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SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUST
WHICH ARE CURRENTLY ISSUING SECURITIES
Dated October 25, 1996
Pursuant to Section 8(b) of the Investment Company Act of 1940
Fulcrum Variable Life Separate Account of Allmerica Financial Life Insurance
and Annuity Company
(Name of Unit Investment Trust)
440 Lincoln Street
Worcester MA 01653
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates only for purposes of information
provided herein.
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I. ORGANIZATION AND GENERAL INFORMATION
1. (a) FURNISH NAME OF THE TRUST AND THE INTERNAL REVENUE SERVICE
EMPLOYER IDENTIFICATION NUMBER.
The trust is the Fulcrum Variable Life Separate Account of
Allmerica Financial Life Insurance and Annuity Company. The
Fulcrum Variable Life Separate Account is a separate investment
account of Allmerica Financial Life Insurance and Annuity Company
(the "Company") and has no employer identification number.
(b) FURNISH TITLE OF EACH CLASS OR SERIES OF SECURITIES ISSUED BY THE
TRUST.
The securities are single payment individual variable life
insurance Contracts (the "Contracts").
2. FURNISH NAME AND PRINCIPAL BUSINESS ADDRESS AND ZIP CODE AND THE
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER OF EACH
DEPOSITOR OF THE TRUST.
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, Massachusetts 01653
FEIN: 04-6145677.
3. FURNISH NAME AND PRINCIPAL BUSINESS ADDRESS AND ZIP CODE AND THE
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER OF EACH
CUSTODIAN OR TRUSTEE OF THE TRUST INDICATING FOR WHICH CLASS OR SERIES
OF SECURITIES EACH CUSTODIAN OR TRUSTEE IS ACTING.
The Company will hold in its own custody all of the securities.
4. FURNISH NAME AND PRINCIPAL BUSINESS ADDRESS AND ZIP CODE AND THE
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER OF EACH
PRINCIPAL UNDERWRITER CURRENTLY DISTRIBUTING SECURITIES OF THE TRUST.
Distribution of the Contracts has not yet commenced. When
distribution commences, the principal underwriter will be:
Allmerica Investments, Inc.
440 Lincoln Street
Worcester MA 01653
FEIN: 04-2448927.
5. FURNISH NAME OF STATE OR OTHER SOVEREIGN POWER, THE LAWS OF WHICH
GOVERN WITH RESPECT TO THE ORGANIZATION OF THE TRUST.
Delaware.
6. (a) FURNISH THE DATES OF EXECUTION AND TERMINATION OF
AGREEMENT CURRENTLY IN EFFECT UNDER THE TERMS OF WHICH THE TRUST
WAS ORGANIZED AND ISSUED OR PROPOSES TO ISSUE SECURITIES.
The Fulcrum Variable Life Separate Account was established under
Delaware law pursuant to a resolution of the Board of Directors
of the Company on June 13, 1996.
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The resolution establishing the Fulcrum Variable Life Separate
Account will continue until amended by the Board of Directors
of the Company. The Contracts will be issued pursuant to this
resolution.
(b) FURNISH THE DATES OF EXECUTION AND TERMINATION OF ANY INDENTURE
OR AGREEMENT CURRENTLY IN EFFECT PURSUANT TO WHICH THE PROCEEDS
OF PAYMENTS ON SECURITIES ISSUED OR TO BE ISSUED BY THE TRUST ARE
HELD BY THE CUSTODIAN OR TRUSTEE.
None.
7. FURNISH IN CHRONOLOGICAL ORDER THE FOLLOWING INFORMATION WITH
RESPECT TO EACH CHANGE OF NAME OF THE TRUST SINCE JANUARY 1, 1930. IF
THE NAME HAS NEVER BEEN CHANGED, SO STATE.
The name of the Fulcrum Variable Life Separate Account has never been
changed.
8. STATE THE DATE ON WHICH THE FISCAL YEAR OF THE TRUST ENDS.
December 31.
MATERIAL LITIGATION
9. FURNISH A DESCRIPTION OF ANY PENDING LEGAL PROCEEDINGS, MATERIAL WITH
RESPECT TO THE SECURITY HOLDERS OF THE TRUST BY REASON OF THE NATURE
OF THE CLAIM OR THE AMOUNT THEREOF, TO WHICH THE TRUST, THE DEPOSITOR,
OR THE PRINCIPAL UNDERWRITER IS A PARTY OR OF WHICH THE ASSETS OF THE
TRUST ARE THE SUBJECT, INCLUDING THE SUBSTANCE OF THE CLAIMS INVOLVED
IN SUCH PROCEEDING AND THE TITLE OF THE PROCEEDING. FURNISH A SIMILAR
STATEMENT WITH RESPECT TO ANY PENDING ADMINISTRATIVE PROCEEDING
COMMENCED BY A GOVERNMENTAL AUTHORITY OR ANY SUCH PROCEEDING OR LEGAL
PROCEEDING KNOWN TO BE CONTEMPLATED BY A GOVERNMENTAL AUTHORITY.
INCLUDE ANY PROCEEDINGS WHICH, ALTHOUGH IMMATERIAL ITSELF, IS
REPRESENTATIVE OF, OR ONE OF, A GROUP WHICH IN THE AGGREGATE IS
MATERIAL.
There are no current or pending legal or administrative proceedings to
which the Fulcrum Variable Life Separate Account, the Company, or Allmerica
Investments Inc. is a party and which are material with respect to the
security holders of the Fulcrum Variable Life Separate Account.
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
GENERAL INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS
OF HOLDERS.
10. FURNISH A BRIEF STATEMENT WITH RESPECT TO THE FOLLOWING MATTERS FOR
EACH CLASS OR SERIES OF SECURITIES ISSUED BY THE TRUST.
(a) WHETHER THE SECURITIES ARE OF THE REGISTERED OR BEARER TYPE.
The Contracts are variable life insurance policies, and as such
are "registered" in the name of the Contract Owner. Records
concerning the Contract Owner are maintained by or on behalf of
the Company.
(b) WHETHER THE SECURITIES ARE OF THE CUMULATIVE OR DISTRIBUTIVE
TYPE.
The Contracts are of the cumulative type, providing for no
distribution of income,
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dividends or capital gains except in connection with a voluntary
surrender or partial withdrawal of Contract value by a
Contractowner, or in connection with the payment of death
benefits.
(c) THE RIGHTS OF SECURITY HOLDERS WITH RESPECT TO WITHDRAWAL OR
REDEMPTION.
A Contract may be surrendered at any time, subject to the
possible imposition of a contingent deferred sales charge. See
Item 13(a) "Surrender Charge" and Item 17(a) "Surrender."
After the first Contract year, partial withdrawals in a minimum
amount of $1000 may be made from the Contract value at any time
upon written request filed at the Company's Principal Office. A
transaction charge, which is the smaller of 2% of the amount
withdrawn or $25, will be assessed in all cases. A partial
withdrawal charge may also be deducted. The partial withdrawal
charge will not exceed the surrender charge, and the outstanding
surrender charge will be reduced by the amount of the partial
withdrawal charges. See Item 13(a) "Charges on Partial
Withdrawal" and Item 17(a) "Partial Withdrawal."
(d) THE RIGHTS OF SECURITY HOLDERS WITH RESPECT TO CONVERSION,
TRANSFER, PARTIAL-REDEMPTION, AND SIMILAR MATTERS.
TRANSFER - The Contracts permit net premiums to be allocated
either to the Company's General Account or to the Sub-Accounts of
the Fulcrum Variable Life Separate Account. Each Sub-Account
invests exclusively in a corresponding investment portfolio
("Underlying Fund") of the Allmerica Investment Trust ("AIT"),
managed by Allmerica Investment Management Company, Inc or The
Palladian Trust.
Subject to the consent of the Company, the Contract Owner may
transfer amounts among all of the Sub-Accounts and between the
Sub-Accounts and the General Account, subject to certain
restrictions.
The Contract Owner may apply for automatic transfers from the
Fixed Account, the Global Strategic Income Sub-Account, or the
Money Market Sub-Account to one or more of the other
Sub-Accounts. Automatic transfers may be made at
intervals of one, two, three, six or twelve months. Each
automatic transfer must be at least $100. If the Fixed Account
or the Sub-Account from which the automatic transfer is to be
made is reduced to $0 (zero), the automatic transfer will cease.
The Contract Owner must then reapply for any future automatic
transfers. The Contract Owner may also apply for automatic
account rebalancing, in order to reallocate Contract Value
among the Sub-Accounts at intervals of one, two, three, six or
twelve months. The Fixed Account is not included in the
automatic account rebalancing.
The first 12 transfers in a Contract year are free. Thereafter,
the Company will deduct a transfer charge not to exceed $25
from amounts transferred in that Contract year. The first
automatic transfer counts as one transfer toward the 12 free
transfers allowed in each Contract year. Each subsequent
automatic transfer is free and does not reduce the remaining
number of transfers that are free in a Contract year. Any
transfers made for a conversion privilege, Contract loan or
material change in investment policy will not count
toward the 12 free transfers.
The transfer privilege is subject to the Company's consent. The
Company reserves
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the right to impose limits on transfers including, but not
limited to, the:
- Minimum amount that may be transferred;
- Minimum amount that may remain in a Sub-Account following
a transfer from that Sub-Account;
- Minimum period between transfers involving the Fixed
Account; and
- Maximum amounts that may be transferred from the Fixed
Account.
Transfers involving the Fixed Account are currently permitted
only if:
- There has been at least a ninety (90) day period since
the last transfer from the Fixed Account; and
- The amount transferred from the Fixed Account in each
transfer does not exceed the lesser of $100,000 or 25% of
the Contract Value.
These rules are subject to change by the Company.
CONVERSION PRIVILEGE - During the first 24 Contract months
after the date of issue, subject to certain restrictions,
the Contract Owner may convert the Contract to a flexible
premium fixed Contract by transferring all Contract value in
the Sub-Accounts to the General Account and by
simultaneously changing the allocation of future premiums to
the General Account. A similar conversion privilege is in
effect for 24 Contract months after the date of an increase
in face amount, under which the Contract Owner may convert
by transferring all or part of Contract value in the
Sub-Accounts to the General Account and by simultaneously
changing the allocation of all or part of future premiums to
the General Account.
FREE LOOK PRIVILEGE - The Contract provides for a free look
period under the Right to Cancel provision. The Contract
Owner has the right to examine and cancel the Contract by
returning it to the Company or one of its representatives
on or before the tenth day (or such later date as may be
required by state law) after the Contract owner receives
the Contract.
If the Contract provides for a full refund under its "Right
to Cancel" provision (as may be required by state law), the
refund will be the GREATER of:
- The entire Payment; OR
- The Contract Value PLUS deductions under the Contract
or by the Funds for taxes, charges or fees.
If the Contract does not provide for a full refund (as
provided by state law), the Contract Owner will receive:
- Amounts allocated to the Fixed Account; PLUS
- The Contract Value in the Variable Account: PLUS
- All fees, charges and taxes which have been imposed.
The Contract Owner may make surrenders and partial withdrawals
as described in Items 10(c), 13(a) and 17(a).
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(e) IF THE TRUST IS THE ISSUER OF PERIODIC PAYMENT PLAN CERTIFICATES
THE SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR AGREEMENTS
WITH RESPECT TO LAPSES OR DEFAULTS BY SECURITY HOLDERS IN MAKING
PRINCIPAL PAYMENTS, AND WITH RESPECT TO REINSTATEMENT.
CONTRACT TERMINATION AND REINSTATEMENT - The Contract will
terminate if on a Monthly Processing Date the Surrender Value
is less than $0 (zero.) If this situation occurs, the Contract
will be in default. The Contract Owner will then have a
grace period of 62 days, measured from the date of default, to
make a Payment sufficient to prevent termination. On the date of
default, the Company will send a notice to the Contract owner
and to any assignee of record. The notice will state the
Payment due and the date by which it must be paid. Failure to
make a sufficient Payment within the grace period will result
in the Contract terminating without value.
A terminated Contract may be reinstated within three years of the
date of default and before the Final Payment Date. The
reinstatement takes effect on the Monthly Processing Date
following the date the Contract Owner submits to the Company:
- Written application for reinstatement;
- Evidence of Insurability showing that the Insured is
insurable according to the Company's current underwriting
rules;
- A Payment that is large enough to cover the cost of all
Contract charges that were due and unpaid during the grace
period and that is large enough to keep the Contract in
force for three months; and
- A Payment or reinstatement of any loan against the Contract
that existed at the end of the grace period.
CONTRACT VALUE ON REINSTATEMENT - The Contract Value on the date
of reinstatement is:
- The Payment made to reinstate the Contract and interest
earned from the date the Payment was received at our
Principal Office; PLUS
- The Contract Value less any Outstanding Loan on the date of
default (not to exceed the surrender charge on the date of
reinstatement); MINUS
- The Monthly Deductions due on the date of reinstatement.
(f) THE SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR AGREEMENTS
WITH RESPECT TO VOTING RIGHTS, TOGETHER WITH THE NAMES OF ANY
PERSONS OTHER THAN SECURITY HOLDERS GIVEN THE RIGHT TO EXERCISE
VOTING RIGHTS PERTAINING TO THE TRUST'S SECURITIES OR THE
UNDERLYING SECURITIES AND THE RELATIONSHIP OF SUCH PERSONS TO
THE TRUST.
To the extent required by law, the Company will vote shares held
by each Sub-Account in accordance with instructions received
from the Contract Owners with Contract value in such
Sub-Account. Each person having a voting interest will be
provided with proxy materials together with an appropriate
form with which to give voting instructions to the Company.
Shares held in each Sub-Account for which no timely instructions
are received will be voted in proportion to the instructions
received from all persons with an interest in the Sub-Account
furnishing instructions to the Company with respect to the
Underlying Funds. The Company will also vote shares held in
the Fulcrum Variable Life
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Separate Account that it owns and which are not attributable
to the Contracts in the same proportion.
The number of votes which a Contract Owner may cast will be
determined by the Company as of the record date established
for the Underlying Fund. The number of shares held in each
Sub-Account deemed attributable to each Contract Owner is
determined by dividing Contract value in the Sub-Account, if
any, by the net asset value of one share in the corresponding
Underlying Fund in which the assets of the Sub-Account are
invested. Fractional votes will be counted.
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 of the Fund in its own right, whether
or not such shares are attributable to the Contracts, the
Company reserves the right to do so.
The Company may, when required by state insurance regulatory
authorities, disregard voting instructions if the instructions
require that the shares be voted so as (1) to cause a change in
the subclassification or investment objective of one or more of
the Underlying Funds or (2) to approve or disapprove an
investment advisory contract for the Underlying Funds. In
addition the Company may disregard voting instructions calling
for a change in the investment Contracts, any investment adviser
or principal underwriter of any Underlying Fund which may be
initiated by Contractowners or its respective Trustees, provided
the Company's disapproval of the change is reasonable and, in
the case of a change in investment Contracts or investment
adviser, based on a good faith determination that such change
would be contrary to state law or otherwise inappropriate in
light of the Underlying Fund's objectives and purposes. In the
event the Company does disregard voting instructions, a summary
of that action and the reasons for that action will be included
in the next periodic report to Contractowners.
(g) WHETHER SECURITY HOLDERS MUST BE GIVEN NOTICE OF ANY CHANGES IN:
(1) THE COMPOSITION OF THE ASSETS OF THE TRUST.
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 of the Fulcrum Variable
Life Separate Account or that the Sub-Accounts of the Fulcrum
Variable Life Separate Account may purchase. If the shares of an
Underlying Fund are no longer available for investment or if in
the Company's judgment further investment in any Underlying Fund
should become inappropriate in view of the purposes of the
Fulcrum Variable Life Separate Account or the affected
Sub-Account, the Company may redeem the shares of that Underlying
Fund 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 and prior approval of the SEC and state insurance
authorities, to the extent required by the 1940 Act or other
applicable law.
The Company also reserves the right to establish additional
Sub-Accounts of the Fulcrum Variable Life Separate Account, each
of which would invest in shares corresponding to a new Portfolio
or Fund or in shares of another investment company having a
specified investment objective. Subject to applicable law and
any required Commission 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
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made available to existing Contractowners on a basis to be
determined by the Company.
If any of these substitutions or changes are made, the Company
may by appropriate endorsement change the Contract to reflect the
substitution or change and will notify Contractowners of all such
changes. If the Company deems it to be in the best interest of
Contractowners, and subject to any approvals that may be required
under applicable law, the Fulcrum Variable Life Separate Account
or any Sub-Account(s) may be operated as a management company
under the 1940 Act, may be deregistered under that Act if
registration is no longer required, or may be combined with other
Sub-Accounts or other separate accounts of the Company.
(2) THE TERMS AND CONDITIONS OF THE SECURITIES ISSUED BY THE
TRUST.
No change in the terms and conditions of the Contracts that
affect the Contract Owner's rights will be made without
notice to Contract Owner to the extent required by law.
(3) THE PROVISIONS OF ANY INDENTURE OR AGREEMENT OF THE TRUST.
No notice to or consent from Contract Owners is required for
any change in the Company's resolution establishing the
Fulcrum Variable Life Separate Account.
(4) THE IDENTITY OF THE DEPOSITOR, TRUSTEE OR CUSTODIAN.
The depositor of the Fulcrum Variable Life Separate Account
cannot be changed.
The Fulcrum Variable Life Separate Account has no Trustees.
Notice to Contract Owners need not be given for the
custodian to be changed.
(h) WHETHER THE CONSENT OF SECURITY HOLDERS IS REQUIRED IN ORDER FOR
ACTION TO BE TAKEN CONCERNING ANY CHANGE IN:
(1) THE COMPOSITION OF THE ASSETS OF THE TRUST.
The Contracts do not require consent of the Contract Owners
when changing the underlying securities of the Fulcrum
Variable Life Separate Account, except as may be required by
currently applicable law or regulation.
(2) THE TERMS AND CONDITIONS OF THE SECURITIES ISSUED BY THE
TRUST.
Except as appropriate to comply with federal or state law or
regulation the terms and conditions of a Contract cannot be
changed without the consent of the Contract Owner.
(3) THE PROVISIONS OF ANY INDENTURE OR AGREEMENT OF THE TRUST.
No consent is required.
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(4) THE IDENTITY OF THE DEPOSITOR, TRUSTEE OR CUSTODIAN.
The depositor of the Fulcrum Variable Life Separate Account
cannot be changed.
The Fulcrum Variable Life Separate Account has no Trustees.
The consent of Contract Owners holders is not required to
change the custodian.
(i) ANY OTHER PRINCIPAL FEATURE OF THE SECURITIES ISSUED BY THE TRUST
OR ANY OTHER PRINCIPAL RIGHT, PRIVILEGE OR OBLIGATION NOT COVERED
BY SUBDIVISIONS (A) TO (G) OR BY ANY OTHER ITEM IN THIS FORM.
(1) PREMIUM PAYMENTS - SEE Items 14 and 15.
(2) NET DEATH BENEFIT - As long as the Contract remains in
force, the Company will, upon due proof of the Insured's
death, pay the Net Death Benefit of the Contract to the
named beneficiary. The Company will normally pay the Net
Death Benefit within seven days of receiving due proof of
the Insured's death, but the Company may delay payments
under certain circumstances. The Net Death Benefit may be
received by the beneficiary in cash or under one or more of
the payment options set forth in the Contract.
Before the Final Payment Date, the Net Death Benefit is:
- The Death Benefit: minus
- Any outstanding loan, rider charges and Monthly
Deductions due and unpaid through the Contract month in
which the Insured dies, as well as any partial
withdrawals and surrender charges.
After the Final Payment Date, the Net Death benefit is:
- The Contract Value; minus
- Any outstanding loan.
In most states, the Company will compute the Net Death
Benefit on the date the Company receive due proof of the
Insured's death.
The Death Benefit is the greater of the:
- Face Amount; or
- Guideline Minimum Sum Insured, which is computed based
on federal tax regulations to ensure that t he Contact
qualifies as a life insurance contract and that the
insurance proceeds will be excluded from the gross
income of the beneficiary.
(3) CALCULATION OF CASH VALUE - SEE Items 44(a), 44(c), and
46(a).
(4) LOAN PROVISIONS. SEE Item 21.
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(5) PAYMENT OPTIONS - Upon written request, the surrender
value or part of the Net Death Benefit may be placed
under one or more of the payment options offered by the
Company. If the Contract Owner does not make an election,
the Company will pay the benefits in a single sum. A
certificate will be provided to the payee describing the
payment option selected.
(6) OPTIONAL INSURANCE BENEFIT - Subject to certain
requirements, one or more of the following additional
insurance benefits may be added by rider: Living Benefits
Rider and Exchange Rider. The cost of these optional
insurance benefits will be deducted from Contract value
as part of the monthly deduction.
INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. DESCRIBE BRIEFLY THE KIND OR TYPE OF SECURITIES COMPRISING THE UNIT
OF SPECIFIED SECURITIES IN WHICH SECURITY HOLDERS HAVE AN INTEREST.
The Contract permits payments to be allocated either to the Company's
General Account or to the Fulcrum Variable Life Separate Account. The
Fulcrum Variable Life Separate Account is currently comprised of 6
investment divisions ("Sub-Accounts"), which invest, respectively, in
the Money Market Fund of Allmerica Investment Trust and the portfolios
of The Palladian Trust.
THE PALLADIAN TRUST. Palladian Advisors, Inc. ("PAI") serves as
overall manager of The Palladian Trust and is responsible for general
investment supervisory services to the Portfolios. PAI has retained
the services of Tremont Partners, Inc. ("Tremont") to provide research
concerning registered investment advisers to be retained by the Trust
as Portfolio Managers, to monitor and assist PAI with the periodic
reevaluation of existing Portfolio Managers, and to make periodic
reports to PAI and The Palladian Trust.
The five Portfolios of The Palladian Trust and their respective
Portfolio Managers are as follows:
PORTFOLIO PORTFOLIO MANAGER
Value Portfolio GAMCO Investors, Inc.
Growth Portfolio Stonehill Capital Management, Inc.
International Growth Portfolio Bee & Associates Incorporated
Global Strategic Income Portfolio Fischer Francis Trees & Watts, Inc.
Global Interactive/Telecomm GAMCO Investors, Inc.
Portfolio
ALLMERICA INVESTMENT TRUST. The Money Market Fund of Allmerica
Investment Trust is also offered under the contract. Allmerica
Investment Management Company, Inc. is the investment manager of
Allmerica Investment Trust and, subject to the direction of its Board
of Trustees, handles the day-to-day affairs of the Trust. Allmerica
Investment Management Company, Inc. has entered into a Sub-Adviser
Agreement with its affiliate, Allmerica Asset Management, Inc., for
investment management services for the Money Market Fund.
A summary of investment objectives of each of the Underlying Funds is
set forth below:
VALUE PORTFOLIO of The Palladian Trust seeks to make money for
investors by investing primarily in companies that the Portfolio
Manager believes are undervalued and that by virtue of anticipated
developments may, in the Portfolio Manager's judgment, achieve
significant capital appreciation.
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GROWTH PORTFOLIO of The Palladian Trust seeks to make money for
investors by investing primarily in securities selected for their
long-term growth prospects.
INTERNATIONAL GROWTH PORTFOLIO of The Palladian Trust seeks to make
money for investors by investing internationally for long-term
capital appreciation, primarily in equity securities.
GLOBAL STRATEGIC INCOME PORTFOLIO of The Palladian Trust seeks to
make money for investors by investing for high current income and
capital appreciation in a variety of domestic and foreign
fixed-income securities.
GLOBAL INTERACTIVE/TELECOMM PORTFOLIO of The Palladian Trust seeks to
make money for investors primarily by investing globally in equity
securities of companies engaged in the development, manufacture or
sale of interactive and/or telecommunications services and products.
MONEY MARKET FUND of Allmerica Investment Trust seeks to obtain
maximum current income consistent with the preservation of capital
and liquidity.
12. IF THE TRUST IS THE ISSUER OF PERIODIC PAYMENT PLAN CERTIFICATES AND
IF ANY UNDERLYING SECURITIES WERE ISSUED BY ANOTHER INVESTMENT
COMPANY, FURNISH INFORMATION FOR EACH SUCH COMPANY:
(a) NAME OF COMPANY.
The Fulcrum Variable Life Separate Account is currently
comprised of six investment divisions ("Sub-Accounts"), each
of which invests in a corresponding Underlying Fund. The
Underlying Funds include the Money Market Fund of Allmerica
Investment Trust and the five portfolios of The Palladian
Trust.
(b) NAME AND PRINCIPAL ADDRESS OF DEPOSITOR.
First Allmerica Financial Life Insurance Company, 440 Lincoln
Street, Worcester, MA 01653 is the depositor of AIT.
Palladian Advisors, Inc., 4225 Executive Square, La Jolla,
California, 92307 is the depositor of The Palladian Trust.
(c) NAME AND PRINCIPAL BUSINESS ADDRESS OF TRUSTEE OR CUSTODIAN:
Citibank, N.A., 120 Wall Street, New York, New York is the
Custodian of the assets of AIT.
Investors Bank & Trust Company, 89 South Street, Boston,
MA 02111 is the custodian of The Palladian Trust.
(d) NAME AND PRINCIPAL BUSINESS ADDRESS OF PRINCIPAL-UNDERWRITER
AIT does not have a principal underwriter, as its shares are
sold only to the separate accounts of the Company and its
affiliated insurance companies.
The principal underwriter of The Palladian Trust is Western
Capital Financial Group, Inc., 4225 Executive Square, La Jolla,
California, 92307.
(e) THE PERIOD DURING WHICH THE SECURITIES OF SUCH COMPANY HAVE BEEN
THE UNDERLYING
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SECURITIES.
Shares of the Underlying Funds will be purchased by the Fulcrum
Variable Life Separate Account only after the effective dates of
the Fulcrum Variable Life Separate Account's registration
statement under the Securities Act of 1933.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO EACH LOAD, FEE,
EXPENSE OR CHARGE TO WHICH (1) PRINCIPAL PAYMENTS; (2) UNDERLYING
SECURITIES; (3) DISTRIBUTIONS; (4) CUMULATED OR REINVESTED
DISTRIBUTIONS OR INCOME; AND (5) REDEEMED OR LIQUIDATED ASSETS OF
THE TRUST'S SECURITIES ARE SUBJECT:
(A) THE NATURE OF SUCH LOAD, FEE, EXPENSE OR CHARGE;
(B) THE AMOUNT THEREOF:
(C) THE NAME OF THE PERSON TO WHOM SUCH AMOUNTS ARE PAID AND HIS
RELATIONSHIP TO THE TRUST:
(D) THE NATURE OF THE SERVICES PERFORMED BY SUCH PERSON IN
CONSIDERATION FOR SUCH LOAD, FEE, EXPENSE OR CHARGE.
(1) UNDER THE CONTRACTS
The following charges will apply to the Contracts under the
circumstances described. Some of these charges apply
throughout the Contract's duration.
MONTHLY DEDUCTIONS - On the Monthly Processing Date, the Company
will deduct an amount to cover charges and expenses incurred in
connection with the Contract. This Monthly Deduction will be
deducted by subtracting values from the Fixed Account
accumulation and/or canceling Units from each applicable Sub-
Account, in the ratio that the Contract Value in the Account or
Sub-Account bears to the Contract Value. The amount of the
Monthly Deduction will vary from month to month. The Monthly
Deduction is comprised of the following charges:
- Maintenance Fee: The Company will make a deduction of
$2.50 from any Contract with less than $50,000 in
Contract Value. This charge is to reimburse the
Company for expenses related to issuance and maintenance
of the Contract. The Company does not intend to profit
from this charge.
- Administration Charge: The Company imposes a monthly
charge at an annual rate of 0.40% of the Contract
Value. This charge is to reimburse the Company for
administrative expenses incurred in the administration
of the Contract. It is not expected to be a source of
profit.
- Monthly Insurance Protection Charge: Immediately after
the Contract is issued, the Death Benefit will be
greater than the initial Payment. While the Contract
is in force, the Death Benefit will generally be greater
than the Contract Value. To enable the Company to pay
this excess of the Death Benefit over the Contract
Value, a monthly cost of insurance charge is deducted.
This charge varies between an annual rate of 0.20% and
2.50% of the
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Contract Value depending on the type of Contract and
the Underwriting Class. In no event will the current
deduction for the cost of insurance exceed the
guaranteed maximum insurance protection rates set forth
in the Contract. These guaranteed rates are based on
the Commissioners 1980 Standard Ordinary Mortality
Tables, Tobacco user or Non-Tobacco user (Mortality
Table B for unisex Contracts and Mortality Table D for
second-to-die Contracts) and the Insured's sex and age.
The Tables the Company uses for this purpose set forth
different mortality estimates for males and females and
for tobacco users and non-tobacco users. Any change in
the insurance protection rates will apply to all
Insured of the same age, sex and Underwriting Class
whose Contracts have been in force for the same period.
The Underwriting Class of an Insured will affect the
insurance protection rate. The Company currently place
Insureds into standard Underwriting Classes and
non-standard Underwriting Classes. The Underwriting
Classes are also divided into two categories: tobacco
user and non-tobacco user. The Company will place
Insureds under the age of 18 at the Date of Issue in a
standard or non-standard Underwriting Class. The
Company will then classify the Insured as a non-tobacco
user.
- Distribution Expense: During the first ten Contract
years, the Company make a monthly deduction to
compensate for a portion of the sales expense which
are incurred by the Company with respect to the Contracts.
This charge is equal to 0.30% of the Contract Value.
- Federal & State Payment Tax Charge: During the first
ten Contract years, the Company make a monthly
deduction to compensate the Company for the increase
in federal tax liability from the application of
Section 848 of the Internal Revenue Code and to offset
the average premium tax the Company is expected to
pay to various state and local jurisdictions. The
Company expects to pay an average premium tax of
approximately 2.5% of premiums in all states, although
such rates can generally range from 0% to 4%. The
Company does not intend to profit from the premium tax
portion of this charge.
DAILY DEDUCTIONS - The Company assess each Sub-Account with a
charge for mortality and expense risks the Company assumes.
Fund expenses are also reflected in the Variable Account.
- Mortality and Expense Risk Charge: The Company imposes
a daily charge at a current annual rate of 0.90% of the
average daily net asset value of each Sub-Account. This
charge compensates the Company for assuming mortality and
expense risks for variable interests in the Contracts.
The mortality risk the Company assumes is that Insureds may
live for a shorter time than anticipated. If this
happens, the Company will pay more Net Death Benefits than
anticipated. The expense
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risk the Company assumes is that the expenses incurred in
issuing and administering the Contracts will exceed the
revenue generated by the administration charges in the
Contracts. If the charge for mortality and expense risks
is not sufficient to cover mortality experience and expenses,
the Company will absorb the losses. If the charge turns out
to be higher than mortality and expense risk experience,
the difference will be a profit to the Company.
- Fund Expenses - The value of the Units of the Sub-Accounts
will reflect the investment advisory fee and other expenses
of the Funds whose shares the Sub-Accounts purchase.
No charges are currently made against the Sub-Accounts for
federal or state income taxes. Should income taxes be imposed,
the Company may make deductions from the Sub-Accounts to pay the
taxes.
SURRENDER CHARGE - The Contract's contingent surrender charge is
a deferred sales charge and an unrecovered payment tax charge.
The deferred sales charge compensates the Company for
distribution expenses, including commissions to the Company's
representatives, advertising and the printing of prospectuses and
sales literature. The unrecovered payment tax charge is designed
to reimburse the Company for the unrecovered federal and state
taxes the Company has paid.
<TABLE>
<CAPTION>
Contract Year* 1 2 3 4 5 6 7 8 9 10+
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Deferred Sale Charge 7.50% 7.50% 6.00% 6.00% 4.50% 4.50% 3.00% 3.00% 1.50% 0%
Unrecovered Payment
Tax Charge 2.25% 2.00% 1.75% 1.25% 1.50% 1.00% 0.75% 0.50% 0.25% 0%
- ----------------------------------------------------------------------------------------
Total Surrender
Charge 9.75% 9.50% 7.75% 7.25% 5.75% 5.50% 3.75% 3.50% 1.75% 0%
</TABLE>
The surrender charge applies for ten Contract years. The
Company impose the surrender charge only if, during its
duration, the Contract Owner requests a full surrender or a
partial withdrawal in excess of the free withdrawal amount.
CHARGES ON PARTIAL WITHDRAWAL - Partial withdrawals in a
minimum amount of $500 may be made from the Contract value.
A transaction charge which is the smaller of 2% of the amount
withdrawn or $25.00 will be assessed in all cases.
A partial withdrawal charge may also be imposed upon a partial
withdrawal. For each partial withdrawal the Contract Owner
may withdraw an amount equal to 10% of the Contract value on
the date the written withdrawal request is received by the
Company less the total of any prior withdrawals in that
Contract year which were not subject to the partial withdrawal
charge, without incurring a partial withdrawal charge. Any
partial withdrawal in excess of this amount ("excess
withdrawal") will be subject to the partial withdrawal charge.
The partial withdrawal charge is equal to 5% of the
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<PAGE>
excess withdrawal up to the amount of the surrender charge(s)
on the date of withdrawal. There will be no partial withdrawal
charge if there is no applicable surrender charge on the date of
withdrawal.
The Contract's outstanding surrender charge will be reduced by
the amount of the partial withdrawal charge deducted. The
partial withdrawal charge deducted will decrease existing
surrender charges in the following order:
o first, the surrender charge for the most recent
increase in face amount;
o second, the surrender charges for the next most
recent increases successively; and
o last, the surrender charge for the initial face
amount.
(2) UNDERLYING SECURITIES.
THE PALLADIAN TRUST. Palladian Advisors, Inc. ("PAI") serves as
overall manager of The Palladian Trust and is responsible for
general investment supervisory services to the Portfolios. PAI
is located at 4225 Executive Square, Suite 355, La Jolla,
California 92037. The Trust and PAI have retained several
Portfolio Managers to manage the assets of each Portfolio.
PAI has also retained Tremont Advisors, Inc. to research,
evaluate, recommend and monitor the Portfolio Managers. Each
Portfolio Manager is paid on an incentive fee basis, which
could result in either higher than average advisory fees or,
possibly, no advisory fee at all, depending on how well each
Portfolio Manager performs. Tremont is located at
One Corporate Center at Rye, 555 Theodore Fremd Avenue,
Rye, New York 10580.
The Palladian Trust pays PAI and the Portfolio Managers a
monthly fee (the "advisory fee") based on the average daily net
assets of each Portfolio. There are two components to the
advisory fee: the basic fee and the incentive fee. The advisory
fee is structured to vary based upon the Portfolio's performance
(after expenses) compared to that of an appropriate market
benchmark selected for that Portfolio. The total advisory fee
for PAI, the Portfolio Advisor and the Portfolio Managers for
the first 12 months of operations (until February 1, 1997) is,
for each Portfolios, 0.80% of average daily net assets. As of
February 1, 1997, the Management and Advisory fee schedule
provides for an incentive performance fee for superior
performance; it also provided for a lower fee for sub-par
performance. The base fee will be 2.00%, but it may vary from
0.00% to 4.00% depending on the Portfolio's performance.
ALLMERICA INVESTMENT TRUST -- Allmerica Investment Trust is an
open-end, diversified management investment company registered
with the Commission under the 1940 Act. The Money Market Fund
of Allmerica Investment Trust is currently available under the
Contract. Shares of the Trust are not offered to the general
public but solely to such variable accounts. Other funds of
Allmerica Investment Trust are not currently offered under the
Contracts.
Allmerica Investment Management Company, Inc. ("AIMCO") is the
investment manager of Allmerica Investment Trust and, subject
to the direction of the Board of Trustees, handles the
day-to-day affairs of the Trust. AIMCO has entered into a
Sub-Adviser Agreement with its affiliate, Allmerica Asset
Management, Inc. ("AAM") for investment management services
for the Money Market Fund. Under the Sub-Adviser Agreement,
AAM is authorized to engage in portfolio transactions on behalf
of the Money Market Fund, subject to such general or specific
instructions as may be given by the Trustees. The terms of the
Sub-Adviser
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<PAGE>
Agreement cannot be materially changed without the approval of
a majority in interest of the shareholders of the Fund. Both
AIMCO and AAM are located at 440 Lincoln Street, Worcester,
Massachusetts, 01653.
Other than the expenses specifically assumed by AIMCO under the
Management Agreement, all expenses incurred in the operation of
the Trust are borne by it, including fees and expenses
associated with the registration and qualification of the
Trust's shares under the Securities Act of 1933, other fees
payable to the SEC, independent public accountant, legal and
custodian fees, association membership dues, taxes, interest,
insurance premiums, brokerage commission, fees and expenses of
the Trustees who are not affiliated with the Manager, expenses
for proxies, prospectuses, reports to shareholders and other
expenses.
For providing its services under the Management Agreement, AIMCO
will receive a fee, computed daily at an annual rate based on
the average daily net asset value of the Money Market Fund as
follows: 0.35% on net asset value up to $50,000,000; 0.25% on
the next $200,000,000; and 0.20% on the remainder. The fee is
paid from the assets of Money Market Fund. AIMCO is solely
responsible for the payment of all fees for investment
management services to AAM, which will be paid a fee of 0.10%,
computed daily at an annual rate based on the average daily
net asset value of the Money Market Fund.
The following are the expenses of the Underlying Funds,
(estimated for Portfolios of the Palladian Trust).
UNDERLYING MANAGEMENT OTHER TOTAL OPERATING
FUND FEES EXPENSES(2 ) EXPENSES
---------- --------- ----------- ----------------
Value 0.80%(1) 0.85%(2) 1.65%
Growth 0.80%(1) 1.10%(2) 1.90%
International Growth 0.80%(1) 1.23%(2) 2.03%
Global Strategic Income 0.80%(1) 1.23%(2) 2.03%
Global Interactive/Telecomm 0.80%(1) 0.96%(2) 1.76%
Money Market 0.29% 0.07% 0.36%(3)
(1) The total advisory fee for the Portfolios of The Palladian
Trust for the first 12 months of operations is 0.80% of its
average daily nets assets. After that time, there is an
incentive fee arrangement. The base fee is 2.00%, but may vary
from between 0.00% to 4.00%, depending on the Portfolio's
performance.
(2) Based on estimated for the current fiscal year.
(3) Under the Management Agreement with Allmerica Investment
Trust, Allmerica Investment Management Company, Inc. ("Manager")
has declared a voluntary expense limitation of 0.60% for
(3) DISTRIBUTIONS
No distributions are made to Contract Owners except voluntary
surrenders or partial withdrawals, and upon payment of death
proceeds. Surrenders and partial withdrawals may be subject to
the surrender and partial withdrawal charges described in
13(a)(1), above. Also SEE Item 21.
(4) CUMULATED OR REINVESTED DISTRIBUTIONS OR INCOME
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<PAGE>
Distributions from the Underlying Funds are reinvested by
Sub-Accounts of the Fulcrum Variable Life Separate Account
in additional shares of the respective Underlying Fund, without
charge, at net asset value.
(5) REDEEMED OR LIQUIDATED ASSETS OF THE TRUST'S SECURITIES
See "Surrender Charge" and "Charges on Partial Withdrawals"
under Item 13(a)(1) above.
(b) FOR EACH INSTALLMENT PAYMENT TYPE OF PERIODIC PAYMENT PLAN
CERTIFICATE OF THE TRUST, FURNISH INFORMATION WITH RESPECT TO
SALES LOAD AND OTHER DEDUCTIONS FROM PRINCIPAL PAYMENTS.
None. No deductions are made from payments prior to allocation
to the Company's General Account or the Fulcrum Variable Life
Separate Account. All charges and deductions are made from
Contract value, net assets of the Fulcrum Variable Life
Separate Account, or upon certain surrenders, partial
withdrawals, and decreases in face amount.
(c) STATE (1) THE AMOUNT OF SALES LOAD AS A PERCENTAGE OF THE NET
AMOUNT INVESTED, AND (2) THE AMOUNT OF TOTAL DEDUCTIONS AS A
PERCENTAGE OF THE NET AMOUNT INVESTED FOR EACH TYPE OF
SECURITY ISSUED BY THE TRUST.
A contingent deferred sales load is calculated at issuance of
the Contract and for increases in face amounts, but is
deducted if at all, only upon surrender or decreases in face
amount within 10 Contract years or less, depending upon issue
age. Also, a transaction charge and partial withdrawal
charge may be deducted on partial withdrawals.
(d) EXPLAIN FULLY THE REASONS FOR ANY DIFFERENCE IN THE PRICE AT
WHICH SECURITIES ARE OFFERED FOR ANY CLASS OF TRANSACTIONS TO
ANY CLASS OR GROUP OF OFFICERS, INCLUDING OFFICERS, DIRECTORS
OR EMPLOYEES OF THE DEPOSITION TRUSTEE, CUSTODIAN OR
PRINCIPAL UNDERWRITER.
Not Applicable.
(e) FURNISH A BRIEF DESCRIPTION OF ANY LOADS, FEES, EXPENSES OR
CHARGES NOT COVERED IN ITEM 13(A) WHICH MAY BE PAID BY
SECURITY HOLDERS IN CONNECTION WITH THE TRUST OR ITS
SECURITIES.
The Company reserves the right to impose a charge for changing
the allocation of any monthly deductions, or for a projection
of values. No such charges are currently imposed and any such
charge is guaranteed not to exceed $25.00.
(f) STATE WHETHER THE DEPOSITOR, PRINCIPAL UNDERWRITER, CUSTODIAN
OR TRUSTEE, OR ANY AFFILIATED PERSON OF THE FOREGOING, MAY
RECEIVE PROFITS OR OTHER BENEFITS NOT INCLUDED IN ANSWER TO
ITEM 13(A) OR 13(D) THROUGH THE SALE OR PURCHASE OF THE TRUST
SECURITIES OR INTERESTS IN SUCH SECURITIES, OR UNDERLYING
SECURITIES OR INTERESTS IN UNDERLYING SECURITIES, AND
DESCRIBE FULLY THE NATURE AND EXTENT OF SUCH PROFITS OR
BENEFITS.
Neither the Company, Allmerica Investments, Inc. nor any
affiliated person of the foregoing may receive any profit or
any other benefit from payments under the Contract or tie
investments held in the Fulcrum Variable Life Separate Account
not
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<PAGE>
included in the answer to Item 13(a) or (d) through the
sale of purchase of the Contract or shares of the Underlying
Funds, except that (1) the Company may receive a profit to
the extent that the cost of insurance built into the Contract
exceeds the actual cost of insurance needed to pay benefits;
(2) favorable mortality or expense experience may cause
the insurance provided to be profitable to the Company;
(3) the Company will compensate certain others, including the
Company's agents, for services rendered in connection with the
distribution of the Contract, as described in Item 38, but
such payments will be made from the Company's General Account;
and (4) the investment advisers of the respective Underlying
Funds will receive an advisory fee, as described in
Item 13(a)(2).
(g) STATE THE PERCENTAGE THAT THE AGGREGATE ANNUAL CHARGES AND
DEDUCTIONS FOR MAINTENANCE AND OTHER EXPENSES OF THE TRUST
BEAR TO THE DIVIDEND AND INTEREST INCOME FROM THE TRUST
PROPERTY DURING THE PERIOD COVERED BY THE FINANCIAL STATEMENTS
FILED HEREWITH.
Not Applicable. The Fulcrum Variable Life Separate Account
has no assets as of the date of this filing.
(h) OTHER
The Company will recoup commission and other sales expense
through a combination of surrender and partial withdrawal
charges, and the investment earnings in excess of the
interest credited on amounts allocated to the General Account.
The deduction of the charge for mortality and expense risks
assumed by the Company under the Contracts is within the
range of industry practice for comparable single premium
variable life insurance contracts. 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, 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 the payment of the Company's general expenses,
including distribution and sales expense.
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST
14. DESCRIBE THE PROCEDURE WITH RESPECT TO THE APPLICATIONS (IF ANY) AND
THE ISSUANCE AND AUTHENTICATION OF THE TRUST'S SECURITIES, AND
STATE THE SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR AGREEMENT
PERTAINING THERETO.
Individuals wishing to purchase a Contract must submit a completed
application to an authorized registered agent or to the Company's
Principal Office. The Company generally will issue a Contract only
on the lives of Insureds age 89 and under, who supply evidence of
insurability satisfactory to the Company. Acceptance is subject to
the Company's underwriting rules, and the Company reserves the right
to reject an application for any reason.
Within limits, applicants may choose the amount of the initial
premium desired. Currently, the minimum initial premium for which
a Contract may be issued is $25,000.
The Contract will be effective on the date of issue only after all
outstanding delivery requirements are satisfied and the Company has
received the initial premium. The date of
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<PAGE>
issue is the date used to determine all future periodic
transactions under the Contract, e.g., Contract months and Contract
years. Within limits, the Company may establish an earlier date of
issue.
If the Contract Owner makes the initial payment with the application,
and there has been no material misrepresentation on the application,
fixed, conditional insurance of up to the amount applied for but not
to exceed $500,000, will start as of the date of the application and
will generally continue for a maximum of 90 days. If a medical
examination of a person to be Insured is required by the Company's
underwriting rules, coverage on that person will not start until
completion of the examination. In no event will a death benefit be
provided under the conditional insurance agreement if death is by
suicide.
If the application is approved, the date of issue will be the date
the terms of the conditional insurance agreement are met. If the
Applicant does not wish to make any payment until the Contract is
issued, the Company will require payment upon delivery of the
Contract in order to place the Contract in force upon delivery of
the Contract. If the Contract is not issued, the Company will
issue an Annuity Contract to the Contract Owner. If the Contract
Owner elects not to receive an Annuity Contract, the premium will be
returned to the Applicant, WITHOUT INTEREST.
15. DESCRIBE THE PROCEDURE WITH RESPECT TO THE RECEIPT OF PAYMENTS FROM
PURCHASERS OF THE TRUST'S SECURITIES AND THE HANDLING OF THE
PROCEEDS THEREOF, AND STATE THE SUBSTANCE OF THE PROVISIONS OF ANY
INDENTURE OR AGREEMENT PERTAINING THERETO.
PREMIUM PAYMENTS - Payments are payable only to the Company, and
may be mailed to the Principal Office or paid through an authorized
agent of the Company. All payments are credited to the Fulcrum
Variable Life Separate Account or General Account as of date of
receipt at the Principal Office.
The Contract requires a single payment of at least $25,000 on or
before the Date of Issue. The initial payment is used to
determine the face amount of the Policy, by treating the initial
payment as equal to 100% of the Guideline Single premium. The
Contract owner may indicate the desired Face Amount on the
application. If the Face Amount specified exceeds 100% of the
Guideline Single Premium for the Payment Amount, the Application
will be amended and a Contract with a higher Face Amount will be
issued. If the Face Amount specified is less than 80% of the
Guideline Single Premium for the Payment amount, the application
will be amended and a Contract with a lower Face Amount will be
issued.
Additional Payments of at least $10,000 may be made as long as the
total Payments do not exceed the maximum payment specified in the
Contract. The total of all premiums paid can never exceed the
then-current maximum premium limitation determined by Internal
Revenue Service rules. Where total payments would exceed the
current maximum payment limits, the Company will only accept that
part of a Payment which will make total payments equal the maximum.
The Company will return any part of a payment that is greater than
that amount. However, the Company will accept a payment needed to
prevent Contract lapse during a contract year.
16. DESCRIBE THE PROCEDURE WITH RESPECT TO THE ACQUISITION OF UNDERLYING
SECURITIES AND THE DISPOSITION THEREOF, AND STATE THE SUBSTANCE OF
THE PROVISIONS OF ANY INDENTURE OR AGREEMENT PERTAINING THERETO.
Each Sub-Account of the Fulcrum Variable Life Separate Account
invests its assets in shares of a corresponding Underlying Fund.
Purchases and redemptions of such shares
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<PAGE>
are made at net asset value, with no deduction for sales load.
Amounts of net purchase payments allocated to a Sub-Account,
transfers to that Sub-Account, and reserve adjustment transfers,
if any, will be netted as of each valuation date against amounts
withdrawn from the Sub-Account in connection with Contract
surrenders, partial withdrawals, transfers, and death benefits, as
well as the asset charge and amounts paid to the Company in lieu
of taxes, if any. A net purchase or sale of Underlying Fund shares
will be made for a Sub-Account at net asset value. All income,
dividends and realized gain distributions of a Underlying Fund
will be reinvested in shares of the respective Underlying Fund at
net asset value. Valuation dates currently occur on each day on
which the New York Stock Exchange is open for trading, and on such
other days where there is a sufficient degree of trading in a
Underlying Fund's securities such that the current net asset value
of the Sub-Accounts may be materially affected.
17. (a) DESCRIBE THE PROCEDURE WITH RESPECT TO WITHDRAWAL OR REDEMPTION
BY SECURITY HOLDERS.
SURRENDER - A Contract Owner may at any time surrender the
Contract and receive its surrender value (i.e., Contract
value, less Debt and applicable surrender charges) upon
written request signed by the Contract Owner and return of the
Contract to the Principal Office. The surrender value will be
based on the Contract value as of the valuation date on which
the request and Contract are received at the Principal Office.
A surrender charge may be deducted when a Contract is
surrendered. See Item 13(a), "Surrender."
The surrender value is normally payable within seven days
following the Company's receipt of the surrender request. The
Company reserves the right to defer surrenders and partial
withdrawals of amounts funded by each Sub-Account during any
period when (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 Sub-Account is not
reasonably practicable.
The right is reserved by the Company to defer surrenders and
partial withdrawal of amounts allocated to the Company's
General Account for a period not to exceed six months.
PARTIAL WITHDRAWAL - At any time after the first Contract year,
a Contract Owner may redeem a portion of the Contract value of
his or her Contract, subject to the limits stated below, upon
written request signed by the Contract Owner and filed at the
Principal Office. Where allocations have been made to more
than one account, a percentage of the partial withdrawal may
be allocated to each such account. The written request must
indicate the dollar amount the Contract Owner wishes to receive
and the account from which such amount is to be redeemed.
The Contract Owner may allocate the amount withdrawn among the
Sub-Accounts and the General Account. If no allocation
instructions are provided, the Company will make a pro rata
allocation.
A partial withdrawal from a Sub-Account will result in
cancellation of a number of Units equivalent in value to the
amount withdrawn, computed as of the valuation date that the
request is received at the Company's Principal Office. The
amount
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<PAGE>
withdrawn equals the amount requested by the Contract
Owner plus any applicable charges. The Company will normally
pay the amount of the partial withdrawal within seven days,
but may delay payment under certain circumstances described
above under "Surrender." Each partial withdrawal must be in a
minimum amount of $1000, or the entire amount in a Sub-Account,
if less. The Company will not allow a partial withdrawal if
it would reduce the Contract Value below $25,000. The Face
amount is reduced proportionately based on the ratios of the
amount of the partial withdrawal and charges to the Contract
Value on the date of withdrawal. See Item 13(a), "Partial
Withdrawals."
(b) FURNISH THE NAMES OF ANY PERSONS WHO MAY REDEEM OR REPURCHASE,
OR ARE REQUIRED TO REDEEM OR REPURCHASE, THE TRUST'S SECURITIES
OR UNDERLYING SECURITIES FROM SECURITY HOLDERS, AND THE
SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR AGREEMENT
PERTAINING THERETO.
The Company is required to process all surrender and partial
withdrawal requests as described in Item 17(a).
The Underlying Funds will redeem their shares upon the
Company's request in accordance with the Investment Company
Act of 1940. Redeemed shares may later be reissued.
(c) INDICATE WHETHER REPURCHASED OR REDEEMED SECURITIES WILL BE
CANCELED OR MAY BE RESOLD.
If a Contract is surrendered, the Contract will be canceled
and may not be reissued.
If a Contract terminates due to lapse or foreclosure, the
Contract may be reinstated as provided below.
TERMINATION - The Contract will terminate if on a monthly
processing date the surrender value is zero or less. If this
situation occurs, the Contract will be in default. The
Contract Owner will then have a grace period of 62 days,
measured from the date of default, to make a payment sufficient
to prevent termination. On the date of default, the Company
will send a notice to the Contract Owner and to any assignee on
record. The notice will state the amount of premium due and
the date on which it is due. Failure to make a sufficient
payment within the grace period will result in termination of
the Contract without any Contract value. If the Insured dies
during the grace period, the Net Death Benefit will still be
payable, but any overdue charges will be deducted from the Net
Death Benefit.
REINSTATEMENT - If the Contract has not been surrendered and
the Insured is alive, the terminated Contract may be
reinstated anytime within three years after the date of default
by submitting the following to the Company: (1) a written
application for reinstatement; (2) evidence of insurability
showing the Insured is insurable according to the Company's
underwriting rules; (3) a payment that is large enough to
cover the cost of all contract charges that were due and
unpaid during the grace period and to keep the Contact in
force for three months; and (4) a payment or reinstatement of
any loan against the Contract that existed at the end of the
grace period.
SURRENDER CHARGE - For the purpose of measuring the surrender
charge period, the contract will be reinstated as of the date
of default. The surrender charge on the date of reinstatement
is the surrender charge which would have been in effect on
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<PAGE>
the date of default.
CONTRACT VALUE ON REINSTATEMENT - The Contract value on the
date of reinstatement is:
o the payment made to reinstate the Contract increased by
interest from the date the payment was received at the
Company's Principal Office; plus
o the Contract value less any outstanding loan on the date
of default (to the extent it does not exceed the
surrender charge on the date of reinstatement); minus
o the Monthly Deductions due on the date of reinstatement.
The Contract Owner may reinstate any outstanding loan.
18. (a) DESCRIBE THE PROCEDURE WITH RESPECT TO THE RECEIPT, CUSTODY
AND DISPOSITION OF THE INCOME AND OTHER DISTRIBUTABLE FUNDS
OF THE TRUST AND STATE THE SUBSTANCE OF THE PROVISIONS OF
ANY INDENTURE OR AGREEMENT PERTAINING THERETO.
Distributions with respect to the shares of a Underlying Fund
held by a Sub-Account are reinvested in shares of that
Underlying Fund at net asset value. Such shares are added to
the assets of the respective Sub-Account.
(b) DESCRIBE THE PROCEDURE, IF ANY, WITH RESPECT TO THE
REINVESTMENT OF DISTRIBUTIONS TO SECURITY HOLDERS AND STATE
THE SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR AGREEMENT
PERTAINING THERETO.
No distributions are made to Contract Owners other than in
connection with a death benefit or with a Contract
Owner-initiated loan, partial withdrawal or surrender of the
Contract. See Items 13(a) and 21.
(c) IF ANY RESERVES OR SPECIAL FUNDS ARE CREATED OUT OF INCOME OR
PRINCIPAL, STATE WITH RESPECT TO EACH SUCH RESERVE OR FUND
THE PURPOSE AND ULTIMATE DISPOSITION THEREOF, AND DESCRIBE THE
MANNER OF HANDLING SAME.
Payments placed in the Fulcrum Variable Life Separate Account
constitute certain reserves for benefits under the Contract.
(d) SUBMIT A SCHEDULE SHOWING THE PERIODIC AND SPECIAL
DISTRIBUTIONS WHICH HAVE BEEN MADE TO SECURITY HOLDERS
DURING THE THREE YEARS COVERED BY THE FINANCIAL STATEMENTS
FILED HEREWITH. STATE FOR EACH SUCH DISTRIBUTION THE
AGGREGATE AMOUNT AND AMOUNT PER SHARE. IF DISTRIBUTIONS FROM
SOURCES OTHER THAN CURRENT INCOME HAVE BEEN MADE, IDENTIFY
EACH SUCH OTHER SOURCE AND INDICATE WHETHER SUCH DISTRIBUTION
REPRESENTS THE RETURN OF PRINCIPAL PAYMENTS TO SECURITY HOLDERS.
IF PAYMENTS OTHER THAN CASH WERE MADE, DESCRIBE THE NATURE
THEREOF, THE ACCOUNT CHARGED AND THE BASIS OF DETERMINING THE
AMOUNT OF SUCH CHARGE.
Not Applicable. The Fulcrum Variable Life Separate Account has
not begun business operations.
19. DESCRIBE THE PROCEDURE WITH RESPECT TO THE KEEPING OF RECORDS AND
ACCOUNTS OF THE TRUST, THE
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<PAGE>
MAKING OF REPORTS AND THE FURNISHING OF INFORMATION TO
SECURITY HOLDERS, AND THE SUBSTANCE OF THE PROVISIONS OF ANY
INDENTURE OR AGREEMENT PERTAINING THERETO.
The Company will maintain the records and books of the Fulcrum
Variable Life Separate Account. The Company will also maintain
records for each Contract, including the number and value of units
of each Sub-Account credited to each Contract and the value of
accumulations in the General Account.
Issuance and transfer of Underlying Fund shares will be by book
entry only. Stock certificates will not be issued to the Company
or Fulcrum Variable Life Separate Account. Shares ordered from the
Underlying Funds will be recorded in an appropriate title for the
Fulcrum Variable Life Separate Account or appropriate Sub-Account.
Contract Owners will be sent promptly statements of significant
transactions such as premium payments, changes in specified face
amount, transfers among Sub-Accounts and the General Account, partial
withdrawals, increases in loan amount by the Contractowner, loan
repayments, lapse, termination for any reason, and reinstatement.
An annual statement will also be sent to the Contract Owner within
30 days after a Contract year. The annual statement will summarize
all of the above transactions and deductions of charges during the
Contract year. It will also set forth the status of the death
benefit, Contract value, surrender value, amounts in the Sub-Accounts
and General Account, and any Contract loan(s).
In addition, the Contract Owner will be sent semi-annual reports
containing financial statements and other information for the
Fulcrum Variable Life Separate Account, AIT, and the Palladian Trust,
as required by the 1940 Act.
20. STATE THE SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR AGREEMENT
CONCERNING THE TRUST WITH RESPECT TO THE FOLLOWING:
(a) AMENDMENTS TO SUCH INDENTURE OR AGREEMENT.
Not Applicable.
(b) THE EXTENSION OR TERMINATION OF SUCH INDENTURE OR AGREEMENT.
Not Applicable.
(c) THE REMOVAL OR RESIGNATION OF THE TRUSTEE OR CUSTODIAN, OR
THE FAILURE OF THE TRUSTEE OR CUSTODIAN TO PERFORM ITS DUTIES,
OBLIGATIONS AND FUNCTIONS.
The Company will act as the custodian of assets of the Fulcrum
Variable Life Separate Account. The Company may appoint
another custodian. In such event, the custodial agreement will
provide that the assets owned by the Fulcrum Variable Life
Separate Account shall be delivered directly by the Company to
a successor custodian.
(d) THE APPOINTMENT OF A SUCCESSOR TRUSTEE AND THE PROCEDURE IF A
SUCCESSOR TRUSTEE IS NOT APPOINTED.
Not Applicable.
(e) THE REMOVAL OR RESIGNATION OF THE DEPOSITOR, OR THE FAILURE OF
THE DEPOSITOR TO PERFORM
- 23 -
<PAGE>
ITS DUTIES, OBLIGATIONS AND FUNCTIONS.
There is no such provision in an indenture or agreement.
Under Delaware law, the Company may not abrogate its
obligation under the Contracts.
(f) THE APPOINTMENT OF A SUCCESSOR DEPOSITOR AND THE PROCEDURE
IF A SUCCESSOR DEPOSITOR IS NOT APPOINTED.
There is no such provision in any indenture or agreement.
21. (a) STATE THE SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR
AGREEMENT WITH RESPECT TO LOANS TO SECURITY HOLDERS.
Loans may be obtained by request to the Company on the sole
security of the Contract. The total amount which may be
borrowed is the loan value. The Loan Value is 90% of an
amount is equal to the Contract value less surrender charges.
The minimum loan amount is $ 1,000. The maximum loan amount
is the Loan Value minus any outstanding loans.
A Contract loan may be allocated among the General Account
and one or more Sub-Accounts. If the Contract Owner does not
make an allocation, the Company will allocate the loan among
the accounts in the same proportion that the Contract value
in the General Account (other than value reflecting an
outstanding loan), and the Contract value in each Sub-Account
bear to the total Contract value (other than value reflecting an
outstanding loan) on the date the Company receives the loan
request. Contract value in each Sub-Account equal to the
Contract loan allocated to such Sub-Account will be transferred
to the General Account, and the number of Units equal to
Contract value so transferred will be canceled. Amounts
transferred to or held in the General Account to secure Debt
will earn interest at a rate equal to an effective annual
yield of at least 4.0%.
PREFERRED LOAN OPTION - Any portion of the Outstanding Loan
that represents earnings in the Contract, a loan from an
exchanged life insurance policy that was as carried over to
the Contract, or the gain in the exchanged life insurance
policy that was carried over to the Contract may be treated
as a preferred loan. The guaranteed annual interest rate
credited to the Contract Value securing a preferred loan will
be at least 5.5%. The available percentage of the gain
carried over from an exchanged policy less any policy loan
carried over which will be eligible for preferred loan
treatment is as follows:
BEGINNING OF CONTRACT YEAR UNLOANED GAIN AVAILABLE
-------------------------- -----------------------
1 0%
2 10%
3 20%
4 30%
5 40%
6 50%
7 60%
8 70%
9 80%
10 90%
11 100%
- 24 -
<PAGE>
LOAN INTEREST CHARGED - Interest accrues daily and is payable in
arrears at the annual rate of 6.0%. Interest is payable at the end
of each Contract year or on a pro rata basis for such shorter
period as the loan may exist. Interest not paid when due will
be added to the loan principal and bear interest at the same rate.
REPAYMENT OF LOANS - Loans may be repaid at any time prior to the
lapse of the Contract. Upon repayment of Debt, the portion of the
Contract value that is in the General Account securing the loan
will be transferred to the various Sub-Accounts in accordance with
the Contract Owner's instructions. If the Contract Owner does not
make a repayment allocation, the Company will allocate Contract
value in accordance with the Contractowner's most recent payment
allocation instructions; provided, however, that loan repayments
allocated to the Fulcrum Variable Life Separate Account cannot
exceed Contract value previously transferred from the Fulcrum
Variable Life Separate Account to secure the outstanding loan.
FORECLOSURE - If Debt exceeds the surrender value of the Contract, the
Contract will terminate. A notice of such pending termination will be
mailed to the last known address of the Contract Owner and any
assignee. If the excess Debt is not paid within 62 days after this
notice is mailed, the Contract will terminate with no value. A
Contract may be reinstated following loan foreclosure.
- 25 -
<PAGE>
(b) FURNISH A BRIEF DESCRIPTION OF ANY PROCEDURE OR ARRANGEMENT
BY WHICH LOANS ARE MADE AVAILABLE TO SECURITY HOLDERS BY THE
DEPOSITOR, PRINCIPAL UNDERWRITER, TRUSTEE OR CUSTODIAN, OR
ANY AFFILIATED PERSON OF THE FOREGOING.
See item 21(a), above. No other loans are made, except under
the terms of life insurance Contracts which may be issued by
the depositor or affiliated insurance companies.
(c) IF SUCH LOANS ARE MADE, FURNISH THE AGGREGATE AMOUNT OF LOANS
OUTSTANDING AT THE END OF THE LAST FISCAL YEAR, THE AMOUNT OF
INTEREST COLLECTED DURING THE LAST FISCAL YEAR ALLOCATED TO
THE DEPOSITOR, PRINCIPAL UNDERWRITER, TRUSTEE OR CUSTODIAN OR
AFFILIATED PERSON OF THE FOREGOING, AGGREGATE AMOUNT OF LOANS
IN DEFAULT AT THE END OF THE LAST FISCAL YEAR COVERED BY
FINANCIAL STATEMENTS FILED HEREWITH.
Not Applicable.
22. STATE THE SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR
AGREEMENT WITH RESPECT TO LIMITATIONS ON THE LIABILITIES OF THE
DEPOSITOR, TRUSTEE OR CUSTODIAN, OR ANY OTHER PARTY TO SUCH
INDENTURE OR AGREEMENT.
The Contracts provide that the Company shall not be charged with
notice of any assignment of the Contract unless it is in writing and
filed at the Company's Principal Office. The Company assumes no
liability for the validity of any assignment.
23. DESCRIBE ANY BONDING ARRANGEMENT FOR OFFICERS, DIRECTORS, PARTNERS
OR EMPLOYEES OF THE DEPOSITOR OR PRINCIPAL UNDERWRITER OF THE TRUST,
INCLUDING THE AMOUNT OF COVERAGE AND THE TYPE OF BOND.
The Company and Allmerica Investments, Inc. are named Insureds
under a blanket bond in the amount of $20 million, issued by
Lloyds of London. The bond covers officers, directors, and
employees of the Company and Allmerica Investments, Inc., all of
whom are employees of First Allmerica.
AIT maintains a fidelity bond pursuant to Rule 17(g) under the
1940 Act, in the amount of $2 million, issued by Lloyds of London.
The bond covers directors and officers of AIT, who may also be
director or officers of the depositor and principle underwriter,
and employees of First Allmerica who are "access persons" of AIT.
24. STATE THE SUBSTANCE OF ANY OTHER MATERIAL PROVISIONS OF ANY
INDENTURE OR AGREEMENT CONCERNING THE TRUST OR ITS SECURITIES
AND A DESCRIPTION OF ANY OTHER MATERIAL FUNCTIONS OR DUTIES OF
THE DEPOSITOR, TRUSTEE OR CUSTODIAN NOT STATED IN ITEM 10 OR
ITEMS 14 TO 23 INCLUSIVE.
PARTICIPATION AGREEMENT. The Company and Fulcrum Variable Life
Separate account will enter into Participation Agreements with AIT,
and The Palladian Trust, which define the terms under which the
Sub-Accounts of Fulcrum Variable Life Separate Account invest in
the Underlying Funds.
CONTRACT OWNER - The Contract Owner is the Insured unless another
Contract Owner has been named in the application for the Contract.
The Contract Owner is generally entitled to exercise all rights
under a Contract while the Insured is alive, subject to the
consent of any irrevocable beneficiary (the consent of a revocable
beneficiary is not required). The consent of the Insured is
required whenever the face amount of insurance is increased.
- 26 -
<PAGE>
BENEFICIARY - The beneficiary is the person or persons to whom the
insurance proceeds are payable upon the Insured's death. Unless
otherwise stated in the Contract, the beneficiary has no rights in
the Contract before the death of the Insured. While the Insured
is alive, the Contract Owner may change any beneficiary unless
the Contract Owner has declared a beneficiary to be irrevocable.
If no beneficiary is alive when the Insured dies, the Contract
Owner (or the Contract Owner's estate) will be the beneficiary.
If more than one beneficiary is alive when the Insured dies, they
will be paid in equal shares, unless the Contract Owner has chosen
otherwise. Where there is more than one beneficiary, the interest
of a beneficiary who dies before Insured will pass to surviving
beneficiaries proportionally.
INCONTESTABILITY - The Company will not contest the validity of a
Contract after it has been in force during the Insured's lifetime
for two years from the date of issue.
SUICIDE - The Net Death Benefit will not be paid if the Insured
commits suicide, while sane or insane, generally within two years
from the date of issue. Instead, the Company will pay the
beneficiary an amount equal to all payments paid for the Contract,
without interest, less any outstanding Debt and less any partial
withdrawals.
AGE AND SEX - If the Insured's age or sex as stated in the
application for a Contract is not correct, benefits under a
Contract will be adjusted to reflect the correct age and sex. The
adjustment will be based upon the ratio of the Maximum Payment for
the Contract to the Maximum payment for the Contract issued for
the correct age or sex. The benefit will be that which the most
recent cost of insurance charge would have purchased for the
correct age and sex. In no event will the death benefit be
reduced to less than the Guideline Minimum Sum Insured. In the
case of a Contract issued on a unisex basis, this provision (as it
relates to misstatement of sex) does not apply.
ASSIGNMENT - The Contract Owner may assign a Contract as
collateral or make an absolute assignment of the Contract. All
rights under the Contract will be transferred to the extent of the
assignee's interest. When recorded, the assignment will take
effect as of the date the written request was signed. The Company
is not bound by an assignment or release thereof, unless it is in
writing and is recorded at the Company's Principal Office. Any
rights created by the assignment will be subject to any payments
made or actions taken by the Company before the assignment is
recorded. The Company is not responsible for the validity of any
assignment or release.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. STATE THE FORM OF ORGANIZATION OF THE DEPOSITOR OF THE TRUST, THE
NAME OF THE STATE OR OTHER SOVEREIGN POWER UNDER THE LAWS OF WHICH
THE DEPOSITOR WAS ORGANIZED AND THE DATE OF ORGANIZATION.
The Company is a stock life insurance company organized as a
corporation under the laws of the State of Delaware on July 26,
1974. Prior to January 1, 1982, the Company was known as the
"American Variable Annuity Life Assurance Company." The Company
is the successor in interest by virtue of merger to a life
insurance company of that name which was organized under the laws
of the State of Arkansas in January 1967. Effective October 1,
1995, the Company changed its name to "Allmerica Financial Life
Insurance and Annuity Company."
The Company is an indirect subsidiary of First Allmerica
Financial Life Insurance Company
-27-
<PAGE>
("First Allmerica"), which in turn is a wholly-owned subsidiary
of Allmerica Financial Corporation, 440 Lincoln Street,
Worcester, Massachusetts, 01653.
26. (a) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO ALL
FEES RECEIVED BY THE DEPOSITOR OF THE TRUST IN CONNECTION WITH
THE EXERCISE OF ANY FUNCTIONS OR DUTIES CONCERNING SECURITIES.
OF THE TRUST DURING THE PERIOD COVERED BY THE FINANCIAL
STATEMENTS FILED HEREWITH:
Not Applicable.
(b) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO ANY FEE OR
ANY PARTICIPATION IN FEES RECEIVED BY THE DEPOSITOR FROM ANY
UNDERLYING INVESTMENT COMPANY OR ANY AFFILIATED PERSON OR
INVESTMENT ADVISER OF SUCH COMPANY:
The Company has not received any such fee or participation.
(1) THE NATURE OF SUCH FEE OR PARTICIPATION.
Not Applicable.
(2) THE NAME OF THE PERSON MAKING PAYMENTS.
Not Applicable.
(3) THE NATURE OF THE SERVICES RENDERED IN CONSIDERATION FOR
SUCH FEE OR PARTICIPATION.
Not Applicable.
(4) THE AGGREGATE AMOUNT RECEIVED DURING THE LAST FISCAL YEAR
COVERED BY THE FINANCIAL STATEMENTS FILED HEREWITH.
Not Applicable.
27. DESCRIBE THE GENERAL CHARACTER OF THE BUSINESS ENGAGED IN BY
THE DEPOSITOR INCLUDING A STATEMENT AS TO ANY BUSINESS OTHER THAN
THAT OF DEPOSITOR OF THE TRUST. IF THE DEPOSITOR ACTS OR HAS
ACTED IN ANY CAPACITY WITH RESPECT TO ANY INVESTMENT COMPANY OR
COMPANIES OTHER THAN THE TRUST, STATE THE NAME OR NAMES OF SUCH
COMPANY OR COMPANIES, THEIR RELATIONSHIP, IF ANY, TO THE TRUST,
AND THE NATURE OF THE DEPOSITOR'S ACTIVITIES THEREWITH. IF THE
DEPOSITOR HAS CEASED TO ACT IN SUCH NAMED CAPACITY, STATE THE
DATE OF AND CIRCUMSTANCES SURROUNDING SUCH CESSATION.
The Company is licensed to write life insurance, health
insurance, and variable contracts in the District of Columbia,
Puerto Rico, the Virgin Islands, and all states except New York
and Hawaii.
The Company offers variable life and annuity Contracts through
other of its Separate Accounts, all of which are registered as
unit investment trusts under the Investment Company Act of 1940.
The Company served as investment adviser for its Separate Account
VA-A (formerly the "American Variable Annuity Fund") from 1967
until 1969. The Company also served as principal underwriter for
Separate Account VA-A from 1967 until 1972.
-28-
<PAGE>
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28. (a) FURNISH AS AT LATEST PRACTICABLE DATE THE FOLLOWING
INFORMATION WITH RESPECT TO THE DEPOSITOR OF THE TRUST, WITH
RESPECT TO EACH OFFICER, DIRECTOR, OR PARTNER OF THE DEPOSITOR,
AND WITH RESPECT TO EACH NATURAL PERSON DIRECTLY OR INDIRECTLY
OWING OR HOLDING WITH POWER TO VOTE 5% OR MORE OF THE OUTSTANDING
VOTING SECURITIES OF THE DEPOSITOR.
(i) NAME AND PRINCIPAL BUSINESS ADDRESS.
(ii) NATURE OF RELATIONSHIP OR AFFILIATION WITH DEPOSITOR OF THE
TRUST;
(iii) OWNERSHIP OF ALL SECURITIES OF THE DEPOSITOR;
(iv) OWNERSHIP OF ALL SECURITIES OF THE TRUST;
(v) OTHER COMPANIES OF WHICH EACH PERSON NAMED ABOVE IS PRESENTLY
OFFICER, DIRECTOR OR PARTNER.
See 28(b) and 29, below.
(b) FURNISH A BRIEF STATEMENT OF THE BUSINESS EXPERIENCE DURING THE LAST
FIVE YEARS OF EACH OFFICER, DIRECTOR OR PARTNER OF THE DEPOSITOR.
The principal occupations and business experience for the last five
years of Directors and Executive Officers of the Company are
as follows:
-29-
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
<S> <C>
Bruce C. Anderson Director of First Allmerica since 1996; Vice President, First
Director Allmerica
Abigail M. Armstrong Secretary of First Allmerica since 1996; Counsel, First Allmerica
Secretary and Counsel
John P. Kavanaugh Director of First Allmerica since 1996; Vice President, First
Director and Vice President Allmerica
John F. Kelly Director of First Allmerica since 1996; Senior Vice President,
Director General Counsel and Assistant Secretary, First Allmerica
James R. McAuliffe Director of First Allmerica since 1996; President and CEO,
Director Citizens Insurance Company of America since 1994; Vice
President, First Allmerica, 1982 tp 1994; Chief Investment
Officer, First Allmerica, 1986 to 1994
John F. O'Brien Director, Chairman of the Board, President and Chief Executive
Director and Chairman of the Officer, First Allmerica
Board
Edward J. Parry Vice President and Treasurer, First Allmerica since 1993;
Vice President and Treasurer Assistant Vice President, 1992 to 1993; Manager, Price
(Chief Accounting Officer) Waterhouse, 1987 to 1992
Richard M. Reilly Director of First Allmerica since 1996; Vice President, First
Director, President and Chief Allmerica; Director, Allmerica Investments, Inc.; Director and
Executive Officer President, Allmerica Investment Management Company, Inc.
since 1990
Larry C. Renfro Director of First Allmerica since 1996; Vice President, First
Director Allmerica
Eric A. Simonsen Director of First Allmerica since 1996; Vice President and Chief
Director, Vice President and Chief Financial Officer, First Allmerica
Financial Officer
Phillip E. Soule Director of First Allmerica since 1996; Vice President, First
Director Allmerica
</TABLE>
-30-
<PAGE>
COMPANIES OWNING SECURITIES OF DEPOSITOR
29. FURNISH AS AT LATEST PRACTICABLE DATE THE FOLLOWING INFORMATION WITH
RESPECT TO EACH COMPANY WHICH DIRECTLY OR INDIRECTLY OWNS, CONTROLS
OR HOLDS WITH POWER TO VOTE 5% OR MORE OF THE OUTSTANDING VOTING
SECURITIES OF DEPOSITOR.
The Company is a wholly-owned subsidiary of SMA Financial Corp.,
440 Lincoln Street, Worcester, Massachusetts, which in turn is a
wholly-owned subsidiary of First Allmerica, which in turn is a
wholly-owned subsidiary of Allmerica Financial Corporation. All
are located at 440 Lincoln Street, Worcester, Massachusetts. The
Company and Allmerica Financial Corporation are Delaware
corporation; First Allmerica and SMA Financial Corp. are
organized under the laws of the Commonwealth of Massachusetts.
CONTROLLING PERSONS
30. FURNISH AS AT LATEST PRACTICABLE DATE THE FOLLOWING INFORMATION
WITH RESPECT TO ANY PERSON OTHER THAN THOSE COVERED BY ITEMS 28,
29, AND 42 WHO DIRECTLY OR INDIRECTLY CONTROLS THE DEPOSITOR.
None.
COMPENSATION OF OFFICERS AND DIRECTORS
COMPENSATION OF OFFICERS OF DEPOSITOR
31. FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO THE REMUNERATION
FOR SERVICES PAID BY THE DEPOSITOR DURING THE LAST FISCAL YEAR
COVERED FINANCIAL STATEMENTS FILED HEREWITH;
(a) DIRECTLY TO EACH OF THE OFFICERS OR PARTNERS OR THE DEPOSITOR
DIRECTLY RECEIVING THE THREE HIGHEST AMOUNTS OF REMUNERATION;
None. All officers of the Company are employees of the
Company's parent, First Allmerica, and receive no
remuneration from the Company.
(b) DIRECTLY TO ALL OFFICERS OR PARTNERS OF THE DEPOSITOR AS A
GROUP EXCLUSIVE OF PERSONS WHOSE REMUNERATION IS INCLUDED UNDER
ITEM 31(A), STATING SEPARATELY THE AGGREGATE AMOUNT PAID BY THE
DEPOSITOR ITSELF AND THE AGGREGATE AMOUNT PAID BY ALL THE
SUBSIDIARIES;
None. All officers of the Company are employees of the
Company's parent, First Allmerica, and receive no
remuneration from the Company. The Company has no
subsidiaries.
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor;
Not Applicable. The Company has no subsidiaries.
COMPENSATION OF DIRECTORS
32. FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO THE REMUNERATION
FOR SERVICES, EXCLUSIVE OF REMUNERATION REPORTED UNDER ITEM 31, PAID
BY THE DEPOSITOR DURING THE LAST FISCAL YEAR COVERED BY FINANCIAL
STATEMENTS FILED HEREWITH:
-31-
<PAGE>
(a) THE AGGREGATE DIRECT REMUNERATION TO DIRECTORS;
None. All directors of the Company are employees of the
Company's parent, First Allmerica, and receive no remuneration
from the Company.
(b) INDIRECTLY OR THROUGH SUBSIDIARIES TO DIRECTORS.
Not Applicable. The Company has no subsidiaries.
COMPENSATION TO EMPLOYEES
33. (a) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO THE AGGREGATE
AMOUNT OF REMUNERATION FOR SERVICES OF ALL EMPLOYEES OF THE
DEPOSITOR (EXCLUSIVE OF PERSONS WHOSE REMUNERATION IS
REPORTED IN ITEMS 31 AND 32) WHO RECEIVED REMUNERATION IN
EXCESS OF $10,000 DURING THE LAST FISCAL YEAR COVERED BY
FINANCIAL STATEMENTS FILED HEREWITH FROM THE DEPOSITOR AND
ANY OF ITS SUBSIDIARIES.
None. The Company has no employees. All corporate services
are provided by employees of First Allmerica, pursuant to
the terms of a Service Agreement between the Company and
First Allmerica.
(b) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO THE AGGREGATE
AMOUNT OF REMUNERATION FOR SERVICES INFORMATION DURING THE
LAST FISCAL YEAR COVERED BY FINANCIAL STATEMENTS FILED
HEREWITH TO THE FOLLOWING CLASSES OF PERSONS (EXCLUSIVE OF
THOSE PERSONS COVERED BY ITEM 33(A)): (1) SALES MANAGERS,
BRANCH MANAGERS, DISTRICT MANAGERS AND OTHER PERSONS
SUPERVISING THE SALE OF REGISTRANT'S SECURITIES; (2)
SALESMEN, SALES AGENTS, CANVASSERS AND OTHER PERSONS MAKING
SOLICITATIONS BUT NOT IN SUPERVISORY CAPACITY; (3)
ADMINISTRATIVE AND CLERICAL EMPLOYEES; AND (4) OTHERS
(SPECIFY). IF A PERSON IS EMPLOYED IN MORE THAN ONE
CAPACITY, CLASSIFY ACCORDING TO PREDOMINANT TYPE OF WORK.
Not Applicable.
COMPENSATION TO OTHER PERSONS
34. FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO THE
AGGREGATE AMOUNT OF COMPENSATION FOR SERVICES PAID ANY PERSON
(EXCLUSIVE OF PERSONS WHOSE REMUNERATION IS REPORTED IN ITEMS 31,
32 AND 33), WHOSE AGGREGATE COMPENSATION IN CONNECTION WITH
SERVICES RENDERED WITH RESPECT TO THE TRUST IN ALL CAPACITIES
EXCEED $10,000 DURING THE LAST FISCAL YEAR COVERED BY FINANCIAL
STATEMENTS FILED HEREWITH FROM THE DEPOSITOR AND ANY OF ITS
SUBSIDIARIES.
The Company has retained Norton Development Group, Inc., 48
Bi-State Plaza, Old Tappan, New Jersey 07675 to provide
consulting services with respect to the design of the Contract.
It is anticipated that aggregate compensation will not exceed
$50,000, which will be paid by the Company and not the trust.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF-SECURITIES
35. FURNISH THE NAMES OF THE STATES IN WHICH SALES OF THE TRUST'S
SECURITIES (A) ARE CURRENTLY BEING MADE, (B) ARE PRESENTLY
PROPOSED TO MADE, AND (C) HAVE BEEN DISCONTINUED, INDICATING BY
APPROPRIATE LETTER THE STATUS WITH RESPECT TO EACH STATE.
-32-
<PAGE>
(a) Sale of the Contracts has not commenced in any state.
(b) Following the effectiveness of the Fulcrum Variable Life
Separate Account's registration statement under the
Securities Act of 1933, and obtaining required approvals
under state law, the Company proposes issuing the Contracts
in the District of Columbia, Virgin Islands, and Puerto Rico
and in all states except New York and Hawaii.
(c) Not Applicable.
36. IF SALES OF THE TRUST'S SECURITIES HAVE AT ANY TIME SINCE JANUARY 1,
1936 BEEN SUSPENDED FOR MORE THAN A MONTH, DESCRIBE BRIEFLY THE
REASONS FOR SUCH SUSPENSION.
Not Applicable.
37. (a) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO EACH INSTANCE
WHERE SUBSEQUENT TO JANUARY 1, 1937, ANY FEDERAL OR STATE
GOVERNMENTAL OFFICER, AGENCY, OR REGULATORY BODY DENIED
AUTHORITY TO DISTRIBUTE SECURITIES OF THE TRUST, EXCLUDING A
DENIAL WHICH WAS MERELY A PROCEDURAL STEP PRIOR TO ANY
DETERMINATION BY SUCH OFFICER, ETC., AND WHICH DENIAL WAS
SUBSEQUENTLY RESCINDED.
(1) NAME OF OFFICER, AGENCY OR BODY
None.
(2) DATE OF DENIAL
Not Applicable.
(3) BRIEF STATEMENT OF REASONS GIVEN FOR DENIAL
Not Applicable.
(b) FURNISH THE FOLLOWING INFORMATION WITH REGARD TO EACH INSTANCE
WHERE, SUBSEQUENT TO JANUARY 1, 1937, THE AUTHORITY TO
DISTRIBUTE SECURITIES OF THE TRUST HAS BEEN REVOKED BY ANY
FEDERAL OR STATE GOVERNMENTAL OFFICER, AGENCY OR REGULATORY
BODY.
(1) NAME OF OFFICER, AGENCY OR BODY
None.
(2) DATE OF REVOCATION
Not Applicable.
(3) BRIEF STATEMENT OF REASONS GIVEN FOR REVOCATION
Not Applicable.
-33-
<PAGE>
38. (a) FURNISH A GENERAL DESCRIPTION OF THE METHOD OF DISTRIBUTION OF
SECURITIES OF THE TRUST.
Allmerica Investments, Inc., an indirect subsidiary of First
Allmerica, will act as principal underwriter of the
Contracts pursuant to a Sales and Administrative Agreement
with the Company and the Fulcrum Variable Life Separate
Account. Allmerica Investments, Inc. is a broker-dealer and
a member of the National Association of Securities Dealers,
Inc. The Contracts will be sold by registered
representatives of Allmerica Investments, Inc. or of other
broker-dealers which have selling agreements with Allmerica
Investments, Inc., and who have been appointed as agents of
the Company .
(b) STATE THE SUBSTANCE OF ANY CURRENT SELLING AGREEMENT BETWEEN
EACH PRINCIPAL UNDERWRITER AND THE TRUST OR THE DEPOSITOR,
INCLUDING A STATEMENT AS TO THE INCEPTION AND TERMINATION
DATES OF THE AGREEMENT, ANY RENEWAL AND TERMINATION
PROVISIONS, AND MY ASSIGNMENT PROVISIONS.
The Company and Fulcrum Variable Life Separate Account will
execute a Sales and Administrative Services Agreement
("Agreement") with Allmerica Investments, Inc., its
principal underwriter. Unless otherwise terminated, the
Agreement shall continue in effect from year to year. The
Agreement may be terminated by any party at any time upon
giving 60 days' written notice to the other parties, and
terminates automatically in the event of its assignment.
(c) STATE THE SUBSTANCE OF ANY CURRENT AGREEMENTS OR ARRANGEMENTS
OF EACH PRINCIPAL UNDERWRITER WITH DEALERS, AGENTS,
SALESMEN, ETC., WITH RESPECT TO COMMISSIONS AND OVERRIDING
COMMISSIONS, TERRITORIES, FRANCHISES, QUALIFICATIONS, AND
REVOCATIONS. IF THE TRUST IS THE ISSUER OF PERIODIC PAYMENT
PLAN CERTIFICATES, FURNISH SCHEDULES OF COMMISSIONS AND THE
BASES THEREOF. IN LIEU OF A STATEMENT CONCERNING SCHEDULES
OF COMMISSIONS, SUCH SCHEDULES OF COMMISSIONS MAY BE FILED
AS EXHIBIT A(3)(C).
Registered representatives of Allmerica Investments, Inc. or
of broker-dealers which have selling agreements with
Allmerica Investments, Inc. will be appointed as agents of
the Company in order to sell the Contract. Such agents will
be required to pass applicable NASD examinations, and
qualify under applicable state insurance licensing
requirements. Agents who sell the Contract will receive
commissions based on a commission schedule, and Managers who
supervise the agents will receive overriding commissions.
(A). Maximum Initial Compensation payable by the Company
with respect to the sale and distribution of the Contracts
shall be 8.0% of initial and subsequent payments. The
Maximum Initial Compensation is reduced for issue ages 65
and older, and is payable as follows:
ISSUE AGE MAXIMUM INITIAL COMPENSATION
65 and Under 8.00%
66 - 75 7.70%
76 - 85 6.75%
86 + 4.95%
Of the Maximum Initial Compensation above, between 6.50% and
7.00% shall be payable by the Company as Broker-Dealer sales
commissions. The remainder shall be payable to Western
Capital Financial Group, Inc., 4225 Executive Square
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La Jolla CA 92037, for administrative and support services with
respect to the distribution of the Contracts ("Variable Life
Promotional Allowance").
(B). In addition to the amount specified in (A) above as
Maximum Initial Compensation, 0.50% shall be payable to
Western Capital Financial Group, Inc. with respect to
product development/consultation ("Product Development Fees").
(C). In addition to the Commissions payable in (A),
Broker-Dealers shall be paid deferred compensation beginning in
contract year 11 as follows:
Deferred Compensation: COI based:50% of standard (even
if the Contract charges substandard COI charges in
beginning in contract year 11
Trail: 0.25% of account value (unloaned assets) each
quarter, beginning in contract year 11.
(D). If the level of Commissions payable to the Broker-Dealer
as set forth in (A) increases or decreases, the Variable Life
Promotional Allowance decreases or increases accordingly, such
that the total compensation payable by the Company shall be
equal to the Maximum Initial Compensation set forth in (A).
INFORMATION CONCERNING PRINCIPAL UNDERWRITER
39. (a) STATE THE FORM OF ORGANIZATION OF EACH PRINCIPAL UNDERWRITER OF
SECURITIES OF THE TRUST, THE NAME OF THE STATE OR OTHER
SOVEREIGN POWER UNDER THE LAWS OF WHICH EACH UNDERWRITER
WAS ORGANIZED AND THE DATE OF ORGANIZATION.
The principal underwriter of the Contracts, Allmerica
Investments, Inc., was incorporated under the laws of the
Commonwealth of Massachusetts on March 27, 1969.
(b) STATE WHETHER ANY PRINCIPAL UNDERWRITER CURRENTLY DISTRIBUTING
SECURITIES OF THE TRUST IS A MEMBER OF THE NATIONAL ASSOCIATION
OF SECURITIES DEALERS, INC. (NASD).
Allmerica Investments, Inc., will be the underwriter of the
Contracts. Western Capital Financial Group, Inc. will provide
wholesaling services with respect to the distribution of the
Contract.. Both are members of the NASD. The Company is also
registered as a broker-dealer, and is a member of the NASD.
40. (a) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO ALL FEES
RECEIVED BY EACH PRINCIPAL UNDERWRITER OF THE TRUST FROM THE
SALE OF SECURITIES OF THE TRUST AND ANY OTHER FUNCTIONS IN
CONNECTION THEREWITH EXERCISED BY SUCH UNDERWRITER IN SUCH
CAPACITY OR OTHERWISE DURING THE PERIOD COVERED BY THE
FINANCIAL STATEMENT FILED HEREWITH.
None.
(b) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO ANY FEE
OR ANY PARTICIPATION IN FEES RECEIVED BY EACH PRINCIPAL
UNDERWRITER FROM ANY UNDERLYING INVESTMENT COMPANY OR ANY
AFFILIATED PERSON OR INVESTMENT ADVISER OF SUCH COMPANY:
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None.
(1) THE NATURE OF SUCH FEE OR PARTICIPATION.
None.
(2) THE NAME OF THE PERSON MAKING PAYMENT.
None.
(3) THE NATURE OF THE SERVICES RENDERED IN CONSIDERATION FOR
SUCH FEE OR PARTICIPATION.
None.
(4) THE AGGREGATE AMOUNT RECEIVED DURING THE LAST FISCAL YEAR
COVERED BY THE FINANCIAL STATEMENTS FILED HEREWITH.
None.
41. (a) DESCRIBE THE GENERAL CHARACTER OF THE BUSINESS PRINCIPAL
UNDERWRITER, INCLUDING A STATEMENT AS TO ANY BUSINESS OTHER
THAN THE DISTRIBUTION OF SECURITIES OF THE TRUST. IF A
PRINCIPAL UNDERWRITER ACTS OR HAS ACTED IN ANY CAPACITY WITH
RESPECT TO ANY INVESTMENT COMPANY OR COMPANIES OTHER THAN
THE TRUST, STATE THE NAME OR NAMES OF SUCH COMPANY OR
COMPANIES, THEIR RELATIONSHIP, IF ANY, TO THE TRUST AND THE
NATURE OF SUCH ACTIVITIES. IF A PRINCIPAL UNDERWRITER HAS
CEASED TO ACT IN SUCH NAMED CAPACITY, STATE THE DATE OF AND
CIRCUMSTANCES SURROUNDING SUCH CESSATION.
Allmerica Investments, Inc. is a registered broker-dealer
and a member of the NASD. Allmerica Investments, Inc. is a
retail broker-dealer of variable contracts (including life
and annuities) issued by the Company and of affiliated and
unaffiliated mutual funds. Allmerica Investments, Inc. acts
as principal underwriter of variable annuity and variable
life contracts issued by Separate Accounts of the Company
and of First Allmerica, which are registered as unit
investment trusts under the 1940 Act in connection with the
issuance of variable annuity and variable life contracts.
Allmerica Investments also acts as principal underwriter of
AIT and Allmerica Funds, which are management investment
companies under the 1940 Act. The variable contracts issued
by the Company are sold through registered representatives
of Allmerica Investments, Inc., who are also licensed as
insurance agents of the Company.
(b) FURNISH AS AT LATEST PRACTICABLE DATE THE ADDRESS OF EACH
BRANCH OFFICE OF EACH PRINCIPAL UNDERWRITER CURRENTLY
SELLING SECURITIES OF THE TRUST AND FURNISH THE NAME AND
RESIDENCE ADDRESS OF THE PERSON IN CHARGE OF SUCH OFFICE.
Not Applicable. The Fulcrum Variable Life Separate Account
is not yet issuing securities.
(c) FURNISH THE NUMBER OF INDIVIDUAL SALESMEN OF EACH PRINCIPAL
UNDERWRITER THROUGH WHOM ANY OF THE SECURITIES OF THE TRUST
WERE DISTRIBUTED FOR THE LAST FISCAL YEAR OF THE TRUST
COVERED BY THE FINANCIAL STATEMENTS FILED HEREWITH AND
FURNISH THE AGGREGATE AMOUNT OF COMPENSATION RECEIVED BY
SUCH SALESMEN IN SUCH YEAR.
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Not Applicable. The Contracts have not yet been issued.
42. FURNISH AS AT LATEST PRACTICABLE DATE THE FOLLOWING INFORMATION WITH
RESPECT TO EACH PRINCIPAL UNDERWRITER CURRENTLY DISTRIBUTING
SECURITIES OF THE TRUST AND WITH RESPECT TO EACH OF THE OFFICERS,
DIRECTORS OR PARTNERS OF SUCH UNDERWRITER (OWNERSHIP OF SECURITIES
OF THE TRUST).
Not Applicable. The Contracts have not yet been issued.
43. FURNISH, FOR THE LAST FISCAL YEAR COVERED BY THE FINANCIAL STATEMENTS
FILED HEREWITH, THE AMOUNT OF BROKERAGE COMMISSIONS RECEIVED BY
ANY PRINCIPAL UNDERWRITER WHO IS A MEMBER OF A NATIONAL
SECURITIES EXCHANGE AND WHO IS CURRENTLY DISTRIBUTING THE
SECURITIES OF THE TRUST OR EFFECTING TRANSACTIONS FOR THE TRUST
IN THE PORTFOLIO SECURITIES OF THE TRUST.
Not Applicable.
OFFERING PRICE OR ACQUISITION VALUATION OF SECURITIES OF THE TRUST
44. (a) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO THE METHOD OF
VALUATION USED BY THE TRUST FOR THE PURPOSES OF DETERMINING
THE OFFERING PRICE TO THE PUBLIC OF SECURITIES ISSUED THE
TRUST OR THE VALUATION OF SHARES OR INTERESTS IN THE
UNDERLYING SECURITIES ACQUIRED BY THE HOLDER OF A PERIODIC
PAYMENT PLAN CERTIFICATE.
Each payment is allocated to the General Account of the
Company or to the Sub-Account(s) selected by the
Contractowner. Allocations to the Sub-Accounts are credited
to the Contract in the form of Units. Units are credited
separately for each Sub-Account. The number of Units of
each Sub-Account credited to the Contract is equal to the
portion of the payment allocated to the Sub-Account, divided
by the dollar value of the applicable Unit as of the
valuation date the payment is received at the Company's
Principal Office. The number of Units resulting from each
payment will remain fixed unless changed by a subsequent
split of Unit value, transfer, partial withdrawal or
surrender. In addition, if the Company deducts charges from
a Sub-Account (as a result of Contract Owner instructions or
the pro rata allocation of charges if the Contract Owner has
given no instruction), each such deduction will result in
cancellation of a number of Units equal in value to the
charge allocated to the Sub-Account. The dollar value of a
Unit of each Sub-Account varies from valuation date to
valuation date based on the investment experience of that
Sub-Account. That experience, in turn, will reflect the
investment performance, expenses and charges of the
respective underlying Funds. The value of a Unit is set at
$1.00 on the first Valuation Date of each Sub-Account.
The dollar value of a Unit of a Sub-Account varies from
Valuation Date to Valuation Date based on the investment
experience of that Sub-Account. This investment experience
reflects the investment performance, expenses and charges of
the Underlying Fund in which the Sub-Account invests. The
value of each Unit was set at $1.00 on the first Valuation
Date of each Sub-Account.
The value of a Unit on any Valuation Date is the product of:
- The dollar value of the Unit on the preceding Valuation
Date; times
- The net investment factor.
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Net Investment Factor - The net investment factor measures the
investment performance of a Sub-Account during the Valuation
Period just ended. The net investment factor for each
Sub-Account is the result of:
- The net asset value per share of a Fund held in the
Sub-Account determined at the end of the current Valuation
Period; plus
- The per share amount of any dividend or capital
gain distributions made by the Fund on shares in the
Sub-Account if the "ex-dividend" date occurs during the
current Valuation Period; divided by
- The net asset value per share of a Fund share held in
the Sub-Account determined as of the end of the immediately
preceding Valuation Period; minus
- The mortality and expense risk charge for each day in
the Valuation Period, currently at an annual rate of 0.90%
of the daily net asset value of that Sub-Account.
The net investment factor may be greater or less than one.
Therefore, the value of a Unit may increase or decrease.
The Contract Owner bears the investment risk.
Allocations to the General Account are not converted into
Units, but are credited interest at a rate periodically set
by the Company.
(b) FURNISH A SPECIMEN SCHEDULE SHOWING THE COMPONENTS OF THE
OFFERING PRICE OF THE TRUST'S SECURITIES AS OF THE LATEST
PRACTICABLE DATE.
No Contracts have been issued or offered for sale to the public.
(c) IF THERE IS ANY VARIATION IN OFFERING PRICE OF THE TRUST'S
SECURITIES TO ANY PERSON OR CLASSES OF PERSONS OTHER THAN
UNDERWRITERS, STATE THE NATURE AND AMOUNT OF SUCH VARIATION
AND INDICATE THE PERSON OR CLASSES OF PERSONS TO WHOM SUCH
OFFERING IS MADE.
At any time, the "price" of a Unit of a Sub-Account will be
the same for all Contract Owners. However, the cost of
insurance charges for the Contracts will not be the same for
all Contract Owners. The insurance principles of pooling
and distribution of mortality risks is based upon the
assumption that each Contract Owner pays a cost of insurance
charge commensurate with the Insured's mortality risk, which
is actuarially determined based upon factors such as age,
sex, health and occupation. In the context of life
insurance, a uniform mortality charge (the "cost of
insurance charge") for all Insureds would discriminate
unfairly in favor of those Insureds representing greater
mortality risks to the disadvantage of those representing
lesser risks. Accordingly, there will be a different
"price" for each actuarial category of Contract Owners
because different cost of insurance rates will apply. The
"price" will also vary based on net amount at risk. The
Contracts will be offered and sold pursuant to this cost of
insurance schedule, the Company's underwriting standards,
and in accordance with state insurance laws. Such laws
prohibit unfair discrimination among Insureds, but recognize
that premiums must be based upon factors such as age, health
and occupation. Tables showing the maximum cost of
insurance charges will be delivered as part of the Contract.
45. FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO ANY SUSPENSION OF
THE REDEMPTION RIGHTS
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OF THE SECURITIES ISSUED BY THE TRUST DURING THE THREE FISCAL YEARS
COVERED BY THE FINANCIAL STATEMENTS FILED HEREWITH:
Not Applicable.
(a) BY WHOSE ACTION REDEMPTION RIGHTS WERE SUSPENDED.
Not Applicable.
(b) THE NUMBER OF DAYS' WRITTEN NOTICE GIVEN TO SECURITY HOLDERS
PRIOR TO SUSPENSION OF REDEMPTION RIGHTS.
Not Applicable.
(c) REASON FOR SUSPENSION.
Not Applicable.
(d) PERIOD DURING WHICH SUSPENSION WAS IN EFFECT.
Not Applicable.
46. (a) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO THE METHOD OF
DETERMINING THE REDEMPTION OR WITHDRAWAL VALUATION OF SECURITIES
ISSUED BY THE TRUST:
(1) THE SOURCE OF QUOTATIONS USED TO DETERMINE THE VALUE OF
PORTFOLIO SECURITIES.
The Sub-Accounts invest only in shares of the
Underlying Funds. Shares of each are sold and redeemed
at their net asset value as next computed after receipt
of the purchase or redemption order. Each purchase or
redemption is confirmed in a written statement of the
number of shares purchased or redeemed and the
aggregate number of shares currently held by the
respective Sub-Accounts. See Item 44(a).
(2) WHETHER OPENING, CLOSING, BID, ASKED OR ANY OTHER PRICE
ISSUED. See 44(a) and 46(a)(1), above.
(3) WHETHER PRICE IS AS OF THE DAY OF SALE OR AS OF ANY OTHER
TIME.
See 44(a) and 46(a)(1), above.
(4) A BRIEF DESCRIPTION OF THE METHODS USED BY REGISTRANT FOR
DETERMINING OTHER ASSETS AND LIABILITIES INCLUDING ACCRUAL
FOR EXPENSES AND TAXES (INCLUDING TAXES ON UNREALIZED
APPRECIATION).
CONTRACT VALUE AND SURRENDER VALUE - The Contract value
is the total amount available for investment and is
equal to the sum of the accumulation in the General
Account and the value of the Units in the Sub-Accounts.
The Contract value is used in determining the
surrender value (the Contract value less any loans and
applicable surrender charges). There is no guaranteed
minimum Contract value. Because Contract value on any
date depends upon a number of variables, it cannot be
predetermined. Contract value and surrender value will
reflect frequency and amount of net premiums paid,
interest credited to
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accumulations in the General Account, the investment
performance of the chosen Sub-Accounts of the Fulcrum
Variable Life Separate Account, any partial
withdrawals, any loans, any loan repayments, any loan
interest paid or credited, and any charges assessed in
connection with the Contract.
CALCULATION OF CONTRACT VALUE - The Contract value is
determined first on the date of issue and thereafter on
each valuation date. On the date of issue, the
Contract value will be the payments received, plus any
interest earned during the period when premiums are
held in the General Account (before being transferred
to the Fulcrum Variable Life Separate Account) less any
Monthly Deductions due. On each valuation date after
the date of issue the Contract value will be:
(a) the aggregate of the values in each of the Sub-Accounts on
the valuation date, determined for each Sub-Account by
multiplying the value of a Unit in that Sub-Account on
that date by the number of such Units allocated to the
Contract; PLUS
(b) the value in the General Account (including any amounts
transferred to the General Account with respect to a loan).
Thus, the Contract value is determined by multiplying the
number of Units in each Sub-Account by the value of the
applicable Units on the particular valuation date, adding
the products, and adding the amount of the accumulations in
the General Account, if any. Also see Item 44(a), above.
Because of its current tax status, the Company does not
expect to incur any federal income tax liabilities that
would be charged to the Fulcrum Variable Life Separate
Account, and the Company does not intend to make a charge
for federal income taxes. The Company may, however, incur
state and local taxes (in addition to premium taxes) in
several states. At present, these taxes are not
significant. If there is a material change in state or
local tax laws, charges for such taxes, if any, attributable
to the Fulcrum Variable Life Separate Account may be made.
(5) OTHER ITEMS WHICH REGISTRANT DEDUCTS FROM THE NET ASSET
VALUE IN COMPUTING REDEMPTION VALUE OF
ITS SECURITIES.
Units of the Sub-Accounts will be redeemed at net asset
value. However, under the Contracts, a surrender or
partial redemption may be subject to Surrender charges.
See 13(a), "SURRENDER CHARGES" and "PARTIAL WITHDRAWAL"
(6) WHETHER ADJUSTMENTS ARE MADE FOR FRACTIONS.
No adjustments are made for fractions.
(b) FURNISH A SPECIMEN SCHEDULE SHOWING THE COMPONENTS OF THE
REDEMPTION PRICE TO THE HOLDERS OF THE TRUST'S SECURITIES AS OF
THE LATEST PRACTICABLE DATE.
No Contracts have been issued or offered for sale to the public.
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO
SECURITY HOLDERS
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<PAGE>
47. FURNISH A STATEMENT AS TO THE PROCEDURE WITH RESPECT TO THE
MAINTENANCE OF A POSITION IN THE UNDERLYING SECURITIES OR
INTERESTS IN THE UNDERLYING SECURITIES, THE EXTENT AND NATURE
THEREOF AND THE PERSON WHO MAINTAINS SUCH A POSITION. INCLUDE A
DESCRIPTION OF THE PROCEDURE WITH RESPECT TO THE PURCHASE OF
UNDERLYING SECURITIES OR INTERESTS IN THE UNDERLYING SECURITIES
FROM SECURITY HOLDERS WHO EXERCISE REDEMPTION OR WITHDRAWAL
RIGHTS AND THE SALE OF SUCH UNDERLYING SECURITIES AND INTERESTS
IN THE UNDERLYING SECURITIES TO OTHER SECURITY HOLDERS. STATE
WHETHER THE METHOD OF VALUATION OF SUCH UNDERLYING SECURITIES OR
INTERESTS IN UNDERLYING SECURITIES DIFFERS FROM THAT SET FORTH IN
ITEMS 44 AND 46. IF ANY ITEM OF EXPENDITURE INCLUDED IN THE
DETERMINATION OF THE VALUATION IS NOT OR MAY NOT ACTUALLY BE
INCURRED OR EXPENDED, EXPLAIN THE NATURE OF SUCH ITEM AND WHO MAY
BENEFIT FROM THE TRANSACTION.
All purchases and redemptions of shares of the Underlying Funds
are at net asset value. Other separate accounts of the Company
currently invest in shares of AIT, and AIT issues shares to
separate accounts of First Allmerica and may issue shares to
separate accounts of other affiliated insurance companies. The
Palladian Trust may issue shares to unaffiliated insurance
companies. All transactions are at net asset value. The Company
will redeem sufficient shares of the Underlying Funds to pay
certain life insurance proceeds, benefits at maturity, or
surrender proceeds, or for other purposes contemplated by the
Contract.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. FURNISH THE FOLLOWING INFORMATION AS TO EACH TRUSTEE OR CUSTODIAN OF
THE TRUST.
(a) NAME AND PRINCIPAL ADDRESS:
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
(b) FORM OF ORGANIZATION:
Stock life insurance company.
(c) STATE OR OTHER SOVEREIGN POWER UNDER THE LAWS OF WHICH THE
TRUSTEE OR CUSTODIAN WAS ORGANIZED.
Incorporated under the laws of Delaware.
(d) NAME OF GOVERNMENTAL SUPERVISING OR EXAMINING AUTHORITY.
Delaware Insurance Department. The Company is also subject to
examination by the insurance departments of each state in which
it does business.
49. STATE THE BASIS FOR PAYMENT OF FEES OR EXPENSES OF THE TRUSTEE OR
CUSTODIAN FOR SERVICES RENDERED WITH RESPECT TO THE TRUST AND ITS
SECURITIES, AND THE AMOUNT THEREOF FOR THE LAST FISCAL YEAR.
INDICATE THE PERSON PAYING SUCH FEES OR EXPENSES. IF ANY FEES OR
EXPENSES ARE PREPAID, STATE THE UNEARNED AMOUNTS.
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The Company deducts the following monthly charges from the Contract
Value:
- Maintenance Fee -- a $2.50 Maintenance Fee from Contracts with
a Contract Value of less than $50,000
- Administration Charge -- 0.40% on an annual basis for the
administrative expenses
- Monthly Insurance Protection Charge -- 0.20% to 2.50%
(depending on the type of Contract and Underwriting Class) on
an annual basis for the cost of insurance
For the first ten Contract years, the Company also deducts the
following monthly charges from the Contract Value:
- Distribution Fee -- 0.30% on an annual basis for distribution
expenses
- Federal and State Payment Tax Charge -- 0.40% on an annual
basis for federal, state and local taxes
The following daily charge is deducted from the Sub-Accounts of the
Variable Account:
- Mortality and Expense Risk Charge -- 0.90% on an annual basis
for the mortality and expense risks. This charge is imposed
to compensate the Company for its assumption of certain
mortality and expense risks. Such expense risks include the
risks of increased costs associated with the custodian
function.
The charges below apply only if the Contract Owner surrenders the
Contract or make partial withdrawals:
- Surrender Charge - This charge applies on full surrenders
within ten Contract years. The surrender charge begins at
9.75% of the Payment(s) and decreases to 0% by the tenth
Contract year.
- Partial Withdrawal Costs - The Company deducts from the
Contract Value the following charges for partial withdrawals:
- A transaction fee of 2.0% of the amount withdrawn, not
to exceed $25, for each partial withdrawal for
processing costs; and
- A surrender charge on a withdrawal exceeding the "Free 10%
Withdrawal," described below.
As the Fulcrum Variable Life Separate Account has not begun business
operations, no fees have been paid.
50. STATE WHETHER THE TRUSTEE OR CUSTODIAN OR ANY OTHER PERSON HAS OR
MAY CREATE A LIEN ON THE ASSETS OF THE TRUST, AND, IF SO, GIVE FULL
PARTICULARS, OUTLINING THE SUBSTANCE OF THE PROVISIONS OF ANY
INDENTURE OR AGREEMENT WITH RESPECT THERETO.
None. Under Delaware law, the assets supporting Contract reserves
in the Fulcrum Variable Life Separate Account may not be charged
with any liabilities arising out of any
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other business of the Company.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO INSURANCE OF
HOLDERS OF SECURITIES:
Interests in the Fulcrum Variable Life Separate Account are sold
only to fund the Contracts. Other than the Contracts themselves, no
insurance is sold to Contract Owners with interests in the Sub-
Accounts, in connection with such interests.
(a) THE NAME AND ADDRESS OF THE INSURANCE COMPANY.
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
(b) THE TYPES OF CONTRACTS AND WHETHER INDIVIDUAL OR GROUP
CONTRACTS.
The Contracts are modified single payment individual life
insurance Contracts.
(c) THE TYPES OF RISKS INSURED AND EXCLUDED.
The Contracts are offered to individuals age 89 and under,
subject to the Company's underwriting standards. The Company
assumes the risk that the deduction made for mortality and
expense risks will prove inadequate to cover actual insurance
costs and expenses.
(d) THE COVERAGE OF THE CONTRACTS.
The Contracts provide insurance coverage on the life of the
Insured. The Face Amount is stated in each Contract. Death
Benefits will be reduced by any outstanding loans and any
due and unpaid contract charges.
(e) THE BENEFICIARIES OF SUCH CONTRACTS AND THE USES TO WHICH THE
PROCEEDS OF CONTRACTS MUST BE PUT.
The beneficiary is named by the Contract Owner to receive
the death benefit. The interest of any beneficiary will be
subject to any assignment made by the Contract Owner. The
Contract Owner may declare a beneficiary to be revocable
(changed any time by written request) or irrevocable (may be
changed only with the written consent of the beneficiary).
The interest of a beneficiary who dies before the Insured
will pass to surviving beneficiaries. If all beneficiaries
die before the Insured, the death proceeds will pass to the
Contract Owner.
(f) THE TERMS AND MANNER OF CANCELLATION AND OF REINSTATEMENT.
See Item 17(a) for the manner of cancellation and reinstatement.
(g) THE METHOD OF DETERMINING THE AMOUNT OF PREMIUMS TO BE PAID BY
HOLDERS OF SECURITIES.
See answer to Item 13(a) for amount of charges imposed and 44(a)
and 44(c)
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for the manner in which the premium is determined.
(h) THE AMOUNT OF AGGREGATE PREMIUMS PAID TO THE INSURANCE COMPANY
DURING THE LAST FISCAL YEAR.
The Company has not yet begun issuing the Contracts. In
calendar year 1995, the aggregate payments paid to the
Company under all other life, accident and health insurance
Contracts and annuity contracts was approximately _____
(i) WHETHER ANY PERSON OTHER THAN THE INSURANCE COMPANY RECEIVES
ANY PART OF SUCH PREMIUMS, THE NAME OF EACH SUCH PERSON AND THE
AMOUNTS INVOLVED, AND THE NATURE OF THE SERVICES RENDERED
THEREFOR.
No person other than the Company receives any part of the
payments. However, the Company may from time to time enter
into reinsurance agreements with First Allmerica or other
insurance companies under which certain insurance risks,
premium income and related expenses are assumed by First
Allmerica or such other insurance companies.
(j) THE SUBSTANCE OF ANY OTHER MATERIAL PROVISIONS OF ANY INDENTURE
OR AGREEMENT OF THE TRUST RELATING TO INSURANCE.
None.
VII. CONTRACT OF REGISTRANT
52. (a) FURNISH THE SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR
AGREEMENT WITH RESPECT TO THE CONDITIONS UPON WHICH AND THE
METHOD OF SELECTION BY WHICH PARTICULAR PORTFOLIO SECURITIES
MUST OR MAY BE ELIMINATED FROM THE ASSETS OF THE TRUST OR
MUST OR MAY BE REPLACED BY OTHER PORTFOLIO SECURITIES. IF
AN INVESTMENT ADVISER OR OTHER PERSON IS TO BE EMPLOYED IN
CONNECTION WITH SUCH SELECTION, ELIMINATION OR SUBSTITUTION,
STATE THE NAME OF SUCH PERSON, THE NATURE OF ANY AFFILIATION
TO THE DEPOSITOR, TRUSTEE OR CUSTODIAN, AND ANY PRINCIPAL
UNDERWRITER, AND THE AMOUNT OF REMUNERATION TO BE RECEIVED
FOR SUCH SERVICES. IF ANY PARTICULAR PERSON IS NOT
DESIGNATED IN THE INDENTURE OR AGREEMENT, DESCRIBE BRIEFLY
THE METHOD OF SELECTION OF SUCH PERSON.
The investment policy of each Sub-Account of the Fulcrum
Variable Life Separate Account is to invest in a particular
Underlying Fund.
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 of the Fulcrum
Variable Life Separate Account or that the Sub-Accounts of
the Fulcrum Variable Life Separate Account may purchase. If
the shares of an Underlying Fund are no longer available for
investment or if in the Company's judgment further
investment in any Underlying Fund should become
inappropriate in view of the purposes of the Fulcrum
Variable Life Separate Account or the affected Sub-Account,
the Company may redeem the shares of that Underlying Fund
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 and prior approval of the SEC and state
insurance authorities, to the extent required by the 1940
Act or other applicable law.
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The Company also reserves the right to establish additional
Sub-Accounts of the Fulcrum Variable Life Separate Account,
each of which would invest in shares corresponding to a new
Underlying Fund 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 deemed available to existing Contract
Owners on a basis to be determined by the Company. If the
Company deems it to be in the best interest of Contract
Owners, and subject to any approvals that may be required
under applicable law, the Variable Account or Sub-Account
may be operated as a management company under the 1940 Act,
may be deregistered if registration is no longer required,
or may be combined with other separate accounts of the
Company.
If any of these substitutions or changes are made, the
Company way by appropriate endorsement change the Contract
to reflect the substitution or change.
(b) FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO EACH
TRANSACTION INVOLVING THE ELIMINATION OF ANY UNDERLYING
SECURITY DURING THE PERIOD COVERED BY THE FINANCIAL STATEMENTS
FILED HEREWITH.
Not Applicable.
(c) DESCRIBE THE CONTRACT OF THE TRUST WITH RESPECT TO THE
SUBSTITUTION AND ELIMINATION OF THE UNDERLYING SECURITIES OF
THE TRUST WITH RESPECT TO:
(1) THE GROUNDS FOR ELIMINATION AND SUBSTITUTION;
See 52(a), above.
(2) THE TYPE OF SECURITIES WHICH MAY BE SUBSTITUTED FOR ANY
UNDERLYING SECURITY;
See 52(a), above.
(3) WHETHER THE ACQUISITION OF SUCH SUBSTITUTED SECURITY OR
SECURITIES WOULD CONSTITUTE THE CONCENTRATION OF INVESTMENT
IN A PARTICULAR INDUSTRY OR GROUP OF INDUSTRIES OR WOULD
CONFORM TO A CONTRACT OF CONCENTRATION OF INVESTMENT IN A
PARTICULAR; INDUSTRY OR GROUP OF INDUSTRIES;
Not Applicable.
(4) WHETHER SUCH SUBSTITUTED SECURITIES MAY BE THE SECURITIES
OF ANY OTHER INVESTMENT COMPANY; AND
See 52(a), above.
(5) THE SUBSTANCE OF THE PROVISIONS OF ANY INDENTURE OR
AGREEMENT WHICH AUTHORIZE OR RESTRICT THE CONTRACT OF THE
REGISTRANT IN THIS REGARD.
See 52(a) above.
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(d) FURNISH A DESCRIPTION OF ANY (EXCLUSIVE OF CONTRACTS COVERED BY
PARAGRAPH (A) AND (B) HEREIN) OF THE TRUST WHICH IS DEEMED A
MATTER OF FUNDAMENTAL CONTRACT AND WHICH IS ELECTED TO BE
TREATED AS SUCH.
None.
REGULATED INVESTMENT COMPANY
53. (a) STATE THE TAXABLE STATUS OF THE TRUST.
Because of its current tax status, the Company does not
expect to incur any federal income tax liabilities that
would be charged to the Fulcrum Variable Life Separate
Account, and the Company does not intend to make a charge
against the assets of the Fulcrum Variable Life Separate
Account for federal income taxes. The Company may, however,
incur state and local taxes (in addition to premium taxes)
in several states. At present, these taxes are not
significant. If there is a material change in state or
local tax laws, charges for such taxes, if any, attributable
to the Fulcrum Variable Life Separate Account may be made.
See also 46(a), above.
(b) STATE WHETHER THE TRUST QUALIFIED FOR THE LAST TAXABLE AS A
REGULATED INVESTMENT COMPANY AS DEFINED IN SECTION 851 OF
THE INTERNAL REVENUE CODE OF 1954, AND STATE ITS PRESENT
INTENTION WITH RESPECT TO SUCH QUALIFICATION DURING THE
CURRENT TAXABLE YEAR.
Not Applicable.
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. IF THE TRUST IS NOT THE ISSUER OF PERIODIC PAYMENT PLAN CERTIFICATES,
FURNISH THE FOLLOWING INFORMATION WITH RESPECT TO EACH CLASS OR
SERIES OF ITS SECURITIES.
Not Applicable.
55. IF THE TRUST IS THE ISSUER OF PERIODIC PAYMENT PLAN CERTIFICATES, A
TRANSCRIPT OF A HYPOTHETICAL ACCOUNT SHALL BE FILED IN APPROXIMATELY
THE FOLLOWING FORM ON THE BASIS OF THE CERTIFICATE CALLING FOR THE
SMALLEST AMOUNT OF PAYMENTS. THE SCHEDULE SHALL COVER A CERTIFICATE
OF THE TYPE CURRENTLY BEING SOLD ASSUMING THAT SUCH CERTIFICATE HAD
BEEN SOLD AT A DATE APPROXIMATELY TEN YEARS PRIOR TO THE DATE OF
REGISTRATION OR TO THE APPROXIMATE DATE OF ORGANIZATION OF THE TRUST.
Not Applicable.
56. IF THE TRUST IS THE ISSUER OF PERIODIC PAYMENT PLAN CERTIFICATES,
FURNISH BY YEARS FOR THE PERIOD COVERED BY THE FINANCIAL
STATEMENTS FILED HEREWITH IN RESPECT OF CERTIFICATES SOLD
DURING SUCH PERIOD, THE FOLLOWING INFORMATION FOR EACH FULLY
PAID TYPE AND EACH INSTALLMENT PAYMENT TYPE OF PERIODIC
PAYMENT PLAN CERTIFICATE CURRENTLY BEING ISSUED BY THE TRUST.
Not Applicable.
57. IF THE TRUST IS THE ISSUER OF PERIODIC PAYMENT PLAN CERTIFICATES,
FURNISH BY YEARS FOR THE
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PERIOD COVERED BY FINANCIAL STATEMENTS FILED HEREWITH THE
FOLLOWING INFORMATION FOR EACH INSTALLMENT PAYMENT TYPE OF
PERIODIC PAYMENT PLAN CERTIFICATE CURRENTLY BEING ISSUED BY
THE TRUST.
Not Applicable.
58. IF THE TRUST IS THE ISSUER OF PERIODIC PLAN CERTIFICATES FURNISH THE
FOLLOWING INFORMATION FOR EACH INSTALLMENT PERIODIC PAYMENT
PLAN CERTIFICATE OUTSTANDING AS AT THE LATEST PRACTICABLE
DATE.
Not Applicable.
59. FINANCIAL STATEMENTS:
FINANCIAL STATEMENTS OF THE FULCRUM VARIABLE LIFE SEPARATE ACCOUNT
Financial statements, if any, will be contained in a
pre-effective amendment to the registration statement for
the Contract on Form S-6 filed under the Securities Act of
1933. They are incorporated herein by reference.
FINANCIAL STATEMENTS OF THE DEPOSITOR
The Financial Statements of the Company are contained in the
Initial Registration Statement on Form S-6 filed by the Registrant
pursuant to the Securities Act of 1933 and are incorporated herein
by reference.
IX. EXHIBITS
A. Furnish the most recent form of the following:
(1) Indenture
Certified Copy of vote of Board of Directors of Allmerica
Financial Life Insurance and Annuity Company dated
June 13, 1996, establishing the Fulcrum Variable Life
Separate Account.
(2) Not Applicable.
(3) (a) Form of Sales and Administrative Services Agreement with
Allmerica Investments, Inc. is contained in the Initial
Registration Statement on Form S-6 filed by the
Registrant pursuant to the Securities Act of 1933 and is
incorporated herein by reference.
(b) Registered Representative Agreement and Resident Sponsor
Agreement of Allmerica Investments, Inc. (formerly "SMA
Equities, Inc.") were previously filed by the Company
on June 3, 1987, Registration No. 33-14672, and are
incorporated herein reference.
(4) Not Applicable.
(5) Form of Contract and Contract riders are contained in the
Initial Registration Statement on Form S-6 filed by the
Registrant pursuant to the Securities Act of 1933 and
are incorporated by reference herein.
(6) Organizational documents of the Company are contained in the
Initial Registration Statement on Form S-6 filed by the
Registrant pursuant to the Securities Act of 1933 and
are incorporated by reference herein.
(7) Not applicable.
(8) (a) Form of Participation Agreement with Allmerica Investment
Trust is contained in the Initial Registration Statement
on Form S-6 filed by the Registrant pursuant to the
Securities Act of 1933 and is incorporated herein by
reference.
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(b) Form of Participation Agreement with The Palladian Trust.
is contained in the Initial Registration Statement on Form
S-6 filed by the Registrant pursuant to the Securities Act
of 1933 and is incorporated herein by reference.
(10) Form of Application is contained in the Initial Registration
Statement on Form S-6 filed by the Registrant pursuant to the
Securities Act of 1933 and is incorporated herein by reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940 the
Allmerica Financial Life Insurance and Annuity Company, depositor of the
Registrant, has caused this registration statement to be-duly signed on
behalf of the Registrant in the City of Worcester and Commonwealth of
Massachusetts on the ____ day of November, 1996.
FULCRUM VARIABLE LIFE SEPARATE ACCOUNT OF
ALLMERICA FINANCIAL LIFE INSURANCE AND
ANNUITY COMPANY
(Name of Registrant)
BY: ALLMERICA FINANCIAL LIFE INSURANCE AND
ANNUITY COMPANY
(Name of Depositor)
By: /S/ SHEILA B. ST. HILAIRE
Assistant Vice President and Counsel
Attest: /S/ ABIGAIL M. ARMSTRONG
(Name)
SECRETARY AND COUNSEL
(Title)
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