exemptions, these monies may be taxed
at a lesser rate.
FINANCIAL STATEMENTS
Financial Statements are included for Allmerica Financial Life Insurance and
Annuity Company and for its Separate Account KG.
<PAGE>
ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of
Allmerica Financial Life Insurance and Annuity Company
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, comprehensive income, shareholder's equity
and cash flows present fairly, in all material respects, the financial position
of Allmerica Financial Life Insurance and Annuity Company (the "Company") at
December 31, 1999 and 1998, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
February 1, 2000
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ---- ---- ----
<S> <C> <C> <C>
REVENUES
Premiums................................... $ 0.5 $ 0.5 $ 22.8
Universal life and investment product
policy fees.............................. 328.1 267.4 212.2
Net investment income...................... 150.2 151.3 164.2
Net realized investment (losses) gains..... (8.7) 20.0 2.9
Other income............................... 36.9 0.6 1.4
------ ------ ------
Total revenues......................... 507.0 439.8 403.5
------ ------ ------
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims and losses......... 173.6 153.9 187.8
Policy acquisition expenses................ 49.8 64.6 2.8
Sales practice litigation.................. -- 21.0 --
Loss from cession of disability income
business................................. -- -- 53.9
Other operating expenses................... 151.3 104.1 101.3
------ ------ ------
Total benefits, losses and expenses.... 374.7 343.6 345.8
------ ------ ------
Income before federal income taxes............. 132.3 96.2 57.7
------ ------ ------
FEDERAL INCOME TAX EXPENSE
Current.................................... 15.5 22.1 13.9
Deferred................................... 30.5 11.8 7.1
------ ------ ------
Total federal income tax expense....... 46.0 33.9 21.0
------ ------ ------
Net income..................................... $ 86.3 $ 62.3 $ 36.7
====== ====== ======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-1
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS, EXCEPT PER SHARE DATA) 1999 1998
------------------------------------ --------- ---------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities at fair value (amortized cost of
$1,354.2 and $1,284.6)............................ $ 1,324.6 $ 1,330.4
Equity securities at fair value (cost of $25.2 and
$27.4)............................................ 32.6 31.8
Mortgage loans...................................... 223.7 230.0
Policy loans........................................ 166.8 151.5
Real estate and other long-term investments......... 25.1 23.6
--------- ---------
Total investments............................... 1,772.8 1,767.3
--------- ---------
Cash and cash equivalents............................. 132.9 217.9
Accrued investment income............................. 36.0 33.5
Deferred policy acquisition costs..................... 1,156.4 950.5
Reinsurance receivable on paid and unpaid losses,
benefits and unearned premiums...................... 287.2 308.0
Other assets.......................................... 64.8 46.9
Separate account assets............................... 14,527.9 11,020.4
--------- ---------
Total assets.................................... $17,978.0 $14,344.5
========= =========
LIABILITIES
Policy liabilities and accruals:
Future policy benefits.............................. $ 2,274.7 $ 2,284.8
Outstanding claims and losses....................... 13.7 17.9
Unearned premiums................................... 2.6 2.7
Contractholder deposit funds and other policy
liabilities....................................... 44.3 38.1
--------- ---------
Total policy liabilities and accruals........... 2,335.3 2,343.5
--------- ---------
Expenses and taxes payable............................ 216.8 146.2
Reinsurance premiums payable.......................... 17.9 45.7
Deferred federal income taxes......................... 94.8 78.8
Separate account liabilities.......................... 14,527.9 11,020.4
--------- ---------
Total liabilities............................... 17,192.7 13,634.6
--------- ---------
Contingencies (Note 12)
SHAREHOLDER'S EQUITY
Common stock, $1,000 par value, 10,000 shares
authorized, 2,526 and 2,524 shares, issued and
outstanding......................................... 2.5 2.5
Additional paid-in capital............................ 423.7 407.9
Accumulated other comprehensive (loss) income......... (2.6) 24.1
Retained earnings..................................... 361.7 275.4
--------- ---------
Total shareholder's equity...................... 785.3 709.9
--------- ---------
Total liabilities and shareholder's equity...... $17,978.0 $14,344.5
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-2
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ------- ------- -------
<S> <C> <C> <C>
COMMON STOCK................................... $ 2.5 $ 2.5 $ 2.5
------ ------ ------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of period............. 407.9 386.9 346.3
Issuance of common stock................... 15.8 21.0 40.6
------ ------ ------
Balance at end of period................... 423.7 407.9 386.9
------ ------ ------
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Net unrealized (depreciation) appreciation
on investments:
Balance at beginning of period............. 24.1 38.5 20.5
(Depreciation) appreciation during the
period:
Net (depreciation) appreciation on
available-for-sale securities........ (41.1) (23.4) 27.0
Benefit (provision) for deferred
federal income taxes................. 14.4 9.0 (9.0)
------ ------ ------
(26.7) (14.4) 18.0
------ ------ ------
Balance at end of period................... (2.6) 24.1 38.5
------ ------ ------
RETAINED EARNINGS
Balance at beginning of period............. 275.4 213.1 176.4
Net income................................. 86.3 62.3 36.7
------ ------ ------
Balance at end of period................... 361.7 275.4 213.1
------ ------ ------
Total shareholder's equity............. $785.3 $709.9 $641.0
====== ====== ======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-3
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ------ ------ ------
<S> <C> <C> <C>
Net income.................................. $ 86.3 $ 62.3 $36.7
Other comprehensive (loss) income:
Net (depreciation) appreciation on
available-for-sale securities......... (41.1) (23.4) 27.0
Benefit (provision) for deferred federal
income taxes.......................... 14.4 9.0 (9.0)
------ ------ -----
Other comprehensive (loss) income... (26.7) (14.4) 18.0
------ ------ -----
Comprehensive income.................... $ 59.6 $ 47.9 $54.7
====== ====== =====
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-4
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
------------- ------- ------- -------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.............................. $ 86.3 $ 62.3 $ 36.7
Adjustments to reconcile net income to
net cash used in operating activities:
Net realized losses/(gains)......... 8.7 (20.0) (2.9)
Net amortization and depreciation... (2.3) (7.1) --
Sales practice litigation expense... -- 21.0 --
Loss from cession of disability
income business................... -- -- 53.9
Deferred federal income taxes....... 30.5 11.8 7.1
Payment related to cession of
disability income business........ -- -- (207.0)
Change in deferred acquisition
costs............................. (169.7) (177.8) (181.3)
Change in reinsurance premiums
payable........................... (31.5) 40.8 3.9
Change in accrued investment
income............................ (2.5) 0.7 3.5
Change in policy liabilities and
accruals, net..................... (8.4) 193.1 (72.4)
Change in reinsurance receivable.... 20.7 (56.9) 22.1
Change in expenses and taxes
payable........................... 64.1 55.4 0.2
Other, net.......................... (14.8) (28.5) (7.1)
------- ------- -------
Net cash (used in) provided by
operating activities.......... (18.9) 94.8 (343.3)
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and maturities
of available-for-sale fixed
maturities............................ 330.9 187.0 909.7
Proceeds from disposals of equity
securities............................ 30.9 53.3 2.4
Proceeds from disposals of other
investments........................... 0.8 22.7 23.7
Proceeds from mortgages matured or
collected............................. 30.5 60.1 62.9
Purchase of available-for-sale fixed
maturities............................ (415.5) (136.0) (579.7)
Purchase of equity securities........... (20.2) (30.6) (3.2)
Purchase of other investments........... (44.1) (22.7) (9.0)
Purchase of mortgages................... -- (58.9) (70.4)
Other investing activities, net......... 2.0 (3.9) --
------- ------- -------
Net cash (used in) provided by
investing activities.............. (84.7) 71.0 336.4
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Contribution from subsidiaries.......... 14.6 -- --
Proceeds from issuance of stock and
capital paid in....................... 4.0 21.0 19.2
------- ------- -------
Net cash provided by financing
activities........................ 18.6 21.0 19.2
------- ------- -------
Net change in cash and cash equivalents..... (85.0) 186.8 12.3
Cash and cash equivalents, beginning of
period..................................... 217.9 31.1 18.8
------- ------- -------
Cash and cash equivalents, end of period.... $ 132.9 $ 217.9 $ 31.1
======= ======= =======
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid........................... $ -- $ -- $ --
Income taxes paid....................... $ 4.4 $ 36.2 $ 5.4
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-5
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
Allmerica Financial Life Insurance and Annuity Company ("AFLIAC" or the
"Company") is organized as a stock life insurance company, and is a wholly-owned
subsidiary of First Allmerica Financial Life Insurance Company ("FAFLIC") which
is a wholly-owned subsidiary of Allmerica Financial Corporation ("AFC"). As
noted below, the consolidated accounts of AFLIAC include the accounts of certain
wholly-owned non-insurance subsidiaries (principally brokerage and investment
advisory subsidiaries).
Prior to July 1, 1999, AFLIAC was a wholly-owned subsidiary of SMA Financial
Corporation ("SMAFCO"), which was a wholly-owned subsidiary of FAFLIC. Effective
July 1, 1999 and in connection with AFC's restructuring activities, SMAFCO was
renamed Allmerica Asset Management , Inc. ("AAM") and contributed it's ownership
of AFLIAC to FAFLIC. AAM also contributed Allmerica Investments, Inc., Allmerica
Investment Management Company, Inc., Allmerica Financial Investment Management
Services, Inc., and Allmerica Financial Services Insurance Agency, Inc., to
AFLIAC in exchange for one share of AFLIAC common stock. The equity of these
four companies on July 1, 1999 was $11.8 million. For the six months ended
December 31, 1999, the subsidiaries of AFLIAC had total revenue of $35.5 million
and total benefits, losses and expenses of $24.4 million. All significant
intercompany accounts and transactions have been eliminated.
In addition, effective November 1, 1999, the Company's consolidated financial
statements include five wholly-owned insurance agencies. These agencies are
Allmerica Investments Insurance Agency Inc. of Alabama, Allmerica Investments
Insurance Agency of Florida Inc., Allmerica Investment Insurance Agency Inc. of
Georgia, Allmerica Investment Insurance Agency Inc. of Kentucky, and Allmerica
Investments Insurance Agency Inc. of Mississippi.
The consolidated financial statements of AFLIAC include the accounts of Somerset
Square, Inc., a wholly-owned non-insurance company, which was transferred from
SMAFCO effective November 30, 1997 and dissolved as a subsidiary effective
November 30, 1998. Its results of operations are included for eleven months of
1998 and for the month of December, 1997.
The statutory stockholder's equity of the Company is being maintained at a
minimum level of 5% of general account assets by FAFLIC in accordance with a
policy established by vote of FAFLIC's Board of Directors.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Company to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
B. VALUATION OF INVESTMENTS
In accordance with the provisions of Statement of Financial Accounting Standards
No. 115 ("Statement No. 115"), "Accounting for Certain Investments in Debt and
Equity Securities," the Company is required to classify its investments into one
of three categories: held-to-maturity, available-for-sale or trading. The
Company determines the appropriate classification of debt securities at the time
of purchase and re-evaluates such designation as of each balance sheet date.
F-6
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Debt securities and marketable equity securities are classified as
available-for-sale. Available-for-sale securities are carried at fair value,
with the unrealized gains and losses, net of tax, reported in a separate
component of shareholder's equity. The amortized cost of debt securities is
adjusted for amortization of premiums and accretion of discounts to maturity.
Such amortization is included in investment income.
Mortgage loans on real estate are stated at unpaid principal balances, net of
unamortized discounts and reserves. Reserves on mortgage loans are based on
losses expected by the Company to be realized on transfers of mortgage loans to
real estate (upon foreclosure), on the disposition or settlement of mortgage
loans and on mortgage loans which the Company believes may not be collectible in
full. In establishing reserves, the Company considers, among other things, the
estimated fair value of the underlying collateral.
Fixed maturities and mortgage loans that are delinquent are placed on
non-accrual status, and thereafter interest income is recognized only when cash
payments are received.
Policy loans are carried principally at unpaid principal balances.
During 1997, the Company adopted a plan to dispose of all real estate assets. As
of December 31, 1999, there was one property remaining in the Company's real
estate portfolio, which is being actively marketed. This asset is carried at the
estimated fair value less costs of disposal. Depreciation is not recorded on
this asset while it is held for disposal.
Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are reported
as a component of revenues based upon specific identification of the investment
assets sold. When an other than temporary impairment of the value of a specific
investment or a group of investments is determined, a realized investment loss
is recorded. Changes in the valuation allowance for mortgage loans are included
in realized investment gains or losses.
C. FINANCIAL INSTRUMENTS
In the normal course of business, the Company enters into transactions involving
various types of financial instruments, including debt, investments such as
fixed maturities, mortgage loans and equity securities and investment and loan
commitments. These instruments involve credit risk and also may be subject to
risk of loss due to interest rate fluctuation. The Company evaluates and
monitors each financial instrument individually and, when appropriate, obtains
collateral or other security to minimize losses.
D. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.
E. DEFERRED POLICY ACQUISITION COSTS
Acquisition costs consist of commissions, underwriting costs and other costs,
which vary with, and are primarily related to, the production of revenues.
Acquisition costs related to universal life products, variable annuities and
contractholder deposit funds are deferred and amortized in proportion to total
estimated gross profits from investment yields, mortality, surrender charges and
expense margins over the expected life of the contracts. This amortization is
reviewed annually and adjusted retrospectively when the Company revises its
estimate of current or future gross profits to be realized from this group of
products, including realized and unrealized gains and losses from investments.
Acquisition costs related to fixed annuities and other life insurance products
are deferred and amortized, generally in proportion to the ratio of annual
revenue to the
F-7
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
estimated total revenues over the contract periods based upon the same
assumptions used in estimating the liability for future policy benefits.
Deferred acquisition costs for each product are reviewed to determine if they
are recoverable from future income, including investment income. If such costs
are determined to be unrecoverable, they are expensed at the time of
determination. Although realization of deferred policy acquisition costs is not
assured, the Company believes it is more likely than not that all of these costs
will be realized. The amount of deferred policy acquisition costs considered
realizable, however, could be reduced in the near term if the estimates of gross
profits or total revenues discussed above are reduced. The amount of
amortization of deferred policy acquisition costs could be revised in the near
term if any of the estimates discussed above are revised.
F. SEPARATE ACCOUNTS
Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the benefit of variable annuity and variable
life insurance contractholders. Assets consist principally of bonds, common
stocks, mutual funds, and short-term obligations at market value. The investment
income, gains and losses of these accounts generally accrue to the
contractholders and, therefore, are not included in the Company's net income.
Appreciation and depreciation of the Company's interest in the separate
accounts, including undistributed net investment income, is reflected in
shareholder's equity or net investment income.
G. POLICY LIABILITIES AND ACCRUALS
Future policy benefits are liabilities for life, disability income and annuity
products. Such liabilities are established in amounts adequate to meet the
estimated future obligations of policies in force. The liabilities associated
with traditional life insurance products are computed using the net level
premium method for individual life and annuity policies, and are based upon
estimates as to future investment yield, mortality and withdrawals that include
provisions for adverse deviation. Future policy benefits for individual life
insurance and annuity policies are computed using interest rates ranging from
3.0% to 6.0% for life insurance and 3 1/2% to 9 1/2% for annuities. Mortality,
morbidity and withdrawal assumptions for all policies are based on the Company's
own experience and industry standards. Liabilities for universal life, variable
universal life and variable annuities include deposits received from customers
and investment earnings on their fund balances, less administrative charges.
Universal life fund balances are also assessed mortality and surrender charges.
Liabilities for variable annuities include a reserve for benefit claims in
excess of a guaranteed minimum fund value.
Individual disability income benefit liabilities for active lives are estimated
using the net level premium method, and assumptions as to future morbidity and
interest which provide a margin for adverse deviation. Benefit liabilities for
disabled lives are estimated using the present value of benefits method and
experience assumptions as to claim terminations, expenses and interest.
Liabilities for outstanding claims and losses are estimates of payments to be
made for reported claims and estimates of claims incurred but not reported for
individual life and disability income policies. These estimates are continually
reviewed and adjusted as necessary; such adjustments are reflected in current
operations.
Contractholder deposit funds and other policy liabilities include
investment-related products and consist of deposits received from customers and
investment earnings on their fund balances.
F-8
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
All policy liabilities and accruals are based on the various estimates discussed
above. Although the adequacy of these amounts cannot be assured, the Company
believes that it is more likely than not that policy liabilities and accruals
will be sufficient to meet future obligations of policies in force. The amount
of liabilities and accruals, however, could be revised in the near term if the
estimates discussed above are revised.
H. PREMIUM AND FEE REVENUE AND RELATED EXPENSES
Premiums for individual life insurance and individual and group annuity
products, excluding universal life and investment-related products, are
considered revenue when due. Individual disability income insurance premiums are
recognized as revenue over the related contract periods. The unexpired portion
of these premiums is recorded as unearned premiums. Benefits, losses and related
expenses are matched with premiums, resulting in their recognition over the
lives of the contracts. This matching is accomplished through the provision for
future benefits, estimated and unpaid losses and amortization of deferred policy
acquisition costs. Revenues for investment-related products consist of net
investment income and contract charges assessed against the fund values. Related
benefit expenses include annuity benefit claims in excess of a guaranteed
minimum fund value, and net investment income credited to the fund values after
deduction for investment and risk charges. Revenues for universal life and group
variable universal life products consist of net investment income, with
mortality, administration and surrender charges assessed against the fund
values. Related benefit expenses include universal life benefit claims in excess
of fund values and net investment income credited to universal life fund values.
Certain policy charges that represent compensation for services to be provided
in future periods are deferred and amortized over the period benefited using the
same assumptions used to amortize capitalized acquisition costs.
I. FEDERAL INCOME TAXES
AFC and its domestic subsidiaries (including certain non-insurance operations)
file a consolidated United States federal income tax return. Entities included
within the consolidated group are segregated into either a life insurance or
non-life insurance company subgroup. The consolidation of these subgroups is
subject to certain statutory restrictions on the percentage of eligible non-life
tax losses that can be applied to offset life insurance company taxable income.
The Board of Directors has delegated to AFC management, the development and
maintenance of appropriate federal income tax allocation policies and
procedures, which are subject to written agreement between the companies. The
Federal income tax for all subsidiaries in the consolidated return of AFC is
calculated on a separate return basis. Any current tax liability is paid to AFC.
Tax benefits resulting from taxable operating losses or credits of AFC's
subsidiaries are not reimbursed to the subsidiary until such losses or credits
can be utilized by the subsidiary on a separate return basis.
Deferred income taxes are generally recognized when assets and liabilities have
different values for financial statement and tax reporting purposes, and for
other temporary taxable and deductible differences as defined by Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("Statement No. 109"). These differences result primarily from policy reserves,
policy acquisition expenses, and unrealized appreciation or depreciation on
investments.
J. OTHER INCOME AND OTHER OPERATING EXPENSES
Other income and other operating expenses for the year ended December 31, 1999
include investment management and brokerage income and sub-advisory expenses
arising from the activities of the non-insurance subsidiaries that were
transferred to AFLIAC during 1999, as more fully described in Note 1A.
F-9
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
K. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement No. 133"), which establishes
accounting and reporting standards for derivative instruments. Statement No. 133
requires that an entity recognize all derivatives as either assets or
liabilities at fair value in the statement of financial position, and
establishes special accounting for the following three types of hedges; fair
value hedges, cash flow hedges, and hedges of foreign currency exposures of net
investments in foreign operations. This statement is effective for fiscal
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY (an indirect wholly-owned
subsidiary of Allmerica Financial Corporation) years beginning after June 15,
2000. The Company is currently assessing the impact of adoption of Statement No.
133.
In March 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use" ("SoP 98-1"). SoP 98-1 requires that
certain costs incurred in developing internal-use computer software be
capitalized and provides guidance for determining whether computer software is
to be considered for internal use. This statement is effective for fiscal years
beginning after December 15, 1998. In the second quarter of 1998, the Company
adopted SoP 98-1 effective January 1, 1998, resulting in an increase in pre-tax
income of $9.8 million through December 31, 1998. The adoption of SOP 98-1 did
not have a material effect on the results of operations or financial position
for the three months ended March 31, 1998.
In December 1997, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments" ("SoP 97-3"). SoP 97-3 provides
guidance when a liability should be recognized for guaranty fund and other
assessments and how to measure the liability. This statement allows for the
discounting of the liability if the amount and timing of the cash payments are
fixed and determinable. In addition, it provides criteria for when an asset may
be recognized for a portion or all of the assessment liability or paid
assessment that can be recovered through premium tax offsets or policy
surcharges. This statement is effective for fiscal years beginning after
December 15, 1998. The adoption of this statement had no effect on the results
of operations or financial position of the Company.
In June 1997, the FASB issued Statement No. 131, "Disclosures About Segments of
an Enterprise and Related Information" ("Statement No. 131"). This statement
establishes standards for the way that public enterprises report information
about operating segments in annual financial statements and requires that
selected information about those operating segments be reported in interim
financial statements. This statement supersedes Statement No. 14, "Financial
Reporting for Segments of a Business Enterprise". Statement No. 131 requires
that all public enterprises report financial and descriptive information about
their reportable operating segments. Operating segments are defined as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. This statement
is effective for fiscal years beginning after December 15, 1997. AFLIAC consists
of one segment, Allmerica Financial Services, which underwrites and distributes
variable annuities and variable universal life insurance via retail channels.
In June 1997, the FASB also issued Statement No. 130, "Reporting Comprehensive
Income" ("Statement No. 130"). Statement No. 130 establishes standards for the
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. All items that are required to be
recognized under accounting standards as components of comprehensive income are
to be reported in a financial statement that is displayed with the same
prominence as other financial statements. This statement stipulates that
comprehensive income reflect the change in equity of an enterprise during a
period from transactions and
F-10
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
other events and circumstances from non-owner sources. This statement is
effective for fiscal years beginning after December 15, 1997. The Company
adopted Statement No. 130 for the first quarter of 1998, which resulted
primarily in reporting unrealized gains and losses on investments in debt and
equity securities in comprehensive income.
L. RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the current year
presentation.
2. SIGNIFICANT TRANSACTIONS
During 1999, AFLIAC's parent contributed $11.8 million of additional paid-in
capital to the Company in the form of four subsidiaries as disclosed in Note 1A
above. These subsidiaries consisted of assets of $22.0 million, of which $14.6
million was cash and cash equivalents, and liabilities of $10.2 million. During
1999, 1998 and 1997, SMAFCO contributed $4.0 million, $21.0 million, and $40.6
million respectively, of additional paid-in capital to the Company. The nature
of the 1997 contribution was $19.2 million in cash and $21.4 million in other
assets including Somerset Square, Inc.
Effective January 1, 1998, the Company entered into an agreement with a highly
rated reinsurer to reinsure the mortality risk on the universal life and
variable universal life blocks of business. The agreement did not have a
material effect on the results of operations or financial position of the
Company.
On April 14, 1997, the Company entered into an agreement in principle to cede
substantially all of the Company's individual disability income line of business
under a 100% coinsurance agreement with a highly rated reinsurer. The
coinsurance agreement became effective October 1, 1997. The transaction has
resulted in the recognition of a $53.9 million pre-tax loss in the first quarter
of 1997.
3. INVESTMENTS
A. SUMMARY OF INVESTMENTS
The Company accounts for its investments, all of which are classified as
available-for-sale, in accordance with the provisions of Statement No. 115.
The amortized cost and fair value of available-for-sale fixed maturities and
equity securities were as follows:
<TABLE>
<CAPTION>
1999
-------------------------------------------
GROSS GROSS
DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
- ------------- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
U.S. Treasury securities and U.S.
government and agency securities....... $ 5.2 $ 0.2 $-- $ 5.4
States and political subdivisions....... 12.4 0.1 -- 12.5
Foreign governments..................... 38.6 0.9 0.6 38.9
Corporate fixed maturities.............. 1,180.0 10.3 38.9 1,151.4
Mortgage-backed securities.............. 118.0 1.1 2.7 116.4
-------- ----- ----- --------
Total fixed maturities.................. $1,354.2 $12.6 $42.2 $1,324.6
======== ===== ===== ========
Equity securities....................... $ 25.2 $ 7.4 $-- $ 32.6
======== ===== ===== ========
</TABLE>
(1) Amortized cost for fixed maturities and cost for equity securities.
F-11
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
1998
-------------------------------------------
GROSS GROSS
DECEMBER 31, AMORTIZED UNREALIZED UNREALIZED FAIR
(IN MILLIONS) COST (1) GAINS LOSSES VALUE
- ------------- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
U.S. Treasury securities and U.S.
government and agency securities....... $ 5.8 $ 0.8 $-- $ 6.6
States and political subdivisions....... 2.7 0.2 -- 2.9
Foreign governments..................... 48.8 1.6 1.5 48.9
Corporate fixed maturities.............. 1,096.0 58.0 17.7 1,136.3
Mortgage-backed securities.............. 131.3 5.8 1.4 135.7
-------- ----- ----- --------
Total fixed maturities.................. $1,284.6 $66.4 $20.6 $1,330.4
======== ===== ===== ========
Equity securities....................... $ 27.4 $ 8.9 $ 4.5 $ 31.8
======== ===== ===== ========
</TABLE>
(1) Amortized cost for fixed maturities and cost for equity securities.
In connection with AFLIAC's voluntary withdrawal of its license in New York,
AFLIAC agreed with the New York Department of Insurance to maintain, through a
custodial account in New York, a security deposit, the market value of which
will at all times equal 102% of all outstanding liabilities of AFLIAC for New
York policyholders, claimants and creditors. At December 31, 1999, the amortized
cost and market value of these assets on deposit in New York were
$196.4 million and $193.0 million, respectively. At December 31, 1998, the
amortized cost and market value of assets on deposit were $268.5 million and
$284.1 million, respectively. In addition, fixed maturities, excluding those
securities on deposit in New York, with an amortized cost of $4.1 million and
$4.2 million were on deposit with various state and governmental authorities at
December 31, 1999 and 1998, respectively.
There were no contractual fixed maturity investment commitments at December 31,
1999.
The amortized cost and fair value by maturity periods for fixed maturities are
shown below. Actual maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties, or the Company may have the right to put or sell the
obligations back to the issuers. Mortgage backed securities are included in the
category representing their ultimate maturity.
<TABLE>
<CAPTION>
1999
-------------------
DECEMBER 31, AMORTIZED FAIR
(IN MILLIONS) COST VALUE
- ------------- --------- --------
<S> <C> <C>
Due in one year or less..................................... $ 54.5 $ 54.8
Due after one year through five years....................... 349.1 347.2
Due after five years through ten years...................... 652.9 637.1
Due after ten years......................................... 297.7 285.5
-------- --------
Total....................................................... $1,354.2 $1,324.6
======== ========
</TABLE>
F-12
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Unrealized gains and losses on available-for-sale and other securities, are
summarized as follows:
<TABLE>
<CAPTION>
EQUITY
FOR THE YEARS ENDED DECEMBER 31, FIXED SECURITIES
(IN MILLIONS) MATURITIES AND OTHER (1) TOTAL
- ------------- ---------- ------------- ------
<S> <C> <C> <C>
1999
Net appreciation, beginning of year......................... $ 16.2 $ 7.9 $ 24.1
------ ------ ------
Net depreciation on available-for-sale securities........... (75.3) (0.2) (75.5)
Net appreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ 34.4 -- 34.4
Benefit from deferred federal income taxes.................. 14.3 0.1 14.4
------ ------ ------
(26.6) (0.1) (26.7)
------ ------ ------
Net (depreciation) appreciation, end of year................ $(10.4) $ 7.8 $ (2.6)
====== ====== ======
1998
Net appreciation, beginning of year......................... $ 22.1 $ 16.4 $ 38.5
------ ------ ------
Net depreciation on available-for-sale securities........... (16.2) (14.3) (30.5)
Net appreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ 7.1 -- 7.1
Benefit from deferred federal income taxes.................. 3.2 5.8 9.0
------ ------ ------
(5.9) (8.5) (14.4)
------ ------ ------
Net appreciation, end of year............................... $ 16.2 $ 7.9 $ 24.1
====== ====== ======
1997
Net appreciation, beginning of year......................... $ 12.7 $ 7.8 $ 20.5
------ ------ ------
Net appreciation on available-for-sale securities........... 24.3 12.5 36.8
Net depreciation from the effect on deferred policy
acquisition costs and on policy liabilities................ (9.8) -- (9.8)
Provision for deferred federal income taxes................. (5.1) (3.9) (9.0)
------ ------ ------
9.4 8.6 18.0
------ ------ ------
Net appreciation, end of year............................... $ 22.1 $ 16.4 $ 38.5
====== ====== ======
</TABLE>
(1) Includes net (depreciation) appreciation on other investments of $(3.1)
million, $0.9 million, and $1.3 million in 1999, 1998, and 1997,
respectively.
B. MORTGAGE LOANS AND REAL ESTATE
AFLIAC's mortgage loans are diversified by property type and location. The real
estate investment was obtained by an affiliate through foreclosure. Mortgage
loans are collateralized by the related properties and generally are no more
than 75% of the property's value at the time the original loan is made.
The carrying values of mortgage loans and the real estate investment net of
applicable reserves were $234.6 million and $244.5 million at December 31, 1999
and 1998, respectively. Reserves for mortgage loans were $2.4 million and
$3.3 million at December 31, 1999 and 1998, respectively.
F-13
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
During 1997, the Company committed to a plan to dispose of all real estate
assets. At December 31, 1999, there was one property remaining in the Company's
real estate portfolio which is being actively marketed. Depreciation is not
recorded on this asset while it is held for disposal.
There were no non-cash investing activities, including real estate acquired
through foreclosure of mortgage loans, in 1999, 1998 and 1997.
There were no material contractual commitments to extend credit under commercial
mortgage loan agreements at December 31, 1999.
Mortgage loans and real estate investments comprised the following property
types and geographic regions:
<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1999 1998
- ------------- ------ ------
<S> <C> <C>
Property type:
Office building........................................... $136.1 $129.2
Residential............................................... 18.5 18.9
Retail.................................................... 28.3 37.4
Industrial/warehouse...................................... 51.1 59.2
Other..................................................... 3.0 3.1
Valuation allowances...................................... (2.4) (3.3)
------ ------
Total....................................................... $234.6 $244.5
====== ======
Geographic region:
South Atlantic............................................ $ 60.7 $ 55.5
Pacific................................................... 76.2 80.0
East North Central........................................ 35.9 41.4
Middle Atlantic........................................... 20.1 22.5
New England............................................... 29.9 26.9
West South Central........................................ 1.9 6.7
Other..................................................... 12.3 14.8
Valuation allowances...................................... (2.4) (3.3)
------ ------
Total....................................................... $234.6 $244.5
====== ======
</TABLE>
At December 31, 1999, scheduled mortgage loan maturities were as follows:
2000 -- $40.8 million; 2001 -- $6.3 million; 2002 -- $11.2 million; 2003 --
$0.5 million; 2004 -- $23.7 million; and $141.2 million thereafter. Actual
maturities could differ from contractual maturities because borrowers may have
the right to prepay obligations with or without prepayment penalties and loans
may be refinanced. During 1999, the Company did not refinance any mortgage loans
based on terms which differed from those granted to new borrowers.
F-14
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
C. INVESTMENT VALUATION ALLOWANCES
Investment valuation allowances which have been deducted in arriving at
investment carrying values as presented in the consolidated balance sheets and
changes thereto are shown below.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, BALANCE AT BALANCE AT
(IN MILLIONS) JANUARY 1 PROVISIONS WRITE-OFFS DECEMBER 31
- ------------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
1999
Mortgage loans.............................................. $ 3.3 $(0.8) $0.1 $2.4
===== ===== ==== ====
1998
Mortgage loans.............................................. $ 9.4 $(4.5) $1.6 $3.3
===== ===== ==== ====
1997
Mortgage loans.............................................. $ 9.5 $ 1.1 $1.2 $9.4
Real estate................................................. 1.7 3.7 5.4 --
----- ----- ---- ----
Total................................................... $11.2 $ 4.8 $6.6 $9.4
===== ===== ==== ====
</TABLE>
Provisions on mortgages during 1999 and 1998 reflect the release of redundant
specific reserves. Write-offs of $5.4 million to the investment valuation
allowance related to real estate in 1997 primarily reflect write downs to the
estimated fair value less costs to sell pursuant to the aforementioned 1997 plan
of disposal.
The carrying value of impaired loans was $11.4 million and $15.3 million, with
related reserves of $0.7 million and $1.5 million as of December 31, 1999 and
1998, respectively. All impaired loans were reserved for as of December 31, 1999
and 1998.
The average carrying value of impaired loans was $14.3 million, $17.0 million
and $19.8 million, with related interest income while such loans were impaired
of $1.5 million, $2.0 million and $2.2 million as of December 31, 1999, 1998 and
1997, respectively.
D. OTHER
At December 31, 1999 and 1998, AFLIAC had no concentration of investments in a
single investee exceeding 10% of shareholder's equity.
4. INVESTMENT INCOME AND GAINS AND LOSSES
A. NET INVESTMENT INCOME
The components of net investment income were as follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
- ------------- ------ ------ ------
<S> <C> <C> <C>
Fixed maturities............................................ $107.2 $107.7 $130.0
Mortgage loans.............................................. 19.0 25.5 20.4
Equity securities........................................... 0.4 0.3 1.3
Policy loans................................................ 12.4 11.7 10.8
Real estate and other long-term investments................. 4.0 4.8 4.9
Short-term investments...................................... 9.5 4.2 1.4
------ ------ ------
Gross investment income................................. 152.5 154.2 168.8
Less investment expenses.................................... (2.3) (2.9) (4.6)
------ ------ ------
Net investment income................................... $150.2 $151.3 $164.2
====== ====== ======
</TABLE>
F-15
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
At December 31, 1999, the Company had fixed maturities with a carrying value of
$0.8 million on non-accrual status. There were no mortgage loans on non-accrual
status at December 31, 1999. There were no mortgage loans or fixed maturities on
non-accrual status at December 31, 1998. The effect of non-accruals, compared
with amounts that would have been recognized in accordance with the original
terms of the investments, was a reduction in net income of $1.2 million in 1999,
and had no impact in 1998 and 1997.
The payment terms of mortgage loans may from time to time be restructured or
modified. The investment in restructured mortgage loans, based on amortized
cost, amounted to $12.2 million, $12.6 million and $21.1 million at December 31,
1999, 1998 and 1997, respectively. Interest income on restructured mortgage
loans that would have been recorded in accordance with the original terms of
such loans amounted to $0.9 million, $1.4 million and $1.9 million in 1999,
1998, and 1997, respectively. Actual interest income on these loans included in
net investment income aggregated $1.1 million, $1.8 million and $2.1 million in
1999, 1998 and 1997, respectively.
There were no fixed maturities or mortgage loans which were non-income producing
for the year ended December 31, 1999.
Included in other long-term investments is income from limited partnerships of
$0.9 million and $0.7 million in 1999 and 1998, respectively. There was no
income from limited partnerships included in other long-term investments in
1997.
B. NET REALIZED INVESTMENT GAINS AND LOSSES
Realized (losses) gains on investments were as follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
- ------------- ------ ----- -----
<S> <C> <C> <C>
Fixed maturities............................................ $(18.8) $(6.1) $ 3.0
Mortgage loans.............................................. 0.8 8.0 (1.1)
Equity securities........................................... 8.5 15.7 0.5
Real estate and other....................................... 0.8 2.4 0.5
------ ----- -----
Net realized investment (losses) gains...................... $ (8.7) $20.0 $ 2.9
====== ===== =====
</TABLE>
The proceeds from voluntary sales of available-for-sale securities and the gross
realized gains and gross realized losses on those sales were as follows:
<TABLE>
<CAPTION>
PROCEEDS FROM
FOR THE YEARS ENDED DECEMBER 31, VOLUNTARY GROSS GROSS
(IN MILLIONS) SALES GAINS LOSSES
- ------------- ------------- ----- ------
<S> <C> <C> <C>
1999
Fixed maturities............................................ $162.3 $ 2.7 $4.3
Equity securities........................................... $ 30.4 $10.1 $1.6
1998
Fixed maturities............................................ $ 60.0 $ 2.0 $2.0
Equity securities........................................... $ 52.6 $17.5 $0.9
1997
Fixed maturities............................................ $702.9 $11.4 $5.0
Equity securities........................................... $ 1.3 $ 0.5 $--
</TABLE>
F-16
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
C. OTHER COMPREHENSIVE INCOME RECONCILIATION
The following table provides a reconciliation of gross unrealized (losses) gains
to the net balance shown in the consolidated statements of comprehensive income:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
- ------------- ------ ------ -----
<S> <C> <C> <C>
Unrealized (losses) gains on securities:
Unrealized holding (losses) gains arising during period (net
of taxes of $(18.0) million, $(5.6) million and
$10.2 million in 1999, 1998 and 1997, respectively)........ $(33.4) $ (8.2) $20.3
Less: reclassification adjustment for (losses) gains
included in net income (net of taxes of $(3.6) million,
$3.4 million and $1.2 million in 1999, 1998 and 1997,
respectively).............................................. (6.7) 6.2 2.3
------ ------ -----
Other comprehensive (loss) income........................... $(26.7) $(14.4) $18.0
====== ====== =====
</TABLE>
5. FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS
Statement No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of fair value information about certain financial
instruments (insurance contracts, real estate, goodwill and taxes are excluded)
for which it is practicable to estimate such values, whether or not these
instruments are included in the balance sheet. The fair values presented for
certain financial instruments are estimates which, in many cases, may differ
significantly from the amounts which could be realized upon immediate
liquidation. In cases where market prices are not available, estimates of fair
value are based on discounted cash flow analyses which utilize current interest
rates for similar financial instruments which have comparable terms and credit
quality.
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:
CASH AND CASH EQUIVALENTS
For these short-term investments, the carrying amount approximates fair value.
FIXED MATURITIES
Fair values are based on quoted market prices, if available. If a quoted market
price is not available, fair values are estimated using independent pricing
sources or internally developed pricing models using discounted cash flow
analyses.
EQUITY SECURITIES
Fair values are based on quoted market prices, if available. If a quoted market
price is not available, fair values are estimated using independent pricing
sources or internally developed pricing models.
F-17
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MORTGAGE LOANS
Fair values are estimated by discounting the future contractual cash flows using
the current rates at which similar loans would be made to borrowers with similar
credit ratings. The fair value of below investment grade mortgage loans are
limited to the lesser of the present value of the cash flows or book value.
POLICY LOANS
The carrying amount reported in the balance sheet approximates fair value since
policy loans have no defined maturity dates and are inseparable from the
insurance contracts.
FIXED ANNUITY AND OTHER CONTRACTS (WITHOUT MORTALITY FEATURES)
Fair values for the Company's liabilities under individual fixed annuity
contracts are estimated based on current surrender values, supplemental
contracts without life contingencies reflect current fund balances, and other
individual contract funds represent the present value of future policy benefits.
The estimated fair values of the financial instruments were as follows:
<TABLE>
<CAPTION>
1999 1998
------------------ ------------------
DECEMBER 31, CARRYING FAIR CARRYING FAIR
(IN MILLIONS) VALUE VALUE VALUE VALUE
- ------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
FINANCIAL ASSETS
Cash and cash equivalents................................. $ 132.9 $ 132.9 $ 217.9 $ 217.9
Fixed maturities.......................................... 1,324.6 1,324.6 1,330.4 1,330.4
Equity securities......................................... 32.6 32.6 31.8 31.8
Mortgage loans............................................ 223.7 222.8 230.0 241.9
Policy loans.............................................. 166.8 166.8 151.5 151.5
-------- -------- -------- --------
$1,880.6 $1,879.7 $1,961.6 $1,973.5
======== ======== ======== ========
FINANCIAL LIABILITIES
Individual fixed annuity contracts........................ $1,048.0 $1,014.9 $1,069.4 $1,034.6
Supplemental contracts without life contingencies......... 25.0 25.0 21.0 21.0
Other individual contract deposit funds................... 19.3 19.3 17.0 17.0
-------- -------- -------- --------
$1,092.3 $1,059.2 $1,107.4 $1,072.6
======== ======== ======== ========
</TABLE>
F-18
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. FEDERAL INCOME TAXES
Provisions for federal income taxes have been calculated in accordance with the
provisions of Statement No. 109. A summary of the federal income tax expense in
the consolidated statement of income is shown below:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
- ------------- ----- ----- -----
<S> <C> <C> <C>
Federal income tax expense
Current................................................... $15.5 $22.1 $13.9
Deferred.................................................. 30.5 11.8 7.1
----- ----- -----
Total....................................................... $46.0 $33.9 $21.0
===== ===== =====
</TABLE>
The provision for federal income taxes does not materially differ from the
amount of federal income tax determined by applying the appropriate U.S.
statutory income tax rate to income before federal income taxes.
The deferred income tax (asset) liability represents the tax effects of
temporary differences:
<TABLE>
<CAPTION>
DECEMBER 31,
(IN MILLIONS) 1999 1998
- ------------- ------- -------
<S> <C> <C>
Deferred tax (assets) liabilities
Policy reserves........................................... $(233.7) $(205.1)
Deferred acquisition costs................................ 339.7 278.8
Investments, net.......................................... (4.0) 12.5
Litigation reserves....................................... (4.3) (7.4)
Bad debt reserve.......................................... -- (0.4)
Other, net................................................ (2.9) 0.4
------- -------
Deferred tax liability, net................................. $ 94.8 $ 78.8
======= =======
</TABLE>
Gross deferred income tax liabilities totaled $360.4 million and $291.7 million
at December 31, 1999 and 1998, respectively. Gross deferred income tax assets
totaled $265.6 million and $212.9 million at December 31, 1999 and 1998,
respectively.
The Company believes, based on its recent earnings history and its future
expectations, that the Company's taxable income in future years will be
sufficient to realize all deferred tax assets. In determining the adequacy of
future income, the Company considered the future reversal of its existing
temporary differences and available tax planning strategies that could be
implemented, if necessary.
The Company's federal income tax returns are routinely audited by the Internal
Revenue Service ("IRS"), and provisions are routinely made in the financial
statements in anticipation of the results of these audits. The IRS has examined
the FAFLIC/AFLIAC consolidated group's federal income tax returns through 1994.
The Company has appealed certain adjustments proposed by the IRS with respect
federal income tax returns for 1992, 1993, and 1994 for the FAFLIC/AFLIAC
consolidated group. Also, certain adjustments proposed by the IRS with respect
to FAFLIC/AFLIAC's federal income tax returns for 1982 and 1983 remain
unresolved. If upheld, these adjustments would result in additional payments;
however, the Company will vigorously defend its position with respect to these
adjustments. In the Company's opinion, adequate tax liabilities have
F-19
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
been established for all years. However, the amount of these tax liabilities
could be revised in the near term if estimates of the Company's ultimate
liability are revised.
7. RELATED PARTY TRANSACTIONS
The Company has no employees of its own, but has agreements under which FAFLIC
provides management, space and other services, including accounting, electronic
data processing, human resources, legal and other staff functions. Charges for
these services are based on full cost including all direct and indirect overhead
costs, and amounted to $173.9 million, $145.4 million and $124.1 million in
1999, 1998 and 1997 respectively. The net amounts payable to FAFLIC and
affiliates for accrued expenses and various other liabilities and receivables
were $48.6 million and $16.4 million at December 31, 1999 and 1998,
respectively.
8. DIVIDEND RESTRICTIONS
Delaware has enacted laws governing the payment of dividends to stockholders by
insurers. These laws affect the dividend paying ability of the Company.
Pursuant to Delaware's statute, the maximum amount of dividends and other
distributions that an insurer may pay in any twelve month period, without the
prior approval of the Delaware Commissioner of Insurance, is limited to the
greater of (i) 10% of its policyholders' surplus as of the preceding December 31
or (ii) the individual company's statutory net gain from operations for the
preceding calendar year (if such insurer is a life company) or its net income
(not including realized capital gains) for the preceding calendar year (if such
insurer is not a life company). Any dividends to be paid by an insurer, whether
or not in excess of the aforementioned threshold, from a source other than
statutory earned surplus would also require the prior approval of the Delaware
Commissioner of Insurance.
No dividends were declared by the Company during 1999, 1998 or 1997. During
2000, AFLIAC could pay dividends of $34.3 million to FAFLIC without prior
approval.
9. REINSURANCE
In the normal course of business, the Company seeks to reduce the loss that may
arise from events that cause unfavorable underwriting results by reinsuring
certain levels of risk in various areas of exposure with other insurance
enterprises or reinsurers. Reinsurance transactions are accounted for in
accordance with the provisions of Statement No. 113, "Accounting and Reporting
for Reinsurance of Short-Duration and Long-Duration Contracts" ("Statement
No. 113").
The Company reinsures 100% of its traditional individual life and certain blocks
of its universal life business, substantially all of its disability income
business, and effective January 1, 1998, the mortality risk on the variable
universal life and remaining universal life blocks of business in-force at
December 31, 1997.
Amounts recoverable from reinsurers are estimated in a manner consistent with
the claim liability associated with the reinsured policy. Reinsurance contracts
do not relieve the Company from its obligations to policyholders. Failure of
reinsurers to honor their obligations could result in losses to the Company;
consequently, allowances are established for amounts deemed uncollectible. The
Company determines the appropriate amount of reinsurance based on evaluation of
the risks accepted and analyses prepared by consultants and reinsurers and on
market conditions (including the availability and pricing of reinsurance). The
Company also believes that the terms of its reinsurance contracts are consistent
with industry practice in that they contain
F-20
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
standard terms with respect to lines of business covered, limit and retention,
arbitration and occurrence. Based on its review of its reinsurers' financial
statements and reputations in the reinsurance marketplace, the Company believes
that its reinsurers are financially sound.
Amounts recoverable from reinsurers at December 31, 1999 and 1998 for the
disability income business were $241.5 million and $230.8 million, respectively,
traditional life were $9.7 million and $11.4 million, respectively, and
universal and variable universal life were $36.0 million and $65.8 million,
respectively.
The effects of reinsurance were as follows:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
- ------------- ------ ------ ------
<S> <C> <C> <C>
Insurance premiums:
Direct.................................................... $ 41.3 $ 45.5 $ 48.8
Assumed................................................... -- -- 2.6
Ceded..................................................... (40.8) (45.0) (28.6)
------ ------ ------
Net premiums................................................ $ 0.5 $ 0.5 $ 22.8
====== ====== ======
Insurance and other individual policy benefits, claims and
losses:
Direct.................................................... $210.6 $204.0 $226.0
Assumed................................................... -- -- 4.2
Ceded..................................................... (37.0) (50.1) (42.4)
------ ------ ------
Net policy benefits, claims and losses...................... $173.6 $153.9 $187.8
====== ====== ======
</TABLE>
10. DEFERRED POLICY ACQUISITION COSTS
The following reflects the changes to the deferred policy acquisition cost
asset:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN MILLIONS) 1999 1998 1997
- ------------- -------- ------ ------
<S> <C> <C> <C>
Balance at beginning of year................................ $ 950.5 $765.3 $632.7
Acquisition expenses deferred............................. 219.5 242.4 184.2
Amortized to expense during the year...................... (49.8) (64.6) (53.1)
Adjustment to equity during the year...................... 36.2 7.4 (10.2)
Adjustment for cession of disability income insurance..... -- -- (38.6)
Adjustment for revision of universal life and variable
universal life insurance mortality assumptions.......... -- -- 50.3
-------- ------ ------
Balance at end of year...................................... $1,156.4 $950.5 $765.3
======== ====== ======
</TABLE>
On October 1, 1997, the Company revised the mortality assumptions for universal
life and variable universal life product lines. These revisions resulted in a
$50.3 million recapitalization of deferred policy acquisition costs.
11. LIABILITIES FOR INDIVIDUAL DISABILITY INCOME BENEFITS
The Company regularly updates its estimates of liabilities for future policy
benefits and outstanding claims and losses as new information becomes available
and further events occur which may impact the resolution of
F-21
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
unsettled claims. Changes in prior estimates are recorded in results of
operations in the year such changes are determined to be needed.
The liability for future policy benefits and outstanding claims and losses
related to the Company's disability income business was $240.7 million and
$233.3 million at December 31, 1999 and 1998. Due to the reinsurance agreement
whereby the Company has ceded substantially all of its disability income
business to a highly rated reinsurer, the Company believes that no material
adverse development of losses will occur. However, the amount of the liabilities
could be revised in the near term if the estimates used in determining the
liability are revised.
12. CONTINGENCIES
REGULATORY AND INDUSTRY DEVELOPMENTS
Unfavorable economic conditions may contribute to an increase in the number of
insurance companies that are under regulatory supervision. This may result in an
increase in mandatory assessments by state guaranty funds, or voluntary payments
by solvent insurance companies to cover losses to policyholders of insolvent or
rehabilitated companies. Mandatory assessments, which are subject to statutory
limits, can be partially recovered through a reduction in future premium taxes
in some states. The Company is not able to reasonably estimate the potential
effect on it of any such future assessments or voluntary payments.
LITIGATION
In July 1997, a lawsuit on behalf of a putative class was instituted in
Louisiana against AFC and certain of its subsidiaries including AFLIAC, by
individual plaintiffs alleging fraud, unfair or deceptive acts, breach of
contract, misrepresentation, and related claims in the sale of life insurance
policies. In October 1997, plaintiffs voluntarily dismissed the Louisiana suit
and filed a substantially similar action in Federal District Court in Worcester,
Massachusetts. In early November 1998, AFC and the plaintiffs entered into a
settlement agreement. The court granted preliminary approval of the settlement
on December 4, 1998. On May 19, 1999, the Court issued an order certifying the
class for settlement purposes and granting final approval of the settlement
agreement. AFLIAC recognized a $21.0 million pre-tax expense during the third
quarter of 1998 related to this litigation. Although the Company believes that
this expense reflects appropriate recognition of its obligation under the
settlement, this estimate assumes the availability of insurance coverage for
certain claims, and the estimate may be revised based on the amount of
reimbursement actually tendered by AFC's insurance carriers, and based on
changes in the Company's estimate of the ultimate cost of the benefits to be
provided to members of the class.
The Company has been named a defendant in various legal proceedings arising in
the normal course of business. In the Company's opinion, based on the advice of
legal counsel, the ultimate resolution of these proceedings will not have a
material effect on the Company's consolidated financial statements. However,
liabilities related to these proceedings could be established in the near term
if estimates of the ultimate resolution of these proceedings are revised.
YEAR 2000
The Year 2000 issue resulted from computer programs being written using two
digits rather than four to define the applicable year. Computer programs that
have date-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities.
F-22
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF ALLMERICA FINANCIAL CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Although the Company does not believe that there is a material contingency
associated with the Year 2000 issue, there can be no assurance that exposure for
material contingencies will not arise.
13. STATUTORY FINANCIAL INFORMATION
The Company is required to file annual statements with state regulatory
authorities prepared on an accounting basis prescribed or permitted by such
authorities (statutory basis). Statutory surplus differs from shareholder's
equity reported in accordance with generally accepted accounting principles
primarily because policy acquisition costs are expensed when incurred,
investment reserves are based on different assumptions, life insurance reserves
are based on different assumptions and income tax expense reflects only taxes
paid or currently payable. In 1999, 49 out of 50 states have adopted the
National Association of Insurance Commissioners proposed Codification, which
provides for uniform statutory accounting principles. These principles are
effective January 1, 2001. The Company is currently assessing the impact that
the adoption of Codification will have on its statutory results of operations
and financial position. Statutory net income and surplus are as follows:
<TABLE>
<CAPTION>
(IN MILLIONS) 1999 1998 1997
- ------------- ------ ------ ------
<S> <C> <C> <C>
Statutory net income........................................ $ 5.0 $ (8.2) $ 31.5
Statutory shareholder's surplus............................. $342.7 $312.2 $309.7
</TABLE>
F-23
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Allmerica Financial Life Insurance and Annuity
Company and the Contractowners of Separate Account KG of Allmerica Financial
Life Insurance and Annuity Company
In our opinion, the accompanying statements of assets and liabilities, and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the Sub-Accounts
constituting the Separate Account KG of Allmerica Financial Life Insurance and
Annuity Company at December 31, 1999, the results of each of their operations
and the changes in each of their net assets for each of the periods indicated,
in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of Allmerica Financial
Life Insurance and Annuity Company; our responsibility is to express an opinion
on these financial statements based on our audits. We conducted our audits of
these financial statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1999 by
correspondence with the Funds, provide a reasonable basis for the opinion
expressed above.
/s/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
April 3, 2000
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
SMALL SMALL CONTRARIAN
CAP VALUE CAP GROWTH VALUE
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 43,123,114 $ 75,926,509 $ 124,531,596
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 43,123,114 75,926,509 124,531,596
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 10 10 7
------------- ------------- -------------
Net assets ........................................................ $ 43,123,104 $ 75,926,499 $ 124,531,589
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 43,123,104 $ 75,926,499 $ 124,531,589
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 43,123,104 $ 75,926,499 $ 124,531,589
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 39,613,798 37,457,369 89,797,800
Net asset value per unit, December 31, 1999 ........................... $ 1.088588 $ 2.027011 $ 1.386800
<CAPTION>
INTERNATIONAL GROWTH VALUE+GROWTH
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 70,880,793 $ 139,136,969 $ 110,048,274
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 70,880,793 139,136,969 110,048,274
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - 6,703 30,307
------------- ------------- -------------
Net assets ........................................................ $ 70,880,793 $ 139,130,266 $ 110,017,967
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 70,880,793 $ 139,130,266 $ 110,017,967
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 70,880,793 $ 139,130,266 $ 110,017,967
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 41,324,509 76,103,904 66,588,933
Net asset value per unit, December 31, 1999 ........................... $ 1.715224 $ 1.828162 $ 1.652196
<CAPTION>
TOTAL
HORIZON 20+ RETURN HORIZON 10+
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 23,952,402 $ 211,165,633 $ 44,516,688
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - 793
------------- ------------- -------------
Total assets ...................................................... 23,952,402 211,165,633 44,517,481
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Net assets ........................................................ $ 23,952,402 $ 211,165,633 $ 44,517,481
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 23,952,402 $ 211,165,633 $ 44,517,481
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 23,952,402 $ 211,165,633 $ 44,517,481
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 16,867,521 141,157,462 32,882,865
Net asset value per unit, December 31, 1999 ........................... $ 1.420031 $ 1.495958 $ 1.353820
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-1
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1999
<TABLE>
<CAPTION>
INVESTMENT
HORIZON 5 HIGH YIELD GRADE BOND
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 31,497,114 $ 147,977,544 $ 45,886,571
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - 113
------------- ------------- -------------
Total assets ...................................................... 31,497,114 147,977,544 45,886,684
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 867 - -
------------- ------------- -------------
Net assets ........................................................ $ 31,496,247 $ 147,977,544 $ 45,886,684
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 31,496,247 $ 147,977,544 $ 45,886,684
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 31,496,247 $ 147,977,544 $ 45,886,684
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 25,267,281 130,756,981 41,386,969
Net asset value per unit, December 31, 1999 ........................... $ 1.246523 $ 1.131699 $ 1.108723
<CAPTION>
GOVERNMENT MONEY GLOBAL
SECURITIES MARKET INCOME
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 51,041,861 $ 65,746,917 $ 3,605,858
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - 160,406 -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 51,041,861 65,907,323 3,605,858
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Net assets ........................................................ $ 51,041,861 $ 65,907,323 $ 3,605,858
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 51,041,861 $ 65,907,323 $ 3,605,858
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 51,041,861 $ 65,907,323 $ 3,605,858
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 45,653,024 59,036,322 3,482,518
Net asset value per unit, December 31, 1999 ........................... $ 1.118039 $ 1.116386 $ 1.035417
<CAPTION>
DREMAN DREMAN
BLUE FINANCIAL HIGH
CHIP SERVICES RETURN EQUITY
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 130,446,066 $ 18,589,346 $ 70,264,414
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc .................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 130,446,066 18,589,346 70,264,414
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 9 - 8
------------- ------------- -------------
Net assets ........................................................ $ 130,446,057 $ 18,589,346 $ 70,264,406
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 130,446,057 $ 18,589,346 $ 70,264,406
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 130,446,057 $ 18,589,346 $ 70,264,406
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 85,135,553 20,493,727 78,706,638
Net asset value per unit, December 31, 1999 ........................... $ 1.532216 $ 0.907075 $ 0.892738
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-2
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1999
<TABLE>
<CAPTION>
INTERNATIONAL
GROWTH GLOBAL AGGRESSIVE
AND INCOME BLUE CHIP GROWTH
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 4,293,057 $ 10,572,101 $ 7,528,912
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - 132 -
------------- ------------- -------------
Total assets ...................................................... 4,293,057 10,572,233 7,528,912
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Net assets ........................................................ $ 4,293,057 $ 10,572,233 $ 7,528,912
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 4,293,057 $ 10,572,233 $ 7,528,912
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 4,293,057 $ 10,572,233 $ 7,528,912
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 4,224,456 8,559,390 5,432,409
Net asset value per unit, December 31, 1999 ........................... $ 1.016239 $ 1.235162 $ 1.385925
<CAPTION>
KVS FOCUSED
TECHNOLOGY INDEX LARGE CAP
GROWTH 500 GROWTH
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 54,693,951 $ 19,191,682 $ 819,126
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - -
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 54,693,951 19,191,682 819,126
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 6,809 - -
------------- ------------- -------------
Net assets ........................................................ $ 54,687,142 $ 19,191,682 $ 819,126
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 54,687,142 $ 19,191,682 $ 816,564
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - 2,562
------------- ------------- -------------
$ 54,687,142 $ 19,191,682 $ 819,126
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 31,063,062 17,600,088 639,469
Net asset value per unit, December 31, 1999 ........................... $ 1.760520 $ 1.090431 $ 1.280948
<CAPTION>
KVS KVS SCUDDER
GROWTH GROWTH VLIF
OPPORTUNITIES AND INCOME INTERNATIONAL
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ 12,814,018 $ 12,026,539 $ -
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . - - 29,269,761
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 12,814,018 12,026,539 29,269,761
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 6,674 6,641 -
------------- ------------- -------------
Net assets ........................................................ $ 12,807,344 $ 12,019,898 $ 29,269,761
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 12,807,344 $ 12,019,898 $ 29,269,761
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 12,807,344 $ 12,019,898 $ 29,269,761
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 11,026,318 10,482,786 19,494,096
Net asset value per unit, December 31, 1999 ........................... $ 1.161525 $ 1.146632 $ 1.501468
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-3
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1999
<TABLE>
<CAPTION>
SCUDDER SCUDDER SCUDDER
VLIF VLIF VLIF
GLOBAL CAPITAL GROWTH
DISCOVERY GROWTH AND INCOME
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ - $ - $ -
Investments in shares of Scudder Variable Life Investment Fund (VLIF) . 17,167,184 43,124,131 33,772,900
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 17,167,184 43,124,131 33,772,900
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 11 9 9
------------- ------------- -------------
Net assets ........................................................ $ 17,167,173 $ 43,124,122 $ 33,772,891
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 17,167,173 $ 43,124,122 $ 33,772,891
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 17,167,173 $ 43,124,122 $ 33,772,891
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 10,986,809 30,553,150 34,413,183
Net asset value per unit, December 31, 1999 ........................... $ 1.562526 $ 1.411446 $ 0.981394
<CAPTION>
ALGER
AMERICAN ALGER DREYFUS
LEVERAGED AMERICAN MIDCAP
ALLCAP BALANCED STOCK
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ - $ - $ -
Investments in shares of Scudder Variable Life Investment Fund (VLIF)
Investments in shares of The Alger American Fund ...................... 1,796,209 1,830,861 -
Investments in shares of Dreyfus Investment Portfolios ................ - - 557,612
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... - - -
Investments in shares of Janus Aspen Series ........................... - - -
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 1,796,209 1,830,861 557,612
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... 6,629 - -
------------- ------------- -------------
Net assets ........................................................ $ 1,789,580 $ 1,830,861 $ 557,612
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 1,789,580 $ 1,830,861 $ 557,612
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 1,789,580 $ 1,830,861 $ 557,612
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 1,495,254 1,730,450 516,134
Net asset value per unit, December 31, 1999 ........................... $ 1.196840 $ 1.058026 $ 1.080362
<CAPTION>
DREYFUS JANUS
SOCIALLY JANUS ASPEN
RESPONSIBLE ASPEN GROWTH
GROWTH GROWTH AND INCOME
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of Kemper Variable Series (KVS) ................. $ - $ - $ -
Investments in shares of Scudder Variable Life Investment Fund (VLIF)
Investments in shares of The Alger American Fund ...................... - - -
Investments in shares of Dreyfus Investment Portfolios ................ - - -
Investment in shares of The Dreyfus Socially Responsible
Growth Fund, Inc. ................................................... 1,032,771 - -
Investments in shares of Janus Aspen Series ........................... - 698,757 634,683
Dividend receivable ................................................... - - -
Receivable from Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Total assets ...................................................... 1,032,771 698,757 634,683
LIABILITIES:
Payable to Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................... - - -
------------- ------------- -------------
Net assets ........................................................ $ 1,032,771 $ 698,757 $ 634,683
------------- ------------- -------------
------------- ------------- -------------
Net asset distribution by category:
Variable annuity contracts .......................................... $ 1,032,771 $ 698,757 $ 634,683
Value of investment by Allmerica Financial Life Insurance and Annuity
Company (Sponsor) ................................................ - - -
------------- ------------- -------------
$ 1,032,771 $ 698,757 $ 634,683
------------- ------------- -------------
------------- ------------- -------------
Units outstanding, December 31, 1999 .................................. 877,736 552,462 429,409
Net asset value per unit, December 31, 1999 ........................... $ 1.176630 $ 1.264806 $ 1.478040
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-4
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
SMALL SMALL CONTRARIAN
CAP VALUE CAP GROWTH VALUE
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 454,818 $ - $ 2,408,616
------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 598,680 698,168 1,849,336
Administrative expense fees ........................... 71,842 83,780 221,920
------------- ------------- -------------
Total expenses ...................................... 670,522 781,948 2,071,256
------------- ------------- -------------
Net investment income (loss) ........................ (215,704) (781,948) 337,360
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - 8,028,721
Net realized gain (loss) from sales of investments .... (1,927,611) 1,157,955 1,106,559
------------- ------------- -------------
Net realized gain (loss) ............................ (1,927,611) 1,157,955 9,135,280
Net unrealized gain (loss) ............................ 2,275,729 18,007,325 (27,096,544)
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 348,118 19,165,280 (17,961,264)
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 132,414 $ 18,383,332 $ (17,623,904)
------------- ------------- -------------
------------- ------------- -------------
<CAPTION>
INTERNATIONAL GROWTH VALUE+GROWTH
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 625,783 $ - $ 566,554
------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 703,680 1,267,444 1,244,753
Administrative expense fees ........................... 84,442 152,093 149,370
------------- ------------- -------------
Total expenses ...................................... 788,122 1,419,537 1,394,123
------------- ------------- -------------
Net investment income (loss) ........................ (162,339) (1,419,537) (827,569)
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... 6,727,162 - 1,982,938
Net realized gain (loss) from sales of investments .... 484,661 940,548 1,431,579
------------- ------------- -------------
Net realized gain (loss) ............................ 7,211,823 940,548 3,414,517
Net unrealized gain (loss) ............................ 14,809,647 34,017,682 11,750,886
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 22,021,470 34,958,230 15,165,403
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 21,859,131 $ 33,538,693 $ 14,337,834
------------- ------------- -------------
------------- ------------- -------------
<CAPTION>
TOTAL
HORIZON 20+ RETURN HORIZON 10+
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 323,558 $ 4,606,638 $ 870,456
------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 312,408 2,024,406 526,587
Administrative expense fees ........................... 37,489 242,929 63,190
------------- ------------- -------------
Total expenses ...................................... 349,897 2,267,335 589,777
------------- ------------- -------------
Net investment income (loss) ........................ (26,339) 2,339,303 280,679
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... 161,779 7,677,731 -
Net realized gain (loss) from sales of investments .... 598,674 71,775 370,979
------------- ------------- -------------
Net realized gain (loss) ............................ 760,453 7,749,506 370,979
Net unrealized gain (loss) ............................ 1,009,772 11,231,307 2,240,030
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 1,770,225 18,980,813 2,611,009
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 1,743,886 $ 21,320,116 $ 2,891,688
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-5
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INVESTMENT
HORIZON 5 HIGH YIELD GRADE BOND
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 637,158 $ 14,947,055 $ 1,043,181
------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 362,853 2,012,441 525,624
Administrative expense fees ........................... 43,543 241,493 63,075
------------- ------------- -------------
Total expenses ...................................... 406,396 2,253,934 588,699
------------- ------------- -------------
Net investment income (loss) ........................ 230,762 12,693,121 454,482
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - 347,727
Net realized gain (loss) from sales of investments .... 131,170 (3,155,053) (64,117)
------------- ------------- -------------
Net realized gain (loss) ............................ 131,170 (3,155,053) 283,610
Net unrealized gain (loss) ............................ 685,808 (8,379,525) (2,124,790)
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 816,978 (11,534,578) (1,841,180)
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 1,047,740 $ 1,158,543 $ (1,386,698)
------------- ------------- -------------
------------- ------------- -------------
<CAPTION>
GOVERNMENT MONEY GLOBAL
SECURITIES MARKET INCOME
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 2,005,723 $ 2,082,066 $ 126,252
------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 559,120 547,880 42,253
Administrative expense fees ........................... 67,094 65,746 5,071
------------- ------------- -------------
Total expenses ...................................... 626,214 613,626 47,324
------------- ------------- -------------
Net investment income (loss) ........................ 1,379,509 1,468,440 78,928
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - 63,126
Net realized gain (loss) from sales of investments .... (339,320) - (21,752)
------------- ------------- -------------
Net realized gain (loss) ............................ (339,320) - 41,374
Net unrealized gain (loss) ............................ (1,457,254) - (365,219)
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. (1,796,574) - (323,845)
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ (417,065) $ 1,468,440 $ (244,917)
------------- ------------- -------------
------------- ------------- -------------
<CAPTION>
DREMAN DREMAN
BLUE FINANCIAL HIGH
CHIP SERVICES RETURN EQUITY
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 450,723 $ 90,087 $ 650,296
------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 1,153,683 229,713 877,508
Administrative expense fees ........................... 138,442 27,566 105,301
------------- ------------- -------------
Total expenses ...................................... 1,292,125 257,279 982,809
------------- ------------- -------------
Net investment income (loss) ........................ (841,402) (167,192) (332,513)
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - 650,296
Net realized gain (loss) from sales of investments .... 458,263 145,342 (455,505)
------------- ------------- -------------
Net realized gain (loss) ............................ 458,263 145,342 194,791
Net unrealized gain (loss) ............................ 21,431,797 (1,654,266) (9,867,262)
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 21,890,060 (1,508,924) (9,672,471)
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 21,048,658 $ (1,676,116) $ (10,004,984)
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-6
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INTERNATIONAL
GROWTH GLOBAL AGGRESSIVE
AND INCOME BLUE CHIP GROWTH(a)
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 14,682 $ 12,568 $ -
------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 38,055 77,151 12,091
Administrative expense fees ........................... 4,567 9,258 1,451
------------- ------------- -------------
Total expenses ...................................... 42,622 86,409 13,542
------------- ------------- -------------
Net investment income (loss) ........................ (27,940) (73,841) (13,542)
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - -
Net realized gain (loss) from sales of investments .... 3,862 85,039 27,858
------------- ------------- -------------
Net realized gain (loss) ............................ 3,862 85,039 27,858
Net unrealized gain (loss) ............................ 480,452 1,757,473 904,574
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 484,314 1,842,512 932,432
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 456,374 $ 1,768,671 $ 918,890
------------- ------------- -------------
------------- ------------- -------------
<CAPTION>
KVS FOCUSED
TECHNOLOGY INDEX LARGE CAP
GROWTH(a) 500(b) GROWTH(c)
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ - $ - $ -
------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 109,627 29,561 433
Administrative expense fees ........................... 13,155 3,547 52
------------- ------------- -------------
Total expenses ...................................... 122,782 33,108 485
------------- ------------- -------------
Net investment income (loss) ........................ (122,782) (33,108) (485)
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - -
Net realized gain (loss) from sales of investments .... 197,634 1,138 508
------------- ------------- -------------
Net realized gain (loss) ............................ 197,634 1,138 508
Net unrealized gain (loss) ............................ 12,954,735 1,161,205 57,502
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 13,152,369 1,162,343 58,010
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 13,029,587 $ 1,129,235 $ 57,525
------------- ------------- -------------
------------- ------------- -------------
<CAPTION>
KVS KVS SCUDDER
GROWTH GROWTH VLIF
OPPORTUNITIES(c) AND INCOME(c) INTERNATIONAL
---------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ - $ - $ 11,721
---------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 8,847 9,324 150,502
Administrative expense fees ........................... 1,062 1,118 18,061
---------------- ------------- -------------
Total expenses ...................................... 9,909 10,442 168,563
---------------- ------------- -------------
Net investment income (loss) ........................ (9,909) (10,442) (156,842)
---------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - 873,203
Net realized gain (loss) from sales of investments .... - - 6,849
---------------- ------------- -------------
Net realized gain (loss) ............................ - - 880,052
Net unrealized gain (loss) ............................ 667,371 603,878 6,557,144
---------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 667,371 603,878 7,437,196
---------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 657,462 $ 593,436 $ 7,280,354
---------------- ------------- -------------
---------------- ------------- -------------
</TABLE>
(a) For the Period 5/3/99 to 12/31/99.
(b) For the Period 9/1/99 to 12/31/99.
(c) For the Period 10/29/99 to 12/31/99.
The accompanying notes are an integral part of these financial statements.
SA-7
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
SCUDDER SCUDDER SCUDDER
VLIF VLIF VLIF
GLOBAL CAPITAL GROWTH
DISCOVERY GROWTH AND INCOME
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ - $ 33,369 $ 173,780
------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 79,167 277,650 289,157
Administrative expense fees ........................... 9,500 33,318 34,699
------------- ------------- -------------
Total expenses ...................................... 88,667 310,968 323,856
------------- ------------- -------------
Net investment income (loss) ........................ (88,667) (277,599) (150,076)
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... 54,607 1,799,242 1,318,313
Net realized gain (loss) from sales of investments .... 144,744 79,584 (48,238)
------------- ------------- -------------
Net realized gain (loss) ............................ 199,351 1,878,826 1,270,075
Net unrealized gain (loss) ............................ 4,603,967 6,894,112 (655,883)
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 4,803,318 8,772,938 614,192
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 4,714,651 $ 8,495,339 $ 464,116
------------- ------------- -------------
------------- ------------- -------------
<CAPTION>
ALGER
AMERICAN ALGER DREYFUS
LEVERAGED AMERICAN MIDCAP
ALLCAP(d) BALANCED(d) STOCK(e)
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ - $ - $ 1,287
------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 1,402 1,273 517
Administrative expense fees ........................... 169 153 61
------------- ------------- -------------
Total expenses ...................................... 1,571 1,426 578
------------- ------------- -------------
Net investment income (loss) ........................ (1,571) (1,426) 709
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... - - -
Net realized gain (loss) from sales of investments .... 521 12 5
------------- ------------- -------------
Net realized gain (loss) ............................ 521 12 5
Net unrealized gain (loss) ............................ 169,168 55,960 25,831
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 169,689 55,972 25,836
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 168,118 $ 54,546 $ 26,545
------------- ------------- -------------
------------- ------------- -------------
<CAPTION>
DREYFUS JANUS
SOCIALLY JANUS ASPEN
RESPONSIBLE ASPEN GROWTH AND
GROWTH(e) GROWTH(e) INCOME(e)
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends ............................................. $ 125 $ 628 $ 896
------------- ------------- -------------
EXPENSES:
Mortality and expense risk fees ....................... 791 1,455 1,162
Administrative expense fees ........................... 95 175 140
------------- ------------- -------------
Total expenses ...................................... 886 1,630 1,302
------------- ------------- -------------
Net investment income (loss) ........................ (761) (1,002) (406)
------------- ------------- -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain distributions from portfolio sponsor .... 33,711 - -
Net realized gain (loss) from sales of investments .... 6 168 326
------------- ------------- -------------
Net realized gain (loss) ............................ 33,717 168 326
Net unrealized gain (loss) ............................ 18,499 92,663 116,364
------------- ------------- -------------
Net realized and unrealized gain (loss) ............. 52,216 92,831 116,690
------------- ------------- -------------
Net increase (decrease) in net assets from operations $ 51,455 $ 91,829 $ 116,284
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
(d) For the Period 11/15/99 to 12/31/99.
(e) For the Period 6/23/99 to 12/31/99.
The accompanying notes are an integral part of these financial statements.
SA-8
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SMALL CAP VALUE SMALL CAP GROWTH
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (215,704) $ (654,086) $ (781,948) $ (489,101)
Net realized gain (loss) ....................................... (1,927,611) 876,263 1,157,955 4,792,414
Net unrealized gain (loss) ..................................... 2,275,729 (7,341,076) 18,007,325 2,357,658
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 132,414 (7,118,899) 18,383,332 6,660,971
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 3,881,514 23,789,375 9,058,478 21,614,441
Withdrawals .................................................... (3,319,790) (2,072,501) (3,003,462) (1,263,376)
Contract benefits .............................................. (1,260,432) (671,460) (1,000,074) (628,139)
Contract charges ............................................... (15,395) (11,668) (14,186) (7,215)
Transfers between sub-accounts (including fixed account), net .. (13,018,025) (1,003,036) (7,500,175) 2,245,841
Other transfers from (to) the General Account .................. 3,657,858 3,833,373 6,542,546 3,453,623
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions (10,074,270) 23,864,083 4,083,127 25,415,175
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... (9,941,856) 16,745,184 22,466,459 32,076,146
NET ASSETS:
Beginning of year .............................................. 53,064,960 36,319,776 53,460,040 21,383,894
------------- ------------- ------------- -------------
End of year .................................................... $ 43,123,104 $ 53,064,960 $ 75,926,499 $ 53,460,040
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
<CAPTION>
CONTRARIAN VALUE INTERNATIONAL
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ 337,360 $ (915,285) $ (162,339) $ (165,241)
Net realized gain (loss) ....................................... 9,135,280 3,059,688 7,211,823 1,410,539
Net unrealized gain (loss) ..................................... (27,096,544) 14,662,017 14,809,647 1,259,087
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... (17,623,904) 16,806,420 21,859,131 2,504,385
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 14,121,129 55,490,687 4,906,632 19,119,834
Withdrawals .................................................... (9,077,609) (4,934,497) (3,270,566) (1,671,001)
Contract benefits .............................................. (3,040,999) (1,296,893) (1,065,299) (719,636)
Contract charges ............................................... (46,509) (27,258) (14,193) (10,634)
Transfers between sub-accounts (including fixed account), net .. (16,550,900) (3,451,681) (11,015,542) (606,885)
Other transfers from (to) the General Account .................. 15,694,953 7,034,801 3,573,648 3,412,651
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 1,100,065 52,815,159 (6,885,320) 19,524,329
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... (16,523,839) 69,621,579 14,973,811 22,028,714
NET ASSETS:
Beginning of year .............................................. 141,055,428 71,433,849 55,906,982 33,878,268
------------- ------------- ------------- -------------
End of year .................................................... $ 124,531,589 $ 141,055,428 $ 70,880,793 $ 55,906,982
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
<CAPTION>
GROWTH
YEAR ENDED
DECEMBER 31,
------------------------------
1999 1998
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (1,419,537) $ (585,802)
Net realized gain (loss) ....................................... 940,548 6,027,314
Net unrealized gain (loss) ..................................... 34,017,682 419,230
------------- -------------
Net increase (decrease) in net assets from operations .......... 33,538,693 5,860,742
------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 18,138,627 39,283,179
Withdrawals .................................................... (5,835,087) (2,255,077)
Contract benefits .............................................. (2,898,303) (996,123)
Contract charges ............................................... (24,993) (10,479)
Transfers between sub-accounts (including fixed account), net .. 3,861,803 1,000,885
Other transfers from (to) the General Account .................. 15,807,341 4,848,132
Net increase (decrease) in investment by Sponsor ............... - -
------------- -------------
Net increase (decrease) in net assets from contract transactions 29,049,388 41,870,517
------------- -------------
Net increase (decrease) in net assets .......................... 62,588,081 47,731,259
NET ASSETS:
Beginning of year .............................................. 76,542,185 28,810,926
------------- -------------
End of year .................................................... $ 139,130,266 $ 76,542,185
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-9
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
VALUE+GROWTH HORIZON 20+
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (827,569) $ (914,495) $ (26,339) $ (144,226)
Net realized gain (loss) ....................................... 3,414,517 1,379,901 760,453 388,304
Net unrealized gain (loss) ..................................... 11,750,886 10,264,094 1,009,772 1,280,559
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 14,337,834 10,729,500 1,743,886 1,524,637
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 10,703,107 43,919,177 1,936,565 13,742,259
Withdrawals .................................................... (6,148,509) (3,154,277) (2,111,479) (902,539)
Contract benefits .............................................. (2,684,139) (1,199,454) (419,028) (93,965)
Contract charges ............................................... (29,473) (13,304) (8,722) (3,959)
Transfers between sub-accounts (including fixed account), net .. (9,493,003) (738,468) (4,076,865) 536,069
Other transfers from (to) the General Account .................. 9,953,690 6,283,341 1,134,062 1,765,444
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 2,301,673 45,097,015 (3,545,467) 15,043,309
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 16,639,507 55,826,515 (1,801,581) 16,567,946
NET ASSETS:
Beginning of year .............................................. 93,378,460 37,551,945 25,753,983 9,186,037
------------- ------------- ------------- -------------
End of year .................................................... $ 110,017,967 $ 93,378,460 $ 23,952,402 $ 25,753,983
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
<CAPTION>
TOTAL RETURN HORIZON 10+
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ 2,339,303 $ 753,433 $ 280,679 $ (183,625)
Net realized gain (loss) ....................................... 7,749,506 7,612,249 370,979 431,854
Net unrealized gain (loss) ..................................... 11,231,307 1,095,523 2,240,030 1,933,426
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 21,320,116 9,461,205 2,891,688 2,181,655
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 36,155,410 60,531,473 5,575,526 17,322,094
Withdrawals .................................................... (8,877,391) (4,287,789) (2,106,876) (1,228,986)
Contract benefits .............................................. (3,260,413) (980,496) (914,376) (206,618)
Contract charges ............................................... (38,512) (12,887) (13,511) (4,988)
Transfers between sub-accounts (including fixed account), net .. 3,364,974 439,225 (4,319,378) 1,445,601
Other transfers from (to) the General Account .................. 49,827,544 11,115,973 7,235,308 4,892,426
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 77,171,612 66,805,499 5,456,693 22,219,529
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 98,491,728 76,266,704 8,348,381 24,401,184
NET ASSETS:
Beginning of year .............................................. 112,673,905 36,407,201 36,169,100 11,767,916
------------- ------------- ------------- -------------
End of year .................................................... $ 211,165,633 $ 112,673,905 $ 44,517,481 $ 36,169,100
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
<CAPTION>
HORIZON 5 HIGH YIELD
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ 230,762 $ (114,127) $ 12,693,121 $ 5,605,049
Net realized gain (loss) ....................................... 131,170 331,020 (3,155,053) (551,935)
Net unrealized gain (loss) ..................................... 685,808 1,051,773 (8,379,525) (6,177,713)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 1,047,740 1,268,666 1,158,543 (1,124,599)
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 2,764,352 10,016,522 20,871,620 81,022,156
Withdrawals .................................................... (1,239,315) (710,798) (12,855,331) (6,547,920)
Contract benefits .............................................. (896,406) (349,599) (3,605,056) (2,658,763)
Contract charges ............................................... (7,574) (2,463) (43,171) (21,805)
Transfers between sub-accounts (including fixed account), net .. (2,275,766) 346,870 (25,282,242) (6,373,866)
Other transfers from (to) the General Account .................. 8,792,092 3,956,115 18,724,774 11,790,153
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 7,137,383 13,256,647 (2,189,406) 77,209,955
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 8,185,123 14,525,313 (1,030,863) 76,085,356
NET ASSETS:
Beginning of year .............................................. 23,311,124 8,785,811 149,008,407 72,923,051
------------- ------------- ------------- -------------
End of year .................................................... $ 31,496,247 $ 23,311,124 $ 147,977,544 $ 149,008,407
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-10
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
INVESTMENT GRADE BOND GOVERNMENT SECURITIES
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ 454,482 $ 116,094 $ 1,379,509 $ 617,509
Net realized gain (loss) ....................................... 283,610 170,156 (339,320) 89,758
Net unrealized gain (loss) ..................................... (2,124,790) 923,527 (1,457,254) 337,987
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... (1,386,698) 1,209,777 (417,065) 1,045,254
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 6,354,730 17,451,387 10,757,271 22,349,806
Withdrawals .................................................... (2,949,914) (1,109,622) (2,905,759) (1,638,958)
Contract benefits .............................................. (1,999,382) (529,109) (1,812,732) (270,581)
Contract charges ............................................... (7,647) (2,702) (8,144) (1,883)
Transfers between sub-accounts (including fixed account), net .. (1,928,339) 2,164,116 (4,549,061) (1,003,639)
Other transfers from (to) the General Account .................. 14,497,556 5,217,887 17,320,728 3,837,960
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 13,967,004 23,191,957 18,802,303 23,272,705
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 12,580,306 24,401,734 18,385,238 24,317,959
NET ASSETS:
Beginning of year .............................................. 33,306,378 8,904,644 32,656,623 8,338,664
------------- ------------- ------------- -------------
End of year .................................................... $ 45,886,684 $ 33,306,378 $ 51,041,861 $ 32,656,623
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
<CAPTION>
MONEY MARKET GLOBAL INCOME
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ 1,468,440 $ 803,646 $ 78,928 $ 6,432
Net realized gain (loss) ....................................... - - 41,374 36,711
Net unrealized gain (loss) ..................................... - - (365,219) 178,063
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 1,468,440 803,646 (244,917) 221,206
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 38,377,003 31,596,153 583,184 1,466,759
Withdrawals .................................................... (7,028,896) (3,292,780) (140,060) (66,544)
Contract benefits .............................................. (6,345,471) (782,679) (85,661) (60,759)
Contract charges ............................................... (7,712) (1,815) (715) (350)
Transfers between sub-accounts (including fixed account), net .. 7,809,040 (12,411,316) (499,518) (11,453)
Other transfers from (to) the General Account .................. 645,198 (1,336,066) 914,699 187,742
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 33,449,162 13,771,497 771,929 1,515,395
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 34,917,602 14,575,143 527,012 1,736,601
NET ASSETS:
Beginning of year .............................................. 30,989,721 16,414,578 3,078,846 1,342,245
------------- ------------- ------------- -------------
End of year .................................................... $ 65,907,323 $ 30,989,721 $ 3,605,858 $ 3,078,846
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
<CAPTION>
BLUE CHIP
YEAR ENDED
DECEMBER 31,
------------------------------
1999 1998
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (841,402) $ (271,729)
Net realized gain (loss) ....................................... 458,263 (4,634)
Net unrealized gain (loss) ..................................... 21,431,797 4,727,366
------------- -------------
Net increase (decrease) in net assets from operations .......... 21,048,658 4,451,003
------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 22,446,439 37,192,832
Withdrawals .................................................... (4,799,580) (1,560,813)
Contract benefits .............................................. (1,627,038) (617,207)
Contract charges ............................................... (22,190) (4,649)
Transfers between sub-accounts (including fixed account), net .. 11,526,891 1,491,067
Other transfers from (to) the General Account .................. 20,675,165 5,679,785
Net increase (decrease) in investment by Sponsor ............... - -
------------- -------------
Net increase (decrease) in net assets from contract transactions 48,199,687 42,181,015
------------- -------------
Net increase (decrease) in net assets .......................... 69,248,345 46,632,018
NET ASSETS:
Beginning of year .............................................. 61,197,712 14,565,694
------------- -------------
End of year .................................................... $ 130,446,057 $ 61,197,712
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
SA-11
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
DREMAN FINANCIAL SERVICES DREMAN HIGH RETURN EQUITY
YEAR ENDED PERIOD YEAR ENDED PERIOD
DECEMBER 31, FROM 10/27/98* DECEMBER 31, FROM 10/12/98*
1999 TO 12/31/98 1999 TO 12/31/98
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (167,192) $ (60,476) $ (332,513) $ (192,989)
Net realized gain (loss) ....................................... 145,342 (86,875) 194,791 9,307
Net unrealized gain (loss) ..................................... (1,654,266) 367,539 (9,867,262) 2,651,775
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... (1,676,116) 220,188 (10,004,984) 2,468,093
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 5,472,422 7,215,268 20,789,716 27,871,658
Withdrawals .................................................... (839,732) (93,345) (3,562,732) (477,636)
Contract benefits .............................................. (241,293) (8,312) (1,797,359) (41,586)
Contract charges ............................................... (6,206) (206) (14,805) (571)
Transfers between sub-accounts (including fixed account), net .. (1,221,310) 2,845,468 (8,419,110) 8,922,472
Other transfers from (to) the General Account .................. 5,002,511 1,920,009 26,640,798 7,890,452
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 8,166,392 11,878,882 33,636,508 44,164,789
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 6,490,276 12,099,070 23,631,524 46,632,882
NET ASSETS:
Beginning of year .............................................. 12,099,070 - 46,632,882 -
------------- ------------- ------------- -------------
End of year .................................................... $ 18,589,346 $ 12,099,070 $ 70,264,406 $ 46,632,882
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
<CAPTION>
INTERNATIONAL GROWTH AND INCOME GLOBAL BLUE CHIP
YEAR ENDED PERIOD YEAR ENDED PERIOD
DECEMBER 31, FROM 12/9/98* DECEMBER 31, FROM 11/17/98*
1999 TO 12/31/98 1999 TO 12/31/98
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (27,940) $ (7,618) $ (73,841) $ (8,934)
Net realized gain (loss) ....................................... 3,862 (2,943) 85,039 (144)
Net unrealized gain (loss) ..................................... 480,452 (10,261) 1,757,473 85,043
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 456,374 (20,822) 1,768,671 75,965
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 1,077,372 1,154,289 3,064,306 1,572,737
Withdrawals .................................................... (186,840) (15,699) (288,525) (21,153)
Contract benefits .............................................. (13,152) - (38,133) (1,031)
Contract charges ............................................... (581) (39) (940) (14)
Transfers between sub-accounts (including fixed account), net .. (437,340) 407,263 882,919 246,914
Other transfers from (to) the General Account .................. 1,393,271 478,961 2,828,626 481,891
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 1,832,730 2,024,775 6,448,253 2,279,344
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 2,289,104 2,003,953 8,216,924 2,355,309
NET ASSETS:
Beginning of year .............................................. 2,003,953 - 2,355,309 -
------------- ------------- ------------- -------------
End of year .................................................... $ 4,293,057 $ 2,003,953 $ 10,572,233 $ 2,355,309
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
<CAPTION>
AGGRESSIVE
GROWTH
PERIOD
FROM 5/3/99*
TO 12/31/99
-------------
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (13,542)
Net realized gain (loss) ....................................... 27,858
Net unrealized gain (loss) ..................................... 904,574
-------------
Net increase (decrease) in net assets from operations .......... 918,890
-------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 1,834,425
Withdrawals .................................................... (90,007)
Contract benefits .............................................. -
Contract charges ............................................... (289)
Transfers between sub-accounts (including fixed account), net .. 4,432,084
Other transfers from (to) the General Account .................. 433,992
Net increase (decrease) in investment by Sponsor ............... (183)
-------------
Net increase (decrease) in net assets from contract transactions 6,610,022
-------------
Net increase (decrease) in net assets .......................... 7,528,912
NET ASSETS:
Beginning of year .............................................. -
-------------
End of year .................................................... $ 7,528,912
-------------
-------------
</TABLE>
* Date of initial investment
The accompanying notes are an integral part of these financial statements.
SA-12
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
KVS FOCUSED KVS
TECHNOLOGY LARGE CAP GROWTH
GROWTH INDEX 500 GROWTH OPORTUNITIES
PERIOD PERIOD PERIOD PERIOD
FROM 5/3/99* FROM 9/1/99* FROM 10/29/99* FROM 10/29/99*
TO 12/31/99 TO 12/31/99 TO 12/31/99 TO 12/31/99
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (122,782) $ (33,108) $ (485) $ (9,909)
Net realized gain (loss) ....................................... 197,634 1,138 508 -
Net unrealized gain (loss) ..................................... 12,954,735 1,161,205 57,502 667,371
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 13,029,587 1,129,235 57,525 657,462
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 14,177,815 5,905,215 437,572 4,058,572
Withdrawals .................................................... (537,796) (157,605) (250) (32,556)
Contract benefits .............................................. - - - -
Contract charges ............................................... (2,938) (807) (32) (457)
Transfers between sub-accounts (including fixed account), net .. 25,488,556 11,176,761 209,264 6,883,427
Other transfers from (to) the General Account .................. 2,532,116 1,138,977 113,047 1,241,078
Net increase (decrease) in investment by Sponsor ............... (198) (94) 2,000 (182)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 41,657,555 18,062,447 761,601 12,149,882
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 54,687,142 19,191,682 819,126 12,807,344
NET ASSETS:
Beginning of year .............................................. - - - -
------------- ------------- ------------- -------------
End of year .................................................... $ 54,687,142 $ 19,191,682 $ 819,126 $ 12,807,344
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
<CAPTION>
KVS
GROWTH SCUDDER
AND INCOME VLIF INTERNATIONAL
PERIOD YEAR ENDED PERIOD
FROM 10/29/99* DECEMBER 31, FROM 8/28//98*
TO 12/31/99 1999 TO 12/31/98
------------- ------------- -------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (10,442) $ (156,842) $ (21,045)
Net realized gain (loss) ....................................... - 880,052 (72,137)
Net unrealized gain (loss) ..................................... 603,878 6,557,144 65,557
------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 593,436 7,280,354 (27,625)
------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 3,819,832 5,688,836 2,357,151
Withdrawals .................................................... (31,313) (859,288) (244,548)
Contract benefits .............................................. - (148,549) -
Contract charges ............................................... (422) (2,232) (136)
Transfers between sub-accounts (including fixed account), net .. 6,304,513 8,958,448 1,581,433
Other transfers from (to) the General Account .................. 1,334,019 3,826,443 859,474
Net increase (decrease) in investment by Sponsor ............... (167) - -
------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 11,426,462 17,463,658 4,553,374
------------- ------------- -------------
Net increase (decrease) in net assets .......................... 12,019,898 24,744,012 4,525,749
NET ASSETS:
Beginning of year .............................................. - 4,525,749 -
------------- ------------- -------------
End of year .................................................... $ 12,019,898 $ 29,269,761 $ 4,525,749
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
* Date of initial investment
The accompanying notes are an integral part of these financial statements.
SA-13
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
SCUDDER SCUDDER
VLIF GLOBAL DISCOVERY VLIF CAPITAL GROWTH
YEAR ENDED PERIOD YEAR ENDED PERIOD
DECEMBER 31, FROM 5/6/98* DECEMBER 31, FROM 10/28/98*
1999 TO 12/31/98 1999 TO 12/31/98
------------- ------------- ------------- -------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (88,667) $ (9,704) $ (277,599) $ (8,530)
Net realized gain (loss) ....................................... 199,351 (329) 1,878,826 426
Net unrealized gain (loss) ..................................... 4,603,967 200,714 6,894,112 480,191
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 4,714,651 190,681 8,495,339 472,087
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 3,094,411 1,276,882 8,978,849 1,885,314
Withdrawals .................................................... (322,816) (14,325) (1,404,964) (24,556)
Contract benefits .............................................. (60,343) - (585,492) -
Contract charges ............................................... (1,715) (62) (4,086) (59)
Transfers between sub-accounts (including fixed account), net .. 4,368,250 532,771 11,217,262 1,265,981
Other transfers from (to) the General Account .................. 2,728,934 659,854 11,774,573 1,053,874
Net increase (decrease) in investment by Sponsor ............... - - - -
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 9,806,721 2,455,120 29,976,142 4,180,554
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 14,521,372 2,645,801 38,471,481 4,652,641
NET ASSETS:
Beginning of year .............................................. 2,645,801 - 4,652,641 -
------------- ------------- ------------- -------------
End of year .................................................... $ 17,167,173 $ 2,645,801 $ 43,124,122 $ 4,652,641
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
<CAPTION>
ALGER
AMERICAN
SCUDDER LEVERAGED
VLIF GROWTH AND INCOME ALLCAP
YEAR ENDED PERIOD PERIOD
DECEMBER 31, FROM 8/28/98* FROM 11/15/99*
1999 TO 12/31/98 TO 12/31/99
------------- ------------- -------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (150,076) $ 21,076 $ (1,571)
Net realized gain (loss) ....................................... 1,270,075 (152) 521
Net unrealized gain (loss) ..................................... (655,883) 272,443 169,168
------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 464,116 293,367 168,118
------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 9,088,328 7,243,015 842,417
Withdrawals .................................................... (1,040,186) (123,326) (3,628)
Contract benefits .............................................. (393,949) (4,763) -
Contract charges ............................................... (4,235) (240) (66)
Transfers between sub-accounts (including fixed account), net .. 366,443 665,676 731,660
Other transfers from (to) the General Account .................. 14,573,591 2,645,054 51,287
Net increase (decrease) in investment by Sponsor ............... - - (208)
------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 22,589,992 10,425,416 1,621,462
------------- ------------- -------------
Net increase (decrease) in net assets .......................... 23,054,108 10,718,783 1,789,580
NET ASSETS:
Beginning of year .............................................. 10,718,783 - -
------------- ------------- -------------
End of year .................................................... $ 33,772,891 $ 10,718,783 $ 1,789,580
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
* Date of initial investment
The accompanying notes are an integral part of these financial statements.
SA-14
<PAGE>
SEPARATE ACCOUNT KG
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
DREYFUS
ALGER DREYFUS SOCIALLY JANUS
AMERICAN MIDCAP RESPONSIBLE ASPEN
BALANCED STOCK GROWTH GROWTH
PERIOD PERIOD PERIOD PERIOD
FROM 11/15/99* FROM 6/23/99* FROM 6/23/99* FROM 6/23/99*
TO 12/31/99 TO 12/31/99 TO 12/31/99 TO 12/31/99
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (1,426) $ 709 $ (761) $ (1,002)
Net realized gain (loss) ....................................... 12 5 33,717 168
Net unrealized gain (loss) ..................................... 55,960 25,831 18,499 92,663
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from operations .......... 54,546 26,545 51,455 91,829
------------- ------------- ------------- -------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 232,043 219,605 396,252 279,886
Withdrawals .................................................... (713) (532) (1,715) (83)
Contract benefits .............................................. - - - -
Contract charges ............................................... (15) (16) (167) (130)
Transfers between sub-accounts (including fixed account), net .. 1,540,919 281,027 110,545 78,313
Other transfers from (to) the General Account .................. 4,113 30,989 476,633 249,307
Net increase (decrease) in investment by Sponsor ............... (32) (6) (232) (365)
------------- ------------- ------------- -------------
Net increase (decrease) in net assets from contract transactions 1,776,315 531,067 981,316 606,928
------------- ------------- ------------- -------------
Net increase (decrease) in net assets .......................... 1,830,861 557,612 1,032,771 698,757
NET ASSETS:
Beginning of year .............................................. - - - -
------------- ------------- ------------- -------------
End of year .................................................... $ 1,830,861 $ 557,612 $ 1,032,771 $ 698,757
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
<CAPTION>
JANUS
ASPEN
GROWTH
AND INCOME
PERIOD
FROM 6/23/99*
TO 12/31/99
-------------
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................................... $ (406)
Net realized gain (loss) ....................................... 326
Net unrealized gain (loss) ..................................... 116,364
-------------
Net increase (decrease) in net assets from operations .......... 116,284
-------------
FROM CONTRACT TRANSACTIONS:
Net purchase payments .......................................... 280,484
Withdrawals .................................................... (55)
Contract benefits .............................................. -
Contract charges ............................................... (128)
Transfers between sub-accounts (including fixed account), net .. 14,827
Other transfers from (to) the General Account .................. 223,989
Net increase (decrease) in investment by Sponsor ............... (718)
-------------
Net increase (decrease) in net assets from contract transactions 518,399
-------------
Net increase (decrease) in net assets .......................... 634,683
NET ASSETS:
Beginning of year .............................................. -
-------------
End of year .................................................... $ 634,683
-------------
-------------
</TABLE>
* Date of initial investment
The accompanying notes are an integral part of these financial statements.
SA-15
<PAGE>
SEPARATE ACCOUNT KG
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION
Separate Account KG is a separate investment account of Allmerica Financial
Life Insurance and Annuity Company (the Company), established on November 13,
1996 for the purpose of separating from the general assets of the Company those
assets used to fund certain variable annuity contracts issued by the Company.
The Company is a wholly-owned subsidiary of First Allmerica Financial Life
Insurance Company (First Allmerica). First Allmerica is a wholly-owned
subsidiary of Allmerica Financial Corporation (AFC). Under applicable insurance
law, the assets and liabilities of Separate Account KG are clearly identified
and distinguished from the other assets and liabilities of the Company. Separate
Account KG cannot be charged with liabilities arising out of any other business
of the Company.
Separate Account KG is registered as a unit investment trust under the
Investment Company Act of 1940, as amended (the 1940 Act). Separate Account KG
currently offers thirty-six Sub-Accounts under the variable annuity contracts.
Each Sub-Account invests exclusively in a corresponding investment portfolio of
Kemper Variable Series (KVS) or Scudder Variable Life Investment Fund (Scudder
VLIF) managed by Scudder Kemper Investments, Inc. (Scudder Kemper); or of The
Alger American Fund (Alger) managed by Fred Alger Management, Inc.; or of
Dreyfus Investment Portfolios or Dreyfus Socially Responsible Growth Fund, Inc.
(Dreyfus) managed by The Dreyfus Corporation; or of Janus Aspen Series (Janus)
managed by Janus Capital. KVS, Scudder VLIF, Alger, Dreyfus and Janus (the
Funds) are open-end, management investment companies registered under the 1940
Act.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS - Security transactions are recorded on the trade date.
Investments held by the Sub-Accounts are stated at the net asset value per share
of the respective investment portfolio of the Funds. Realized gains and losses
on securities sold are determined using the average cost method. Dividends and
capital gain distributions are recorded on the ex-dividend date and are
reinvested in additional shares of the respective investment portfolio of the
Funds at net asset value.
FEDERAL INCOME TAXES - The Company is taxed as a "life insurance company"
under Subchapter L of the Internal Revenue Code (the Code) and files a
consolidated federal income tax return with First Allmerica. The Company
anticipates no tax liability resulting from the operations of Separate Account
KG. Therefore, no provision for income taxes has been charged against Separate
Account KG.
SA-16
<PAGE>
SEPARATE ACCOUNT KG
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 3 - INVESTMENTS
The number of shares owned, aggregate cost, and net asset value per share
of each Sub-Account's investment in the Funds at December 31, 1999 were as
follows:
<TABLE>
<CAPTION>
PORTFOLIO INFORMATION
-----------------------------------------
NET ASSET
NUMBER OF AGGREGATE VALUE
INVESTMENT PORTFOLIO SHARES COST PER SHARE
- -------------------- ----------- ------------ ------------
<S> <C> <C> <C>
Small Cap Value ................... 39,747,004 $ 46,422,768 $ 1.085
Small Cap Growth .................. 28,608,870 53,548,504 2.654
Contrarian Value .................. 84,729,781 130,558,846 1.470
International ..................... 33,038,806 55,198,347 2.145
Growth ............................ 34,318,286 103,960,237 4.054
Value+Growth ...................... 58,059,487 86,068,072 1.895
Horizon 20+ ....................... 14,836,997 21,126,254 1.614
Total Return ...................... 73,259,079 197,641,454 2.882
Horizon 10+ ....................... 30,099,995 39,825,752 1.479
Horizon 5 ......................... 23,611,738 29,387,779 1.334
High Yield ........................ 129,089,211 160,446,110 1.146
Investment Grade Bond ............. 41,668,471 46,728,303 1.101
Government Securities ............. 44,132,099 51,932,279 1.157
Money Market ...................... 65,746,917 65,746,917 1.000
Global Income ..................... 3,656,501 3,777,024 0.986
Blue Chip ......................... 83,139,091 103,925,453 1.569
Dreman Financial Services ......... 20,113,116 19,876,073 0.924
Dreman High Return Equity ......... 78,380,740 77,479,901 0.896
International Growth and Income ... 4,150,087 3,822,866 1.034
Global Blue Chip .................. 8,544,078 8,729,585 1.237
Aggressive Growth ................. 5,381,985 6,624,338 1.399
Technology Growth ................. 30,778,986 41,739,216 1.777
Index 500 ......................... 17,518,011 18,030,477 1.096
KVS Focused Large Cap Growth ...... 637,973 761,624 1.284
KVS Growth Opportunities .......... 11,006,148 12,146,647 1.164
KVS Growth And Income ............. 10,463,956 11,422,661 1.149
Scudder VLIF International ........ 1,439,025 22,647,060 20.340
Scudder VLIF Global Discovery ..... 1,302,518 12,362,503 13.180
Scudder VLIF Capital Growth ....... 1,480,403 35,749,828 29.130
Scudder VLIF Growth and Income .... 3,081,469 34,156,340 10.960
Alger American Leveraged AllCap ... 30,985 1,627,041 57.970
Alger American Balanced ........... 117,589 1,774,901 15.570
Dreyfus MidCap Stock .............. 41,489 531,781 13.440
Dreyfus Socially Responsible Growth 26,434 1,014,272 39.070
Janus Aspen Growth ................ 20,765 606,094 33.650
Janus Aspen Growth and Income ..... 30,558 518,319 20.770
</TABLE>
SA-17
<PAGE>
SEPARATE ACCOUNT KG
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company makes a charge of 1.25% per annum based on the average daily
net assets of each Sub-Account at each valuation date for mortality and expense
risks. The Company also charges each Sub-Account 0.15% per annum based on the
average daily net assets of each Sub-Account for administrative expenses. These
charges are deducted from the daily value of each Sub-Account and are paid to
the Company on a daily basis.
A contract fee is currently deducted on the contract anniversary and upon
full surrender of the contract when the accumulated value is less than $50,000
on contracts issued on Form A3025-96 (Kemper Gateway Elite) and when the
accumulated value is less than $75,000 for contracts issued on Form A3027-98
(Kemper Gateway Advisor) and on Form A3028-99 (Kemper Gateway Plus). The fee is
currently waived for contracts issued to and maintained by the trustee of a
401(k) plan.
Allmerica Investments, Inc. (Allmerica Investments), a wholly-owned
subsidiary of the Company, is principal underwriter and general distributor of
Separate Account KG, and does not receive any compensation for sales of the
contracts. Commissions are paid by the Company to registered representatives of
Allmerica Investments and to certain independent broker-dealers. The current
series of contracts have a contingent deferred sales charge and no deduction is
made for sales charges at the time of the sale.
NOTE 5 - CONTRACTOWNERS AND SPONSOR TRANSACTIONS
Transactions from contractowners and sponsor were as follows:
<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
1999 1998
-------------------------------- --------------------------------
UNITS AMOUNT UNITS AMOUNT
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Small Cap Value
Issuance of Units ................. 12,910,707 $ 13,369,353 30,508,718 $ 36,271,264
Redemption of Units ............... (22,704,612) (23,443,623) (10,697,842) (12,407,181)
------------- ------------- ------------- -------------
Net increase (decrease) ......... (9,793,905) $ (10,074,270) 19,810,876 $ 23,864,083
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Small Cap Growth
Issuance of Units ................. 20,756,899 $ 30,952,499 25,270,847 $ 34,309,129
Redemption of Units ............... (18,292,857) (26,869,372) (6,616,756) (8,893,954)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 2,464,042 $ 4,083,127 18,654,091 $ 25,415,175
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Contrarian Value
Issuance of Units ................. 30,378,201 $ 47,864,604 53,828,717 $ 78,198,319
Redemption of Units ............... (30,628,234) (46,764,539) (17,414,571) (25,383,160)
------------- ------------- ------------- -------------
Net increase (decrease) ......... (250,033) $ 1,100,065 36,414,146 $ 52,815,159
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
International
Issuance of Units ................. 13,058,616 $ 17,453,501 25,663,270 $ 30,713,284
Redemption of Units ............... (18,564,317) (24,338,821) (9,622,473) (11,188,955)
------------- ------------- ------------- -------------
Net increase (decrease) ......... (5,505,701) $ (6,885,320) 16,040,797 $ 19,524,329
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Growth
Issuance of Units ................. 45,869,926 $ 66,626,623 40,910,361 $ 52,587,397
Redemption of Units ............... (26,374,455) (37,577,235) (8,488,197) (10,716,880)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 19,495,471 $ 29,049,388 32,422,164 $ 41,870,517
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
SA-18
<PAGE>
SEPARATE ACCOUNT KG
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 - CONTRACTOWNERS AND SPONSOR TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
1999 1998
-------------------------------- --------------------------------
UNITS AMOUNT UNITS AMOUNT
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Value+Growth
Issuance of Units ................. 20,144,678 $ 29,085,745 45,219,480 $ 59,935,502
Redemption of Units ............... (18,486,850) (26,784,072) (11,234,167) (14,838,487)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 1,657,828 $ 2,301,673 33,985,313 $ 45,097,015
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Horizon 20+
Issuance of Units ................. 6,219,385 $ 8,070,144 13,603,712 $ 17,394,100
Redemption of Units ............... (8,889,380) (11,615,611) (1,834,502) (2,350,791)
------------- ------------- ------------- -------------
Net increase (decrease) ......... (2,669,995) $ (3,545,467) 11,769,210 $ 15,043,309
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Total Return
Issuance of Units ................. 80,728,436 $ 110,591,880 66,620,582 $ 82,298,961
Redemption of Units ............... (24,835,621) (33,420,268) (12,639,486) (15,493,462)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 55,892,815 $ 77,171,612 53,981,096 $ 66,805,499
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Horizon 10+
Issuance of Units ................. 11,921,286 $ 14,784,016 20,573,123 $ 25,005,402
Redemption of Units ............... (7,589,225) (9,327,323) (2,221,057) (2,785,873)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 4,332,061 $ 5,456,693 18,352,066 $ 22,219,529
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Horizon 5
Issuance of Units ................. 11,049,351 $ 13,215,896 13,744,682 $ 15,912,248
Redemption of Units ............... (5,117,533) (6,078,513) (2,296,765) (2,655,601)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 5,931,818 $ 7,137,383 11,447,917 $ 13,256,647
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
High Yield
Issuance of Units ................. 60,162,447 $ 67,281,801 108,622,190 $ 123,713,400
Redemption of Units ............... (62,024,778) (69,471,207) (40,936,497) (46,503,445)
------------- ------------- ------------- -------------
Net increase (decrease) ......... (1,862,331) $ (2,189,406) 67,685,693 $ 77,209,955
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Investment Grade Bond
Issuance of Units ................. 24,744,025 $ 27,508,264 25,923,174 $ 28,946,187
Redemption of Units ............... (12,366,826) (13,541,260) (5,168,841) (5,754,230)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 12,377,199 $ 13,967,004 20,754,333 $ 23,191,957
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Government Securities
Issuance of Units ................. 46,734,874 $ 51,914,253 36,939,375 $ 40,481,355
Redemption of Units ............... (30,078,849) (33,111,950) (15,757,395) (17,208,650)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 16,656,025 $ 18,802,303 21,181,980 $ 23,272,705
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Money Market
Issuance of Units ................. 153,245,863 $ 164,602,326 72,056,560 $ 76,090,252
Redemption of Units ............... (122,901,788) (131,153,164) (59,123,922) (62,318,755)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 30,344,075 $ 33,449,162 12,932,638 $ 13,771,497
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
SA-19
<PAGE>
SEPARATE ACCOUNT KG
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 - CONTRACTOWNERS AND SPONSOR TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
1999 1998
-------------------------------- --------------------------------
UNITS AMOUNT UNITS AMOUNT
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Global Income
Issuance of Units ................. 1,732,563 $ 1,807,391 2,184,199 $ 2,290,081
Redemption of Units ............... (1,010,428) (1,035,462) (740,944) (774,686)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 722,135 $ 771,929 1,443,255 $ 1,515,395
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Blue Chip
Issuance of Units ................. 53,183,072 $ 70,340,717 41,977,198 $ 48,966,392
Redemption of Units ............... (17,367,580) (22,141,030) (5,836,077) (6,785,377)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 35,815,492 $ 48,199,687 36,141,121 $ 42,181,015
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Dreman Financial Services
Issuance of Units ................. 19,922,105 $ 19,457,623 14,384,298 $ 13,534,406
Redemption of Units ............... (11,915,433) (11,291,231) (1,897,243) (1,655,524)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 8,006,672 $ 8,166,392 12,487,055 $ 11,878,882
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Dreman High Return Equity
Issuance of Units ................. 65,516,979 $ 64,123,792 50,434,830 $ 48,454,494
Redemption of Units ............... (32,568,645) (30,487,284) (4,676,526) (4,289,705)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 32,948,334 $ 33,636,508 45,758,304 $ 44,164,789
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
International Growth and Income
Issuance of Units ................. 3,666,634 $ 3,235,511 2,372,606 $ 2,157,411
Redemption of Units ............... (1,660,547) (1,402,781) (154,237) (132,636)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 2,006,087 $ 1,832,730 2,218,369 $ 2,024,775
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Global Blue Chip
Issuance of Units ................. 8,426,324 $ 8,530,394 2,508,836 $ 2,383,694
Redemption of Units ............... (2,249,234) (2,082,141) (126,536) (104,350)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 6,177,090 $ 6,448,253 2,382,300 $ 2,279,344
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Aggressive Growth
Issuance of Units ................. 6,180,336 $ 7,522,402 - $ -
Redemption of Units ............... (747,927) (912,380) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 5,432,409 $ 6,610,022 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Technology Growth
Issuance of Units ................. 37,851,363 $ 51,499,173 - $ -
Redemption of Units ............... (6,788,301) (9,841,618) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 31,063,062 $ 41,657,555 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Index 500
Issuance of Units ................. 19,678,930 $ 20,118,831 - $ -
Redemption of Units ............... (2,078,842) (2,056,384) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 17,600,088 $ 18,062,447 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
SA-20
<PAGE>
SEPARATE ACCOUNT KG
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 - CONTRACTOWNERS AND SPONSOR TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
1999 1998
-------------------------------- --------------------------------
UNITS AMOUNT UNITS AMOUNT
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
KVS Focused Large Cap Growth
Issuance of Units ................. 670,377 $ 800,036 - $ -
Redemption of Units ............... (30,908) (38,435) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 639,469 $ 761,601 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
KVS Growth Opportunities
Issuance of Units ................. 11,111,817 $ 12,221,904 - $ -
Redemption of Units ............... (85,499) (72,022) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 11,026,318 $ 12,149,882 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
KVS Growth and Income
Issuance of Units ................. 10,597,972 $ 11,549,352 - $ -
Redemption of Units ............... (115,186) (122,890) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 10,482,786 $ 11,426,462 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Scudder VLIF International
Issuance of Units ................. 18,229,150 $ 20,870,126 6,075,894 $ 5,956,552
Redemption of Units ............... (3,327,285) (3,406,468) (1,483,663) (1,403,178)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 14,901,865 $ 17,463,658 4,592,231 $ 4,553,374
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Scudder VLIF Global Discovery
Issuance of Units ................. 10,804,691 $ 12,547,064 2,893,238 $ 2,546,075
Redemption of Units ............... (2,587,571) (2,740,343) (123,549) (90,955)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 8,217,120 $ 9,806,721 2,769,689 $ 2,455,120
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Scudder VLIF Capital Growth
Issuance of Units ................. 35,503,823 $ 40,456,162 4,473,686 $ 4,253,512
Redemption of Units ............... (9,346,177) (10,480,020) (78,182) (72,958)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 26,157,646 $ 29,976,142 4,395,504 $ 4,180,554
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Scudder VLIF Growth and Income
Issuance of Units ................. 31,156,251 $ 30,351,432 13,104,373 $ 11,926,667
Redemption of Units ............... (8,166,968) (7,761,440) (1,680,473) (1,501,251)
------------- ------------- ------------- -------------
Net increase (decrease) ......... 22,989,283 $ 22,589,992 11,423,900 $ 10,425,416
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Alger American Leveraged AllCap
Issuance of Units ................. 1,517,370 $ 1,644,938 - $ -
Redemption of Units ............... (22,116) (23,476) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 1,495,254 $ 1,621,462 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Alger American Balanced
Issuance of Units ................. 1,769,489 $ 1,814,999 - $ -
Redemption of Units ............... (39,039) (38,684) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 1,730,450 $ 1,776,315 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
SA-21
<PAGE>
SEPARATE ACCOUNT KG
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 - CONTRACTOWNERS AND SPONSOR TRANSACTIONS (CONTINUED)
<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
1999 1998
-------------------------------- --------------------------------
UNITS AMOUNT UNITS AMOUNT
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Dreyfus MidCap Stock
Issuance of Units ................. 516,646 $ 531,656 - $ -
Redemption of Units ............... (512) (589) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 516,134 $ 531,067 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Dreyfus Socially Responsible Growth
Issuance of Units ................. 879,527 $ 983,667 - $ -
Redemption of Units ............... (1,791) (2,351) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 877,736 $ 981,316 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Janus Aspen Growth
Issuance of Units ................. 553,239 $ 608,175 - $ -
Redemption of Units ............... (777) (1,247) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 552,462 $ 606,928 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Janus Aspen Growth and Income
Issuance of Units ................. 431,268 $ 521,325 - $ -
Redemption of Units ............... (1,859) (2,926) - -
------------- ------------- ------------- -------------
Net increase (decrease) ......... 429,409 $ 518,399 - $ -
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
NOTE 6 - DIVERSIFICATION REQUIREMENTS
Under the provisions of Section 817(h) of the Code, a variable annuity
contract, other than a contract issued in connection with certain types of
employee benefit plans, will not be treated as an annuity contract for federal
income tax purposes for any period for which the investments of the segregated
asset account on which the contract is based are not adequately diversified. The
Code provides that the "adequately diversified" requirement may be met if the
underlying investments satisfy either a statutory safe harbor test or
diversification requirements set forth in regulations issued by the Secretary of
The Treasury.
The Internal Revenue Service has issued regulations under Section 817(h) of
the Code. The Company believes that Separate Account KG satisfies the current
requirements of the regulations, and it intends that Separate Account KG will
continue to meet such requirements.
SA-22
<PAGE>
SEPARATE ACCOUNT KG
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 7 - PURCHASES AND SALES OF SECURITIES
Cost of purchases and proceeds from sales of shares of the Funds by
Separate Account KG during the year ended December 31, 1999 were as follows:
<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO PURCHASES SALES
- -------------------- ------------ ------------
<S> <C> <C>
Small Cap Value ................... $ 4,113,847 $ 14,403,811
Small Cap Growth .................. 17,472,266 14,171,077
Contrarian Value .................. 28,823,129 19,356,976
International ..................... 16,424,170 16,744,667
Growth ............................ 39,823,601 12,187,047
Value+Growth ...................... 14,329,282 10,835,852
Horizon 20+ ....................... 5,693,233 9,103,260
Total Return ...................... 91,647,850 4,459,204
Horizon 10+ ....................... 11,360,500 5,624,708
Horizon 5 ......................... 10,500,178 3,130,487
High Yield ........................ 49,277,222 38,773,507
Investment Grade Bond ............. 19,889,252 5,098,339
Government Securities ............. 39,215,536 19,033,724
Money Market ...................... 112,790,512 77,973,412
Global Income ..................... 1,595,339 681,356
Blue Chip ......................... 51,484,815 4,126,521
Dreman Financial Services ......... 13,879,761 5,880,561
Dreman High Return Equity ......... 44,598,596 10,644,297
International Growth and Income ... 2,683,879 879,089
Global Blue Chip .................. 7,589,807 1,215,527
Aggressive Growth ................. 7,039,401 442,921
Technology Growth ................. 42,952,225 1,410,643
Index 500 ......................... 18,078,708 49,369
KVS Focused Large Cap Growth ...... 768,047 6,931
KVS Growth Opportunities .......... 12,146,648 1
KVS Growth And Income ............. 11,422,662 1
Scudder VLIF International ........ 19,601,516 1,421,497
Scudder VLIF Global Discovery ..... 11,186,074 1,413,402
Scudder VLIF Capital Growth ....... 35,721,596 4,223,802
Scudder VLIF Growth and Income .... 26,707,797 2,949,559
Alger American Leveraged AllCap ... 1,632,325 5,805
Alger American Balanced ........... 1,775,776 887
Dreyfus MidCap Stock .............. 532,151 375
Dreyfus Socially Responsible Growth 1,014,556 290
Janus Aspen Growth ................ 607,953 2,027
Janus Aspen Growth and Income ..... 520,791 2,798
------------ ------------
$774,901,001 $286,253,730
------------ ------------
------------ ------------
</TABLE>
SA-23
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Financial Statements Included in Part A
None
Financial Statements Included in Part B
Financial Statements for Allmerica Financial Life Insurance and Annuity
Company
Financial Statements for Separate Account KG of Allmerica Financial
Life Insurance and Annuity Company.
Financial Statements Included in Part C
None
(b) EXHIBITS
EXHIBIT 1 Vote of Board of Directors Authorizing Establishment
of Registrant dated June 13, 1996 was previously
filed on August 9, 1996 in Registrant's Initial
Registration Statement No. 333-09965/811-7767, and is
incorporated by reference herein.
EXHIBIT 2 Not Applicable. Pursuant to Rule 26a-2, the Insurance
Company may hold the assets of the Registrant NOT
pursuant to a trust indenture or other such
instrument.
EXHIBIT 3 (a) Wholesaling Agreement was previously filed
on August 9, 1996 in Registrant's Initial
Registration Statement No.
333-09965/811-7767, and is incorporated by
reference herein.
(b) Underwriting and Administrative Services
Agreement was previously filed on April 30,
1998 in Post-Effective Amendment No. 3 of
Registration Statement No.
333-09965/811-7767, and is incorporated by
reference herein.
(c) Revised commission schedule was previously
filed on December 8, 1998 in Pre-Effective
Amendment No. 1 of Registration Statement
No. 333-63091/811-7767, and is incorporated
by reference herein. Sales Agreements with
Commission Schedule were previously filed on
April 30, 1998 Post-Effective Amendment No.
3 of Registration Statement No.
333-09965/811-7767, and are incorporated by
reference herein.
(d) Sales Agreement with Chase was previously
filed on April 30, 1998 in Post-Effective
Amendment No. 3 of Registration Statement
No. 333-09965/811-7767, and is incorporated
by reference herein.
(e) General Agent's Agreement was previously
filed on April 30, 1998 in Post-Effective
Amendment No. 3 of Registration Statement
No. 333-09965/811-7767, and is incorporated
by reference herein.
(f) Career Agent Agreement was previously filed
on April 30, 1998 in Post-Effective
Amendment No. 3 of Registration Statement
No. 333-09965/811-7767, and is incorporated
by reference herein.
<PAGE>
(g) Registered Representative's Agreement was
previously filed on April 30, 1998 in
Post-Effective Amendment No. 3 of
Registration Statement No.
333-09965/811-7767, and is incorporated by
reference herein.
(h) Form of Indemnification Agreement with
Scudder Kemper was previously filed on April
30, 1998 in Post-Effective Amendment No. 3
of Registration Statement No.
333-09965/811-7767, and is incorporated by
reference herein.
EXHIBIT 4 Minimum Guaranteed Annuity Payout Rider was
previously filed on December 29, 1998 in
Post-Effective Amendment No. 1 of Registration
Statement No. 333-63091/811-7767, and is incorporated
by reference herein. Contract Form 3027-98 was
previously filed on December 8, 1998 in Registrant's
Pre-Effective Amendment No. 1 of Registration
Statement No. 333-63091/811-7767, and is incorporated
by reference herein.
EXHIBIT 5 Application Form SML1446K was previously filed on
December 8, 1998 in Pre-Effective Amendment No. 1 of
Registration Statement No. 333-63091/811-7767, and is
incorporated by reference herein.
EXHIBIT 6 The Depositor's Articles of Incorporation, as
amended, effective October 1, 1995 to reflect its new
name, and Bylaws were previously filed on August 9,
1996 in Registrant's Initial Registration Statement
No. 333-09965/811-7767, and are
incorporated by reference herein.
EXHIBIT 7 Not Applicable.
EXHIBIT 8 (a) BFDS Agreements for lockbox and mailroom
services were previously filed on April 30,
1998 in Post-Effective Amendment No. 3 of
Registration Statement No.
333-09965/811-7767, and are incorporated by
reference herein.
(b) Form of Scudder Services Agreement was
previously filed on April 30, 1998 in
Post-Effective Amendment No. 3 of
Registration Statement No.
333-09965/811-7767, and is incorporated by
reference herein.
(c) Director's Power of Attorney is filed
herewith.
(d) Service Fee Agreement with Dreyfus was
previously filed on June 23, 1999 in
Post-Effective Amendment No. 3 of
Registration Statement No.
333-63091/811-7767, and is incorporated by
reference herein.
(e) Service Fee Agreement with Janus was
previously filed on June 23, 1999 in
Post-Effective Amendment No. 3 of
Registration Statement No.
333-63091/811-7767, and is incorporated by
reference herein.
EXHIBIT 9 Opinion of Counsel is filed herewith.
EXHIBIT 10 Consent of Independent Accountants is filed herewith.
EXHIBIT 11 None.
EXHIBIT 12 None.
EXHIBIT 13 Schedule for Computation of Performance Quotations is
filed herewith.
EXHIBIT 14 Not Applicable.
<PAGE>
EXHIBIT 15 (a) Amendment to Kemper Participation Agreement
was previously filed in April 2000 in
Post-Effective Amendment No. 7 of
Registration Statement No.
333-09965/811-7767, and is incorporated by
reference herein. Participation Agreement
with Kemper was previously filed on November
6, 1996 in Pre-Effective Amendment No.1 of
Registration Statement No.
333-09965/811-7767, and is incorporated by
reference herein.
(b) Form of Participation Agreement with Scudder
Kemper was previously filed on April 30,
1998 in Post-Effective Amendment No. 3 of
Registration Statement No.
333-09965/811-7767, and is incorporated by
reference herein.
(c) Participation Agreement with Dreyfus was
previously filed on June 23, 1999 in
Post-Effective Amendment No. 3 of
Registration Statement No.
333-63091/811-7767, and is incorporated by
reference herein.
(d) Participation Agreement with Janus was
previously filed on June 23, 1999 in
Post-Effective Amendment No. 3 of
Registration Statement No.
333-63091/811-7767, and is incorporated by
reference herein.
(e) Participation Agreement with Alger was
previously filed in April 2000 in
Post-Effective Amendment No. 7 of
Registration Statement No.
333-09965/811-7767, and is incorporated by
reference herein.
(f) Participation Agreement with Warburg Pincus
was previously filed in April 2000 in
Post-Effective Amendment No. 7 of
Registration Statement No.
333-09965/811-7767, and is incorporated by
reference herein.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The principal business address of all the following Directors and Officers
is:
440 Lincoln Street
Worcester, Massachusetts 01653
DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------ ----------------------------------------------
<S> <C>
Bruce C. Anderson Director (since 1996), Vice President (since 1984) and Assistant
Director Secretary (since 1992) of First Allmerica
Warren E. Barnes Vice President (since 1996) and Corporate Controller (since 1998) of
Vice President and First Allmerica
Corporate Controller
Mark R. Colborn Director (since 2000) and Vice President (since 1992) of First Allmerica
Director and Vice President
Mary Eldridge Secretary (since 1999) of First Allmerica; Secretary (since 1999) of
Secretary Allmerica Investments, Inc.; and Secretary (since 1999) of Allmerica
Financial Investment Management Services, Inc.
J. Kendall Huber Director, Vice President and General Counsel of First Allmerica (since
Director, Vice President and 2000); Vice President (1999) of Promos Hotel Corporation; Vice President &
General Counsel Deputy General Counsel (1998-1999) of Legg Mason, Inc.;
<PAGE>
Vice President and Deputy General Counsel (1995-1998) of USF&G Corporation
John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice President
Director, Vice President and (since 1991) of First Allmerica; Vice President (since 1998) of Allmerica
Chief Investment Officer Financial Investment Management Services, Inc.; and President (since 1995)
and Director (since 1996) of Allmerica Asset Management, Inc.
J. Barry May Director (since 1996) of First Allmerica; Director and President (since
Director 1996) of The Hanover Insurance Company; and Vice President (1993 to 1996)
of The Hanover Insurance Company
James R. McAuliffe Director (since 1996) of First Allmerica; Director (since 1992), President
Director (since 1994) and Chief Executive Officer (since 1996) of Citizens Insurance
Company of America
Mark C. McGivney Vice President (since 1997) and Treasurer (since 2000) of First Allmerica;
Vice President and Treasurer Associate, Investment Banking (1996-1997) of Merrill Lynch & Co.;
Associate, Investment Banking (1995) of Salomon Brothers, Inc.; Treasurer
(since 2000) of Allmerica Investments, Inc., Allmerica Asset Management,
Inc. and Allmerica Financial Investment Management Services, Inc.
John F. O'Brien Director, President and Chief Executive Officer (since 1989) of First
Director and Chairman Allmerica
of the Board
Edward J. Parry, III Director and Chief Financial Officer (since 1996), Vice President (since
Director, Vice President 1993), and Treasurer (1993-2000) of First Allmerica
Chief Financial Officer
Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director, President and President (since 1995) of Allmerica Financial Life Insurance and Annuity
Chief Executive Officer Company; Director (since 1990) of Allmerica Investments, Inc.; and Director
and President (since 1998) of Allmerica Financial Investment Management
Services, Inc.
Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Allmerica; Director
Director (since 1998) of The Hanover Insurance Company; Chief Executive Officer
(1996 to 1998) of Travelers Property & Casualty; Senior Vice President
(1993 to 1996) of Aetna Life & Casualty Company
Eric A. Simonsen Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director and Vice President Director (since 1991) of Allmerica Investments, Inc.; and Director (since
1991) of Allmerica Financial Investment Management Services, Inc.
</TABLE>
<PAGE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT
<TABLE>
<S><C>
Allmerica Financial Corporation
Delaware
| | | | | | | |
________________________________________________________________________________________________________________________________
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Financial Allmerica, Allmerica First Allmerica AFC Capital Allmerica First Sterling
Asset Profiles, Inc. Inc. Funding Financial Life Trust I Services Limited
Management, Inc. Corp. Insurance Corporation
Company
Massachusetts California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| | |
| ___________________________________________________________ ________________
| | | | |
| 100% 99.2% 100% 100%
| Advantage Allmerica Allmerica First Sterling
| Insurance Trust Financial Life Reinsurance
| Network, Inc. Company, N.A. Insurance and Company
| Annuity Company Limited
|
| Delaware Federally Chartered Delaware Bermuda
| |
|_________________________________________________________________________________________________________________________
| | | | | | | | | |
| 100% 100% 100% 100% 100% 100% 100% 100% 100%
| Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica
| Investments, Investment Financial Financial Investments Investments Investments Investments Investments
| Inc. Management Investment Services Insurance Insurance Insurance Insurance Insurance
| Company, Inc. Management Insurance Agency Inc. Agency of Agency Inc. Agency Inc. Agency Inc.
| Services, Inc. Agency, Inc. of Alabama Florida Inc. of Georgia of Kentucky of Mississippi
|
|Massachusetts Massachusetts Massachusetts Massachusetts Alabama Florida Georgia Kentucky Mississippi
|
________________________________________________________________
| | | |
100% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica
Property Management Benefits, Inc. Asset
& Casualty Services, Inc. Management,
Companies, Inc. Limited
Delaware Delaware Florida Bermuda
|
________________________________________________
| | |
100% 100% 100%
The Hanover Allmerica Citizens
Insurance Financial Insurance
Company Insurance Company
Brokers, Inc. of Illinois
New Hampshire Massachusetts Illinois
|
________________________________________________________________________________________________________________________________
| | | | | | | |
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts Allmerica AMGRO
Financial Plus American Insurance Corporation Bay Insurance Financial Inc.
Benefit Insurance Insurance Management Company Alliance
Insurance Agency, Inc. Company Company, Inc. Insurance
Company Company
Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire New Hampshire Massachusetts
| |
________________________________________________ ________________
| | | |
100% 100% 100% 100%
Citizens Citizens Citizens Lloyds Credit
Insurance Insurance Insurance Corporation
Company Company Company
of Ohio of America of the
Midwest
Ohio Michigan Indiana Massachusetts
|
_________________
|
100%
Citizens
Management
Inc.
Michigan
- ----------------- ----------------- -----------------
Allmerica Greendale AAM
Equity Special Equity Fund
Index Pool Placements
Fund
Massachusetts Massachusetts Massachusetts
- -------- Grantor Trusts established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
--------------- ----------------
Allmerica Allmerica
Investment Trust Securities
Trust
Massachusetts Massachusetts
- -------- Affiliated Management Investment Companies
...............
Hanover Lloyd's
Insurance
Company
Texas
- -------- Affiliated Lloyd's plan company, controlled by Underwriters
for the benefit of The Hanover Insurance Company
----------------- -----------------
AAM Growth AAM High Yield
& Income Fund, L.L.C.
Fund L.P.
Delaware Massachusetts
________ L.P. or L.L.C. established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
</TABLE>
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
<TABLE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
<S> <C> <C>
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
<PAGE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
<S> <C> <C>
Worcester MA 01653
AAM Growth & Income Fund, L.P 440 Lincoln Street Limited Partnership
Worcester MA 01653
Advantage Insurance Network Inc. 440 Lincoln Street Insurance Agency
Worcester MA 01653
AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653
Allmerica Asset Management Limited 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653
Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653
Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
Allmerica Financial Alliance Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
Allmerica Financial Benefit Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Financial Insurance 440 Lincoln Street Insurance Broker
Brokers, Inc. Worcester MA 01653
Allmerica Financial Life Insurance 440 Lincoln Street Life insurance, accident and health
and Annuity Company (formerly known Worcester MA 01653 insurance, annuities, variable
as SMA Life Assurance Company annuities and variable life insurance
Allmerica Financial Services Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653
Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle for
Worcester MA 01653 commercial paper
Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA 01653 Financial Corporation entities
Allmerica Financial Investment 440 Lincoln Street Investment advisory services
Management Services, Inc. (formerly Worcester MA 01653
known as Allmerica Institutional Services,
Inc. and 440 Financial Group of
Worcester, Inc.)
Allmerica Investment Management 440 Lincoln Street Investment advisory services
Company, Inc. Worcester MA 01653
<PAGE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
<S> <C> <C>
Allmerica Investments, Inc. 440 Lincoln Street Securities, retail broker-dealer
Worcester MA 01653
Allmerica Investments Insurance Agency 200 Southbridge Parkway Insurance Agency
Inc. of Alabama Suite 400
Birmingham, AL 35209
Allmerica Investments Insurance Agency 14211 Commerce Way Insurance Agency
of Florida, Inc. Miami Lakes, FL 33016
<PAGE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
<S> <C> <C>
Allmerica Investment Insurance Agency Inc. of 1455 Lincoln Parkway Insurance Agency
Georgia Suite 300
Atlanta, GA 30346
Allmerica Investment Insurance Agency Inc. of Barkley Bldg-Suite 105 Insurance Agency
Kentucky 12700 Shelbyville Road
Louisiana, KY 40423
Allmerica Investments Insurance Agency Inc. of 631 Lakeland East Drive Insurance Agency
Mississippi Flowood, MS 39208
Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Plus Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653
Allmerica Property & Casualty 440 Lincoln Street Holding Company
Companies, Inc. Worcester MA 01653
Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester MA 01653
Allmerica Services Corporation 440 Lincoln Street Internal administrative services
Worcester MA 01653 provider to Allmerica Financial
Corporation entities
Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national trust
Worcester MA 01653 company
AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Citizens Insurance Company of America 645 West Grand River Multi-line property and casualty
Howell MI 48843 insurance
Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and casualty
Itasca IL 60143 insurance
Citizens Insurance Company of the 3950 Priority Way Multi-line property and casualty
Midwest South Drive, Suite 200 insurance
Indianapolis IN 46280
Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty
P.O. Box 342250 insurance
Columbus OH 43234
Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843
Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008
<PAGE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
<S> <C> <C>
First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity, accident
Company (formerly State Mutual Life Worcester MA 01653 and health insurance company
Assurance Company of America)
First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653
First Sterling Reinsurance Company 440 Lincoln Street Reinsurance Company
Limited Worcester MA 01653
Greendale Special Placements Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653
The Hanover American Insurance 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance
The Hanover Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance
Hanover Texas Insurance Management 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's
Company, Inc. Richardson TX 75081 Insurance Company
Hanover Lloyd's Insurance Company Hanover Lloyd's Insurance Multi-line property and casualty
Company insurance
Lloyds Credit Corporation 440 Lincoln Street Premium financing service
Worcester MA 01653 franchises
Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and casualty
Worcester MA 01605 insurance
Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of February 29, 2000, there were 6,328 Contract holders of qualified
Contract and 17,467 Contract holders of non-qualified Contracts.
ITEM 28. INDEMNIFICATION
Article VIII of the Bylaws of Allmerica Financial Life Insurance and
Annuity Company (the Depositor) states: Each Director and each Officer
of the Corporation, whether or not in office, (and his executors or
administrators), shall be indemnified or reimbursed by the corporation
against all expenses actually and necessarily incurred by him in the
defense or reasonable settlement of any action, suit, or proceeding in
which he is made a party by reason of his being or having been a
Director or Officer of the Corporation, including any sums paid in
settlement or to discharge judgment, except in relation to matters as
to which he shall be finally adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance
of his duties as such Director or Officer; and the foregoing right of
indemnification or reimbursement shall not affect any other rights to
which he may be entitled under the Articles of Incorporation, any
statute, bylaw, agreement, vote of stockholders, or otherwise.
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Allmerica Investments, Inc. also acts as principal underwriter
for the following:
- VEL Account, VEL II Account, VEL Account III, Separate
Account SPL-D, Separate Account IMO, Select Account III,
Inheiritage Account, Separate Accounts VA-A, VA-B, VA-C,
VA-G, VA-H, VA-K, VA-P, Allmerica Select Separate Account
II, Group VEL Account, Separate Account KG, Separate Account
KGC, Fulcrum Separate Account, Fulcrum Variable Life
Separate Account, and Allmerica Select Separate Account of
Allmerica Financial Life Insurance and Annuity Company
- Inheiritage Account, VEL II Account, Separate Account I,
Separate Account VA-K, Separate Account VA-P, Allmerica
Select Separate Account II, Group VEL Account, Separate
Account KG, Separate Account KGC, Fulcrum Separate Account,
and Allmerica Select Separate Account of First Allmerica
Financial Life Insurance Company.
- Allmerica Investment Trust
(b) The Principal Business Address of each of the following
Directors and Officers of Allmerica Investments, Inc. is:
440 Lincoln Street
Worcester, Massachusetts 01653
NAME POSITION OR OFFICE WITH UNDERWRITER
Margaret L. Abbott Vice President
Emil J. Aberizk, Jr Vice President
Edward T. Berger Vice President and Chief Compliance Officer
Michael J. Brodeur Vice President Operations
Mark R. Colborn Vice President
Claudia J. Eckels Vice President
Mary M. Eldridge Secretary/Clerk
Philip L. Heffernan Vice President
J. Kendall Huber Director
Mark C. McGivney Treasurer
William F. Monroe, Jr. President, Director and Chief Executive Officer
David J. Mueller Vice President, Chief Financial Officer,
Financial Operations Principal and Controller
Stephen Parker Vice President and Director
Richard M. Reilly Director and Chairman of the Board
Eric A. Simonsen Director
<PAGE>
Mark G. Steinberg Senior Vice President
(c) As indicated in Part B (Statement of Additional Information) in
response to Item 20(c), there were no commissions retained by
Allmerica Investments, Inc., the principal underwriter of the
Contracts, for sales of variable contracts funded by the Registrant in
1999. No other commissions or other compensation was received by the
principal underwriter, directly or indirectly, from the Registrant
during the Registrant's last fiscal year.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Each account, book or other document required to be maintained by Section
31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained by
the Company at 440 Lincoln Street, Worcester, Massachusetts.
ITEM 31. MANAGEMENT SERVICES
The Company provides daily unit value calculations and related services for
the Company's separate accounts.
ITEM 32. UNDERTAKINGS
(a) The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration statement are
never more than 16 months old for so long as payments under the
variable annuity contracts may be accepted.
(b) The registrant hereby undertakes to include in the prospectus a
postcard that the applicant can remove to send for a Statement of
Additional Information.
(c) The registrant hereby undertakes to deliver a Statement of
Additional Information and any financial statements promptly upon
written or oral request, according to the requirements of Form N-4.
(d) Insofar as indemnification for liability arising under the 1933 Act
may be permitted to Directors, Officers and Controlling Persons of
Registrant under any registration statement, underwriting agreement
or otherwise, Registrant has been advised that, in the opinion of
the SEC, such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a Director,
Officer or Controlling Person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
Director, Officer or Controlling Person in connection with the
securities being registered, Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of such
issue.
(e) The Company hereby represents that the aggregate fees and charges under
the Contracts are reasonable in relation to the services rendered,
expenses expected to be incurred, and risks assumed by the Company.
ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(b)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
Registrant, a separate account of Allmerica Financial Life Insurance and Annuity
Company ("Company"), states that it is (a) relying on Rule 6c-7 under the
1940Act with respect to withdrawal restrictions under the Texas Optional
Retirement Program ("Program") and (b) relying on the "no-action" letter (Ref.
No. IP-6-88) issued on November 28, 1988 to the American Council of Life
Insurance, in applying the withdrawal
<PAGE>
restrictions of Internal Revenue Code Section 403(b)(11). Registrant has taken
the following steps in reliance on the letter:
1. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in the
prospectus of each registration statement used in connection with the
offer of the Company's variable contracts.
2. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in sales
literature used in connection with the offer of the Company's variable
contracts.
3. Sales Representatives who solicit participants to purchase the variable
contracts have been instructed to specifically bring the redemption
restrictions imposed by the Program and by Section 403(b)(11) to the
attention of potential participants.
4. A signed statement acknowledging the participant's understanding of (i)
the restrictions on redemption imposed by the Program and by Section
403(b)(11) and (ii) the investment alternatives available under the
employer's arrangement will be obtained from each participant who
purchases a variable annuity contract prior to or at the time of
purchase.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Worcester, and Commonwealth of Massachusetts, on the 3rd day of April,
2000.
SEPARATE ACCOUNT KG OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Mary Eldridge
-----------------------------------------
Mary Eldridge, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ Warren E. Barnes Vice President and Corporate Controller April 3, 2000
- ----------------------------------
Warren E. Barnes
Edward J. Parry III* Director, Vice President and Chief Financial Officer
- ----------------------------------
Richard M. Reilly* Director, President and Chief Executive Officer
- ----------------------------------
John F. O'Brien* Director and Chairman of the Board
- ----------------------------------
Bruce C. Anderson* Director
- ----------------------------------
Mark R. Colborn* Director and Vice President
- ----------------------------------
John P. Kavanaugh* Director, Vice President and Chief Investment Officer
- ----------------------------------
J. Kendall Huber* Director, Vice President and General Counsel
- ----------------------------------
J. Barry May* Director
- ----------------------------------
James R. McAuliffe* Director
- ----------------------------------
Robert P. Restrepo, Jr.* Director
- ----------------------------------
Eric A. Simonsen* Director and Vice President
- ----------------------------------
</TABLE>
*Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named Directors and Officers of the
Registrant pursuant to the Power of Attorney dated April 2, 2000 duly executed
by such persons.
/s/ Sheila B. St. Hilaire
- -----------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact
(333-63091)
<PAGE>
EXHIBIT TABLE
Exhibit 8(c) Directors' Power of Attorney
Exhibit 9 Opinion of Counsel
Exhibit 10 Consent of Independent Accountants
Exhibit 13 Schedule for Computation of Performance Quotations
<PAGE>
POWER OF ATTORNEY
We, the undersigned, hereby severally constitute and appoint Richard M. Reilly,
J. Kendall Huber, Joseph W. MacDougall, Jr., and Sheila B. St. Hilaire, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them, to sign for us, and in our names and in any and all capacities, any and
all Registration Statements and all amendments thereto, including post-effective
amendments, with respect to the Separate Accounts supporting variable life and
variable annuity contracts issued by Allmerica Financial Life Insurance and
Annuity Company, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and with any other regulatory agency or state authority that may so require,
granting unto said attorneys and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys or any of them may lawfully do or cause to be done by virtue hereof.
Witness our hands on the date set forth below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ John F. O'Brien Director and Chairman of the Board 4/2/2000
- --------------------------- --------
John F. O'Brien
/s/ Bruce C. Anderson Director 4/2/2000
- --------------------------- --------
Bruce C. Anderson
/s/ Mark R. Colborn Director and Vice President 4/2/2000
- --------------------------- --------
Mark R.Colborn
/s/ John P. Kavanaugh Director, Vice President and 4/2/2000
- --------------------------- Chief Investment Officer --------
John P. Kavanaugh
/s/ J. Kendall Huber Director, Vice President and 4/2/2000
- --------------------------- General Counsel --------
J. Kendall Huber
/s/ J. Barry May Director 4/2/2000
- --------------------------- --------
J. Barry May
/s/ James R. McAuliffe Director 4/2/2000
- --------------------------- --------
James R. McAuliffe
/s/ Edward J. Parry, III Director, Vice President, and Chief Financial 4/2/2000
- --------------------------- Officer --------
Edward J. Parry, III
/s/ Richard M. Reilly Director, President and 4/2/2000
- --------------------------- Chief Executive Officer --------
Richard M. Reilly
/s/ Robert P. Restrepo, Jr. Director 4/2/2000
- --------------------------- --------
Robert P. Restrepo, Jr.
/s/ Eric A. Simonsen Director and Vice President 4/2/2000
- --------------------------- --------
Eric A. Simonsen
</TABLE>
<PAGE>
April 14, 2000
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
RE: SEPARATE ACCOUNT KG OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY
COMPANY FILE NO.'S: 333-63091 AND 811-7767
Gentlemen:
In my capacity as Assistant Vice President and Counsel of Allmerica Financial
Life Insurance and Annuity Company (the "Company"), I have participated in the
preparation of this Post-Effective Amendment to the Registration Statement for
Separate Account KG on Form N-4 under the Securities Act of 1933 and amendment
under the Investment Company Act of 1940, with respect to the Company's
qualified and non-qualified variable annuity contracts.
I am of the following opinion:
1. Separate Account KG is a separate account of the Company validly
existing pursuant to the Delaware Insurance Code and the regulations
issued thereunder.
2. The assets held in Separate Account KG are not chargeable with
liabilities arising out of any other business the Company may conduct.
3. The variable annuity contracts, when issued in accordance with the
Prospectus contained in the Post-Effective Amendment to the
Registration Statement and upon compliance with applicable local law,
will be legal and binding obligations of the Company in accordance with
their terms and when sold will be legally issued, fully paid and
non-assessable.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.
I hereby consent to the filing of this opinion as an exhibit to this
Post-Effective Amendment to the Registration Statement for Separate Account KG
on Form N-4 filed under the Securities Act of 1933 and amendment under the
Investment Act of 1940.
Very truly yours,
/s/ John C. Donlon, Jr.
John C. Donlon, Jr.
Assistant Vice President and Counsel
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 6 to the Registration
Statement of Separate Account KG of Allmerica Financial Life Insurance and
Annuity Company on Form N-4 of our report dated February 1, 2000, relating to
the financial statements of Allmerica Financial Life Insurance and Annuity
Company, and our report dated April 3, 2000, relating to the financial
statements of Separate Account KG of Allmerica Financial Life Insurance and
Annuity Company, both of which appear in such Statement of Additional
Information. We also consent to the reference to us under the heading "Experts"
in such Statement of Additional Information.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2000
<PAGE>
<TABLE>
<CAPTION>
KEMPER ADVISOR - AFLIAC Since Inception of Underlying Sub-Account
1 Year With Contract
<S> <C> <C>
Kemper Aggressive Growth N/A
Kemper Technology Growth N/A
Kemper Dreman Financial Services 0.907075/0.968929-0.0014-1 = -6.52%
Kemper Small Cap Growth 2.027011/1.527721-0.0013-1 = 32.55%
Kemper Small Cap Value 1.088588/1.074022-0.0014-1 = 1.22%
Kemper Dreman High Return Equity 0.892738/1.019113-0.0014-1 = -12.54%
Kemper International 1.715224/1.193823-0.0013-1 = 43.54%
Kemper International Growth and Income 1.016239/0.903345-0.0014-1 = 12.36%
Kemper Global Blue Chip 1.235162/0.98867-0.0013-1 = 24.80%
Kemper Growth 1.828162/1.352134-0.0014-1 = 35.07%
Kemper Contrarian Value 1.3868/1.56645-0.0013-1 = -11.60%
Kemper Blue Chip 1.532216/1.240828-0.0013-1 = 23.35%
Kemper Value+Growth 1.652196/1.438116-0.0014-1 = 14.75%
Kemper Index 500 N/A
Kemper Horizon 20+ 1.420031/1.318181-0.0014-1 = 7.59%
Kemper Total Return 1.495958/1.321461-0.0013-1 = 13.07%
Kemper Horizon 10+ 1.35382/1.266833-0.0014-1 = 6.73%
Kemper High Yield 1.131699/1.12358-0.0013-1 = 0.59%
Kemper Horizon 5 1.246523/1.205615-0.0013-1 = 3.26%
Kemper Global Income 1.035417/1.115369-0.0013-1 = -7.30%
Kemper Investment Grade Bond 1.108723/1.148109-0.0014-1 = -3.57%
Kemper Government Securities 1.118039/1.126207-0.0013-1 = -0.86%
Kemper Money Market 1.116386/1.080073-0.0013-1 = 3.23%
Scudder VLIF International 1.501468/0.985523-0.0013-1 = 52.22%
Scudder VLIF Global Discovery 1.562526/0.95527-0.0014-1 = 63.43%
Scudder VLIF Capital Growth 1.411446/1.0585-0.0013-1 = 33.21%
Scudder VLIF Growth and Income 0.981394/0.938277-0.0014-1 = 4.46%
KVS Focused Large Cap Growth N/A
Alger American Balanced N/A
Alger American Leveraged AllCap N/A
Dreyfus MidCap Stock N/A
Dreyfus Socially Responsible Growth N/A
JAN Growth Portfolio N/A
JAN Growth & Income Portfolio N/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Since Inception of Underlying Sub-Account
5 Years With Contract
<S> <C> <C>
Kemper Aggressive Growth N/A
Kemper Technology Growth N/A
Kemper Dreman Financial Services N/A
Kemper Small Cap Growth N/A
Kemper Small Cap Value N/A
Kemper Dreman High Return Equity N/A
Kemper International N/A
Kemper International Growth and Income N/A
Kemper Global Blue Chip N/A
Kemper Growth N/A
Kemper Contrarian Value N/A
Kemper Blue Chip N/A
Kemper Value+Growth N/A
Kemper Index 500 N/A
Kemper Horizon 20+ N/A
Kemper Total Return N/A
Kemper Horizon 10+ N/A
Kemper High Yield N/A
Kemper Horizon 5 N/A
Kemper Global Income N/A
Kemper Investment Grade Bond N/A
Kemper Government Securities N/A
Kemper Money Market N/A
Scudder VLIF International N/A
Scudder VLIF Global Discovery N/A
Scudder VLIF Capital Growth N/A
Scudder VLIF Growth and Income N/A
KVS Focused Large Cap Growth N/A
Alger American Balanced N/A
Alger American Leveraged AllCap N/A
Dreyfus MidCap Stock N/A
Dreyfus Socially Responsible Growth N/A
JAN Growth Portfolio N/A
JAN Growth & Income Portfolio N/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Since Inception of Underlying Sub-Account
10 Years or Since Inception With Contract
<S> <C> <C>
Kemper Aggressive Growth 1.385925/1-0.0013-1 = 38.46%
Kemper Technology Growth 1.76052/1-0.0013-1 = 75.92%
Kemper Dreman Financial Services (0.907075/1)^(365/606)-0.0015-1 = -5.86%
Kemper Small Cap Growth (2.027011/1)^(365/1122)-0.0015-1 = 25.69%
Kemper Small Cap Value (1.088588/1)^(365/1143)-0.0017-1 = 2.58%
Kemper Dreman High Return Equity (0.892738/1)^(365/606)-0.0015-1 = -6.76%
Kemper International (1.715224/1)^(365/1143)-0.0017-1 = 18.63%
Kemper International Growth and Income (1.016239/1)^(365/605)-0.0017-1 = 0.81%
Kemper Global Blue Chip (1.235162/1)^(365/598)-0.0016-1 = 13.60%
Kemper Growth (1.828162/1)^(365/1122)-0.0015-1 = 21.53%
Kemper Contrarian Value (1.3868/1)^(365/1143)-0.0015-1 = 10.86%
Kemper Blue Chip (1.532216/1)^(365/974)-0.0013-1 = 17.21%
Kemper Value+Growth (1.652196/1)^(365/1127)-0.0015-1 = 17.51%
Kemper Index 500 1.090431/1-0.0013-1 = 8.91%
Kemper Horizon 20+ (1.420031/1)^(365/1121)-0.0016-1 = 11.94%
Kemper Total Return (1.495958/1)^(365/1127)-0.0015-1 = 13.78%
Kemper Horizon 10+ (1.35382/1)^(365/1103)-0.0016-1 = 10.38%
Kemper High Yield (1.131699/1)^(365/1143)-0.0017-1 = 3.86%
Kemper Horizon 5 (1.246523/1)^(365/1103)-0.0016-1 = 7.40%
Kemper Global Income (1.035417/1)^(365/974)-0.0015-1 = 1.16%
Kemper Investment Grade Bond (1.108723/1)^(365/1114)-0.0017-1 = 3.27%
Kemper Government Securities (1.118039/1)^(365/1122)-0.0018-1 = 3.52%
Kemper Money Market (1.116386/1)^(365/1136)-0.0017-1 = 3.43%
Scudder VLIF International (1.501468/1)^(365/604)-0.0017-1 = 27.67%
Scudder VLIF Global Discovery (1.562526/1)^(365/604)-0.0018-1 = 30.78%
Scudder VLIF Capital Growth (1.411446/1)^(365/599)-0.0017-1 = 23.20%
Scudder VLIF Growth and Income (0.981394/1)^(365/609)-0.0016-1 = -1.28%
KVS Focused Large Cap Growth 1.280948/1-0.00001-1 = 28.09%
Alger American Balanced 1.058026/1-0.00001-1 = 5.80%
Alger American Leveraged AllCap 1.19684/1-0.00001-1 = 19.68%
Dreyfus MidCap Stock 1.080362/1-0.0014-1 = 7.90%
Dreyfus Socially Responsible Growth 1.17663/1-0.0013-1 = 17.53%
JAN Growth Portfolio 1.264806/1-0.0013-1 = 26.35%
JAN Growth & Income Portfolio 1.47804/1-0.0013-1 = 47.67%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
KEMPER ADVISOR - AFLIAC Since Inception of Underlying Sub-Account
1 Year Without Contract
<S> <C> <C>
Kemper Aggressive Growth N/A
Kemper Technology Growth N/A
Kemper Dreman Financial Services 0.907075/0.968929-1 = -6.38%
Kemper Small Cap Growth 2.027011/1.527721-1 = 32.68%
Kemper Small Cap Value 1.088588/1.074022-1 = 1.36%
Kemper Dreman High Return Equity 0.892738/1.019113-1 = -12.40%
Kemper International 1.715224/1.193823-1 = 43.67%
Kemper International Growth and Income 1.016239/0.903345-1 = 12.50%
Kemper Global Blue Chip 1.235162/0.98867-1 = 24.93%
Kemper Growth 1.828162/1.352134-1 = 35.21%
Kemper Contrarian Value 1.3868/1.56645-1 = -11.47%
Kemper Blue Chip 1.532216/1.240828-1 = 23.48%
Kemper Value+Growth 1.652196/1.438116-1 = 14.89%
Kemper Index 500 N/A
Kemper Horizon 20+ 1.420031/1.318181-1 = 7.73%
Kemper Total Return 1.495958/1.321461-1 = 13.20%
Kemper Horizon 10+ 1.35382/1.266833-1 = 6.87%
Kemper High Yield 1.131699/1.12358-1 = 0.72%
Kemper Horizon 5 1.246523/1.205615-1 = 3.39%
Kemper Global Income 1.035417/1.115369-1 = -7.17%
Kemper Investment Grade Bond 1.108723/1.148109-1 = -3.43%
Kemper Government Securities 1.118039/1.126207-1 = -0.73%
Kemper Money Market 1.116386/1.080073-1 = 3.36%
Scudder VLIF International 1.501468/0.985523-1 = 52.35%
Scudder VLIF Global Discovery 1.562526/0.95527-1 = 63.57%
Scudder VLIF Capital Growth 1.411446/1.0585-1 = 33.34%
Scudder VLIF Growth and Income 0.981394/0.938277-1 = 4.60%
KVS Focused Large Cap Growth N/A
Alger American Balanced N/A
Alger American Leveraged AllCap N/A
Dreyfus MidCap Stock N/A
Dreyfus Socially Responsible Growth N/A
JAN Growth Portfolio N/A
JAN Growth & Income Portfolio N/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Since Inception of Underlying Sub-Account
5 Years Without Contract
<S> <C> <C>
Kemper Aggressive Growth N/A
Kemper Technology Growth N/A
Kemper Dreman Financial Services N/A
Kemper Small Cap Growth N/A
Kemper Small Cap Value N/A
Kemper Dreman High Return Equity N/A
Kemper International N/A
Kemper International Growth and Income N/A
Kemper Global Blue Chip N/A
Kemper Growth N/A
Kemper Contrarian Value N/A
Kemper Blue Chip N/A
Kemper Value+Growth N/A
Kemper Index 500 N/A
Kemper Horizon 20+ N/A
Kemper Total Return N/A
Kemper Horizon 10+ N/A
Kemper High Yield N/A
Kemper Horizon 5 N/A
Kemper Global Income N/A
Kemper Investment Grade Bond N/A
Kemper Government Securities N/A
Kemper Money Market N/A
Scudder VLIF International N/A
Scudder VLIF Global Discovery N/A
Scudder VLIF Capital Growth N/A
Scudder VLIF Growth and Income N/A
KVS Focused Large Cap Growth N/A
Alger American Balanced N/A
Alger American Leveraged AllCap N/A
Dreyfus MidCap Stock N/A
Dreyfus Socially Responsible Growth N/A
JAN Growth Portfolio N/A
JAN Growth & Income Portfolio N/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Since Inception of Underlying Sub-Account
10 Years or Since Inception Without Contract
<S> <C> <C>
Kemper Aggressive Growth 1.385925/1-1 = 38.59%
Kemper Technology Growth 1.76052/1-1 = 76.05%
Kemper Dreman Financial Services (0.907075/1)^(365/606)-1 = -5.71%
Kemper Small Cap Growth (2.027011/1)^(365/1122)-1 = 25.84%
Kemper Small Cap Value (1.088588/1)^(365/1143)-1 = 2.75%
Kemper Dreman High Return Equity (0.892738/1)^(365/606)-1 = -6.61%
Kemper International (1.715224/1)^(365/1143)-1 = 18.80%
Kemper International Growth and Income (1.016239/1)^(365/605)-1 = 0.98%
Kemper Global Blue Chip (1.235162/1)^(365/598)-1 = 13.76%
Kemper Growth (1.828162/1)^(365/1122)-1 = 21.68%
Kemper Contrarian Value (1.3868/1)^(365/1143)-1 = 11.01%
Kemper Blue Chip (1.532216/1)^(365/974)-1 = 17.34%
Kemper Value+Growth (1.652196/1)^(365/1127)-1 = 17.66%
Kemper Index 500 1.090431/1-1 = 9.04%
Kemper Horizon 20+ (1.420031/1)^(365/1121)-1 = 12.10%
Kemper Total Return (1.495958/1)^(365/1127)-1 = 13.93%
Kemper Horizon 10+ (1.35382/1)^(365/1103)-1 = 10.54%
Kemper High Yield (1.131699/1)^(365/1143)-1 = 4.03%
Kemper Horizon 5 (1.246523/1)^(365/1103)-1 = 7.56%
Kemper Global Income (1.035417/1)^(365/974)-1 = 1.31%
Kemper Investment Grade Bond (1.108723/1)^(365/1114)-1 = 3.44%
Kemper Government Securities (1.118039/1)^(365/1122)-1 = 3.70%
Kemper Money Market (1.116386/1)^(365/1136)-1 = 3.60%
Scudder VLIF International (1.501468/1)^(365/604)-1 = 27.84%
Scudder VLIF Global Discovery (1.562526/1)^(365/604)-1 = 30.96%
Scudder VLIF Capital Growth (1.411446/1)^(365/599)-1 = 23.37%
Scudder VLIF Growth and Income (0.981394/1)^(365/609)-1 = -1.12%
KVS Focused Large Cap Growth 1.280948/1-1 = 28.09%
Alger American Balanced 1.058026/1-1 = 5.80%
Alger American Leveraged AllCap 1.19684/1-1 = 19.68%
Dreyfus MidCap Stock 1.080362/1-1 = 8.04%
Dreyfus Socially Responsible Growth 1.17663/1-1 = 17.66%
JAN Growth Portfolio 1.264806/1-1 = 26.48%
JAN Growth & Income Portfolio 1.47804/1-1 = 47.80%
</TABLE>
