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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 July 21, 1999
Pursuant to Section 8(b) of the Investment Company Act of 1940
SPL-D 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 SPL-D Account ("Separate Account") of
Allmerica Financial Life Insurance and Annuity Company. The
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.
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The Separate Account was established under Delaware law
pursuant to a resolution of the Board of Directors of the
Company on June 13, 1996. The resolution establishing the
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 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 Separate Account, the Company, or Allmerica Investments
Inc. is a party and which are material with respect to the security
holders of the 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.
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(b) WHETHER THE SECURITIES ARE OF THE CUMULATIVE OR DISTRIBUTIVE
TYPE.
The Contracts are of the cumulative type, providing for no
distribution of income, dividends or capital gains except in
connection with a voluntary surrender or partial withdrawal of
Contract value by a Contract Owner, 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
partial withdrawal will not be permitted if it would reduce the
Contract Value below $25,000. 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. The
transaction fee applies to all partial withdrawals, including a
Withdrawal without a surrender charge. 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 Separate Account. Each Sub-Account invests exclusively
in a corresponding investment portfolio ("Series") of the
Delaware Group Premium Fund, Inc. ("DGPF").
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
Cash Reserves Series to one or more of the other Sub-Accounts.
Automatic transfers may be made at intervals of one, three, six
or twelve months. Each automatic transfer must be at least
$100. If 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, three, six or
twelve months.
The first 12 transfers in a Contract year are free. Thereafter,
the Company may 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
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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 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 to and from 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 entire Payment. 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).
(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
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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 Series. The Company will also vote shares held
in the Separate Account that it owns
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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
Series. 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 Series 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. We 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 Series, or (2) to
approve or disapprove an investment advisory contract for the
Series. In addition the Company may disregard voting instructions
calling for a change in the investment Contracts, any investment
adviser or principal underwriter of any Series which may be
initiated by Contract Owners 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
Series'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 Contract Owners.
(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 Separate
Account or that the Sub-Accounts of the Separate Account may
purchase. If the shares of a Series are no longer available for
investment or if in the Company's judgment further investment
in any Series should become inappropriate in view of the
purposes of the Separate Account or the affected Sub-Account,
the Company may redeem the shares of that Series 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 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 made
available to existing Contract Owners on a basis to be
determined by the Company.
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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 Contract Owners of
all such changes. 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 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 Separate Account.
(4) THE IDENTITY OF THE DEPOSITOR, TRUSTEE OR CUSTODIAN.
The depositor of the Separate Account cannot be changed.
The 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
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.
(4) THE IDENTITY OF THE DEPOSITOR, TRUSTEE OR CUSTODIAN.
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The depositor of the Separate Account cannot be changed.
The 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 the Contact
qualifies as a life insurance contract and that the
insurance proceeds will be excluded from the gross
income of the beneficiary.
GUARANTEED DEATH BENEFIT ENDORSEMENT - If at the time of
issue the Contract Owner has made purchase payments equal
to 100% of the Guideline Single Premium, a Guaranteed
Death Benefit Endorsement will be added to the Contract at
no additional charge. If the Guaranteed Death Benefit
Endorsement is in effect on the Final Payment Date, a
guaranteed Net Death Benefit will be provided thereafter
unless the Guaranteed Death Benefit Endorsement is
terminated, as described below. The guaranteed Net Death
Benefit will be:
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- the greater of (a) the Face Amount as of the Final
Payment Date or (b) the Contract Value as of the date
due proof of death is received by the Company,
- reduced by the Outstanding Loan, if any, through the
contract month in which the Insured dies.
The Guaranteed Death Benefit Rider will terminate and may
not be reinstated on the first to occur of the following:
- Foreclosure of the Outstanding Loan, if any; or
- A request for a partial withdrawal or preferred loan
after the Final Payment Date; or
- Upon the Contract Owner's written request.
(3) CALCULATION OF CASH VALUE - SEE Items 44(a), 44(c), and
46(a).
(4) LOAN PROVISIONS. SEE Item 21.
(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 Separate Account. The Separate
Account is currently comprised of seventeen investment divisions
("Sub-Accounts"). Each Sub-Account invests exclusively in a
corresponding portfolio of DGPF.
DGPF is an open-end, diversified management investment company
registered with the SEC under the 1940 Act. DGPF was established to
provide a vehicle for the investment of assets of various separate
accounts supporting variable insurance policies. DGPF currently has
seventeen investment portfolio ("Series") is available under the
Contract.
A summary of investment objectives of the funds is set forth below:
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GROWTH & INCOME SERIES - seeks the highest possible total rate of
return by selecting issues that exhibit the potential for capital
appreciation while providing higher than average dividend income.
This Fund formerly was known as Decatur Total Return Series.
DEVON SERIES - seeks current income and capital appreciation. It
seeks to achieve its objective by investing primarily in
income-producing common stocks, with a focus on common stocks that
the investment manager believes exhibit the potential for
above-average dividend increases over time.
DELCAP SERIES - seeks long-term capital appreciation by investing
its assets in a diversified portfolio of securities exhibiting the
potential for significant growth. This Series formerly was known as
the Growth Series.
AGGRESSIVE GROWTH SERIES - seeks to provide long-term capital
appreciation which the Fund attempts to achieve by investing
primarily in equity securities of companies which the investment
manager believes have the potential for high earnings growth.
SOCIAL AWARENESS SERIES - seeks to achieve long-term capital
appreciation. It seeks to achieve its objective by investing
primarily in equity securities of medium- to large-sized companies
expected to grow over time that meet the Series' "Social Criteria"
strategy.
REIT SERIES - seeks to achieve maximum long-term total return.
Capital appreciation is a secondary objective. It seeks to achieve
its objective by investing in securities of companies primarily
engaged in the real estate industry.
SMALL CAP VALUE SERIES - seeks capital appreciation by investing in
small-to- mid cap common stocks whose market value appears low
relative to their underlying value or future earnings and growth
potential. Emphasis also will be placed on securities of companies
that temporarily may be out of favor or whose value is not yet
recognized by the market.
TREND SERIES - seeks long-term capital appreciation by investing
primarily in small-cap common stocks and convertible securities of
emerging and other growth-oriented companies. These securities will
have been judged to be responsive to changes in the marketplace and
to have fundamental characteristics to support growth. Income is not
an objective.
INTERNATIONAL EQUITY SERIES - seeks long-term growth without undue
risk to principal by investing primarily in equity securities of
foreign issuers providing the potential for capital appreciation and
income.
EMERGING MARKETS SERIES - seeks to achieve long-term capital
appreciation. It seeks to achieve its objective by investing
primarily in equity securities of issuers located or operating in
emerging countries. The Series is an international fund. As such,
under normal market conditions, at least 65% of the Series' assets
will be invested in equity securities of issuers organized or having
a majority of their assets or deriving a majority of their operating
income in at least three countries that are considered to be
emerging or developing.
DELAWARE BALANCED SERIES - seeks a balance of capital appreciation,
income and preservation of capital. It uses a dividend-oriented
valuation strategy to select securities issued by established
companies that are believed to demonstrate potential for income and
capital growth. This Series formerly was known as Delaware Series.
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CONVERTIBLE SECURITIES SERIES - seeks a high level of total return
on its assets through a combination of capital appreciation and
current income by investing primarily in convertible securities,
which may include privately placed convertible securities.
DELCHESTER SERIES - seeks as high a current income as possible by
investing in rated and unrated corporate bonds (including high-yield
bonds commonly known as "junk bonds"), U.S. government securities
and commercial paper. Please read the Fund's prospectus disclosure
regarding the risk factors before investing in this Series.
CAPITAL RESERVES SERIES - seeks a high, stable level of current
income while minimizing fluctuations in principal by investing in a
diversified portfolio of short- and intermediate-term securities.
STRATEGIC INCOME SERIES - seeks high current income and total
return. It seeks to achieve its objective by using a multi-sector
investment approach, investing primarily in three sectors of the
fixed-income securities market: high yield, higher-risk securities;
investment grade fixed-income securities; and foreign government and
other foreign fixed-income securities. The Series also may invest in
U.S. equity securities.
CASH RESERVE SERIES - a money market fund which seeks the highest
level of income consistent with the preservation of capital and
liquidity through investments in short-term money market
instruments.
GLOBAL BOND SERIES - seeks current income consistent with
preservation of principal by investing primarily in fixed-income
securities that also may provide the potential for capital
appreciation. At least 65% of the Series' assets will be invested in
fixed-income securities of issuers organized or having a majority of
their assets in or deriving a majority of the operating income in at
least three different countries, one of which may be the United
States.
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 Sub-Accounts of the Separate Account invest in
corresponding Series of DGPF (managed by Delaware Management).
(b) NAME AND PRINCIPAL ADDRESS OF DEPOSITOR.
Delaware Management Company, Inc., One Commerce Square,
Philadelphia, PA 19103 is the depositor of DGPF.
(c) NAME AND PRINCIPAL BUSINESS ADDRESS OF TRUSTEE OR CUSTODIAN:
The Chase Manhattan Bank, 4 Chase Metrotech Center, Brooklyn,
NY 11245 is the custodian of the assets of DGPF.
(d) NAME AND PRINCIPAL BUSINESS ADDRESS OF PRINCIPAL-UNDERWRITER
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The principal underwriter of DGPF is Delaware Distributors,
L. P., 818 Market Street, Philadelphia, PA 19103.
(e) THE PERIOD DURING WHICH THE SECURITIES OF SUCH COMPANY HAVE
BEEN THE UNDERLYING SECURITIES.
Shares of the Series will be purchased by the Separate Account
only after the effective date of the 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 $1000 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 0.20% 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
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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 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 0.90% of the
Contract Value.
- Federal and State Payment Tax Charge: During the
first Contract year, the Company make a monthly
deduction equal to an annual rate of 1.50% of
Contract Value 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 a portion of the average premium
tax the Company is expected to pay to various state
and local jurisdictions. 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
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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 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>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contract 1 2 3 4 5 6 7 8 9 10+
Year*
Surrender 10.00% 9.25% 8.50% 7.75% 7.00% 6.25% 4.75% 3.25% 1.50% 0%
Charge
- --------------------------------------------------------------------------------------------------------
</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, not to exceed $25. The
transaction fee applies to all partial withdrawals,
including a withdrawal without a surrender charge. The fee
is intended to reimburse the Company for the cost of
processing the partial withdrawal.
A partial withdrawal charge may also be imposed upon a
partial withdrawal. For each partial withdrawal the
Contract Owner may withdraw
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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 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:
- first, the surrender charge for the most recent
increase in face amount;
- second, the surrender charges for the next most
recent increases successively; and
- last, the surrender charge for the initial face
amount.
(2) UNDERLYING SECURITIES.
INVESTMENT ADVISORY SERVICES TO DGPF
Each Series of DGPF pays an investment adviser an annual
fee for managing the portfolios and making the investment
decisions for the Series. The annual fee paid by the Fund
to the investment advisers of the Series is based on the
average daily net assets of the respective Series, as set
fourth in the prospectus of DGPF.
(3) DISTRIBUTIONS
No distributions are made to Certificate 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
Distributions from the Series are reinvested by
Sub-Accounts of the Separate Account in additional shares
of the respective Series, 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,
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<PAGE>
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 Separate Account. All
charges and deductions are made from Contract value, net assets
of the 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.
The Company does not currently receive fees from the investment
advisers or other service providers of the Series in return for
providing certain services to Owners of the Contract. The
Company may in the future render services for which it will
receive compensation from the investment advisers or other
service providers of other Series.
Neither the Company nor any affiliated person may receive any
profit or any other benefit from payments under the Contract or
the investments held in the Separate Account not included in
the answer to Item 13(a) or (d) through the sale of purchase of
the Contract or shares of the Series, 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
-17-
<PAGE>
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 Series 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 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 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.
-18-
<PAGE>
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 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 that 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 Separate Account invests its assets in
shares of a corresponding Series. Purchases and redemptions of such
shares are made at net asset value, with no deduction for sales
load.
-19-
<PAGE>
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 Series shares will be made
for a Sub-Account at net asset value. All income, dividends and
realized gain distributions of a Series will be reinvested in
shares of the respective Series 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 Series' 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 withdrawn equals the amount requested by the Contract
Owner plus any applicable
-20-
<PAGE>
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 Series
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 that would have been
in effect on the date of default.
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<PAGE>
CONTRACT VALUE ON REINSTATEMENT - The Contract value on the
date of reinstatement is:
- the payment made to reinstate the Contract increased
by interest from the date the payment was received
at the Company's Principal Office; plus
- 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
- 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 Series held by
a Sub-Account are reinvested in shares of that Series 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 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 Separate Account has not begun business
operations.
19. DESCRIBE THE PROCEDURE WITH RESPECT TO THE KEEPING OF RECORDS AND
ACCOUNTS OF THE TRUST, THE MAKING OF REPORTS AND THE FURNISHING OF
INFORMATION TO SECURITY HOLDERS, AND THE SUBSTANCE OF THE
PROVISIONS OF ANY INDENTURE OR AGREEMENT PERTAINING THERETO.
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<PAGE>
The Company will maintain the records and books of the 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 Series shares will be by book entry only.
Stock certificates will not be issued to the Company or Separate
Account. Shares ordered from the Series will be recorded in an
appropriate title for the 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 Contract
owner, 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
Separate Account and the Series, 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
Separate Account. The Company may appoint another custodian.
In such event, the custodial agreement will provide that the
assets owned by the 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 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.
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<PAGE>
(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:
<TABLE>
<CAPTION>
Beginning of Contract Year Unloaned Gain Available
-------------------------- -----------------------
<S> <C>
1 0%
2 10%
3 20%
4 30%
5 40%
6 50%
7 60%
8 70%
9 80%
10 90%
11 100%
----------------------------------------------------------
</TABLE>
LOAN INTEREST CHARGED - Interest accrues daily and is
payable in arrears at the
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<PAGE>
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 Contract Owner's most recent
payment allocation instructions; provided, however, that
loan repayments allocated to the Separate Account cannot
exceed Contract value previously transferred from the
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.
(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.
-25-
<PAGE>
AIT maintains a fidelity bond pursuant to Rule 17(g) under the 1940
Act, in the amount of $3.1 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 Separate Account has
entered into Participation Agreements with the Series, which define
the terms under which the Sub-Accounts of Separate Account invest
in the Series.
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.
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
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<PAGE>
written request was signed. An assignment or release does not bind
the Company 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."
As of July 1, 1999, the Company is a direct subsidiary of First
Allmerica Financial Life Insurance Company ("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 does not currently receives fees from the
investment advisers or other service providers of the Series
in return for providing services with respect to the Series
to Contract owners. The Company may in the future render
services for which it will receive compensation from the
investment advisers or other service providers of other
Series.
The Company has not received any such fee or participation
with respect to the Separate Account or the Contracts.
(1) THE NATURE OF SUCH FEE OR PARTICIPATION.
See 26(b), above.
(2) THE NAME OF THE PERSON MAKING PAYMENTS.
-27-
<PAGE>
See 26(b), above.
(3) THE NATURE OF THE SERVICES RENDERED IN CONSIDERATION
FOR SUCH FEE OR PARTICIPATION.
See 26(b), above.
(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.
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
-28-
<PAGE>
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:
<TABLE>
<CAPTION>
NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
----------------- ----------------------------------------------
<S> <C>
Bruce C. Anderson Director of First Allmerica since 1996;
Director Vice President, First Allmerica since 1984
Warren E. Barnes Vice President (since 1996) and Corporate
Vice President and Controller Controller (since 1998) of First Allmerica;
Vice-President and Co0-Controller, First
Allmerica, (1997); Assistant Vice President
and Assistant Controller, First Allmerica
(1995-1996); Assistant Vice President,
Corporate Accounting and Reporting, First
Allmerica (1993 to 1995).
Mary M. Eldridge Secretary (since 1999) of First Allmerica;
Secretary Secretary (since 1999) of Allmerica
Investments, Inc.; and Secretary (since
1999) of Allmerica Financial Investment
Management Services, Inc., Attorney with
First Allmerica (since 1998),Employee of
First Allmerica (since 1992)
Robert E. Bruce Director and Chief Information Officer of
Director and Chief Information First Allmerica since 1997; Vice
Officer President of First Allmerica since 1995;
Corporate Manager, Digital Equipment
Corporation 1979 to 1995
John P. Kavanaugh Director and Chief Investment Officer of
Director, Vice President and First Allmerica since 1996; Vice President,
Chief Investment Officer First Allmerica since 1991
John F. Kelly Director of First Allmerica since 1996;
Director, Vice President and General Counsel since 1981; Senior Vice
General Counsel President since1 986, and Assistant
Secretary, First Allmerica since 1991
J. Barry May Director of First Allmerica since 1996;
Director Director and President, The Hanover
Insurance Company since 1996; Vice
-29-
<PAGE>
President, The Hanover Insurance
Company, 1993 to 1996; General Manager,
The Hanover Insurance Company 1989 to 1993
James R. McAuliffe Director of First Allmerica since 1996;
Director Director of Citizens Insurance Company of
America since 1992; President since 1994
and CEO since 1996; Vice President, First
Allmerica 1982 to 1994 and Chief Investment
Officer, First Allmerica 1986 to 1994.
John F. O'Brien Director, Chairman of the Board, President
Director and Chairman and Chief Executive Officer, First
of the Board Allmerica since 1989
Edward J. Parry, III Director and Chief Financial Officer of
Director, Vice President, Chief First Allmerica since 1996; Vice President
Financial Officer, and Treasurer and Treasurer, First Allmerica since 1993
Richard M. Reilly Director of First Allmerica since 1996;
Director, President and Vice President, First Allmerica since 1990;
Chief Executive Officer Director, Allmerica Investments, Inc.
since 1990; Director and President,
Allmerica Financial Investment Management
Services, Inc. since 1990
Eric A. Simonsen Director of First Allmerica since 1996;
Director and Vice President Vice President, First Allmerica since 1990;
Chief Financial Officer, First Allmerica
1990 to 1996
Phillip E. Soule Director of First Allmerica since 1996;
Director Vice President, First Allmerica since 1987
</TABLE>
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 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
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<PAGE>
Delaware corporations. 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
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;
None. No remuneration is paid indirectly or through
subsidiaries to the officers or partners of the Company.
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:
(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.
None. Directors of the Company receive no remuneration
indirectly or through subsidiaries of the Company.
COMPENSATION TO EMPLOYEES
-31-
<PAGE>
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.
None
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.
(a) Sale of the Contracts has not commenced in any state.
(b) Following the effectiveness of the 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.
(c) Not Applicable.
36. IF SALES OF THE TRUST'S SECURITIES HAVE AT ANY TIME SINCE JANUARY 1,
1936 BEEN SUSPENDED FOR
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<PAGE>
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.
38. (a) FURNISH A GENERAL DESCRIPTION OF THE METHOD OF DISTRIBUTION OF
SECURITIES OF THE TRUST.
Allmerica Investments, Inc., a wholly owned subsidiary of the
Company, will act as principal underwriter of the Contracts
pursuant to a Sales and Administrative Agreement with the
Company and the 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.
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<PAGE>
The Company and 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
7.50% of initial and subsequent payments. Alternative
commission schedules are available with lower initial
commission amounts, plus ongoing annual compensation of up to
1.00% of contract Value. To the extent permitted by NASD rules,
promotional incentives or payments may also be provided to
broker-dealers based on sales volumes, the assumption of
wholesaling functions or other sales-related criteria. Other
payments may be made for other services that do not directly
involve the sale of the Contracts. These services may include
the recruitment and training of personnel, production of
promotional literature, and similar services.
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. 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
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<PAGE>
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:
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. (or
of broker-dealers which have selling agreements with Allmerica
Investments, Inc.), who are also licensed as insurance agents
of the Company.
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(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 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.
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 Contract Owner.
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 Series. The value of a
Unit is set at $1.00 on the first Valuation Date of each
Sub-Account.
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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 Series 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.
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
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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 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 Series. 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
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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 accumulations
in the General Account, the investment performance of the
chosen Sub-Accounts of the 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 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 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 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"
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(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
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 Series 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. Other than AIT, the other Series may
issue shares to unaffiliated insurance companies. All transactions
are at net asset value. The Company will redeem sufficient shares of
the Series 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.
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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.
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 -- 0.20% 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 Contract Year only, Federal and State Payment Tax
Charge 1.50% on an annual basis for federal, state and local
taxes.
- For the first ten Contract years, the Company also deducts a
monthly charges Distribution Fee of 0.90% on an annual basis
for distribution expenses
The following daily charge is deducted from the Sub-Accounts 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
10.00% 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 Separate Account has not begun business operations, no fees
have been paid.
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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 Separate Account may not be charged with any liabilities arising
out of any 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 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 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.
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See Item 17(a) for the manner of cancellation and
reinstatement.
(g) THE METHOD OF DETERMINING THE AMOUNT OF PREMIUMS TO BE BY
HOLDERS OF SECURITIES.
See answer to Item 13(a) for amount of charges imposed and
44(a) and 44(c) 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 1996, the aggregate payments paid to the Company
under all other life, accident and health, annuity and deposit
fund contracts was approximately $1.53 billion.
(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 Separate
Account is to invest in a particular Series.
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 Separate
Account or that the Sub-Accounts of the Separate Account may
purchase. If the shares of an Series are no longer available
for investment or if in the Company's judgment further
investment in any Series should become
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inappropriate in view of the purposes of the Separate Account
or the affected Sub-Account, the Company may redeem the shares
of that Series 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 Separate Account, each of which would
invest in shares corresponding to a new Series 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
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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.
(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 Separate Account, and the Company does not
intend to make a charge against the assets of the 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 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.
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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 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 SEPARATE ACCOUNT
Financial statements, if any, will be contained in 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 will be contained in the
registration statement on Form S-6 filed by the Registrant pursuant
the Securities Act of 1933. They are incorporated herein by
reference.
IX. EXHIBITS
A. Furnish the most recent form of the following:
(1) Certified copy of Resolutions of the Board of Directors of the
Company dated June 13, 1996 authorizing the establishment of
the SPL-D Account are filed in the Registrant's initial
registration statement on Form S-6, and are incorporated herein
by reference.
.
(2) Not Applicable.
(3) (a) Form of Underwriting and Administrative Services was
previously filed on April 15, 1998 in Post-Effective
Amendment No. 5 of the Allmerica Select Separate Account
II (Registration No. 33-83604), and is incorporated by
reference herein.
(b) Form of Registered Representative/Agents Agreement was
previously filed on April 15, 1998 in Post-Effective
Amendment No. 5. to (Registration
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No. 33-83604), and is incorporated by reference herein.
(c) Compensation Schedule was previously filed on April 15,
1998 in Post-Effective Amendment No. 5. To the
registration statement of the Allmerica Select II separate
account (Registration No. 33-83604), and is incorporated
by reference herein.
(4) Not Applicable.
(5) Form of Contract and initial Contract riders are filed in the
Registrant's initial registration statement on Form S-6, and
are incorporated herein by reference.
(6) Organizational documents of the Company previously were filed
by the Company on October 1, 1995 in Post-Effective Amendment
No. 1 of Allmerica Select Separate Account II (Registration
Statement No. 33-83604) and are incorporated by reference
herein.
(7) Not applicable.
(8) (a) Form of Participation Agreement with Delaware Group Premium
Fund, Inc. was previously filed on April 16, 1998 in
Post-Effective Amendment No. 12 of the VEL II Account
(Registration No. 33-57792),and is incorporated by reference
herein.
(g) BFDS Agreements for lockbox and mailroom services Fidelity
Service Contract, effective as of January 1, 1997, was
previously filed in Post-Effective Amendment No. 5 of Allmerica
Select Separate Account II (Registration No. 33-83604) and are
incorporated by reference herein.
(9) Not applicable.
(10) Form of Application for Contract is filed in the Registrant's
initial registration statement on Form S-6, and is incorporated
herein by reference..
(11) None.
B. (1) None.
(2) None.
C. None.
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, 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 21st day of
July, 1999.
SPL-D 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/ MARY ELDRIDGE
--------------------------
(Name)
SECRETARY AND COUNSEL
--------------------------
(Title)
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