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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 September 1, 2000
Pursuant to Section 8(b) of the Investment Company Act of 1940
Separate Account SPVL
of First Allmerica Financial Life Insurance 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 Separate Account SPVL ("Separate Account") of
First Allmerica Financial Life Insurance Company. The Separate
Account is a separate investment account of First Allmerica
Financial Life Insurance 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.
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, Massachusetts 01653
FEIN: 04-1867050.
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.
Massachusetts.
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 Massachusetts law
pursuant to a resolution of the Board of Directors of the Company
on June 1, 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)(1) "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. 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 ("Underlying Fund") of
the Allmerica Investment Trust ("AIT"), managed by AFIMS;
of the Variable Insurance Products Fund ("Fidelity
VIP") or Variable Insurance Products Fund II
("Fidelity VIP II"), managed by Fidelity Management
and Research Company ("FMR"); of the T. Rowe Price
International Series, Inc. ("T. Rowe Price"), managed
by Rowe Price-Fleming International, Inc.; or of the
Delaware Group Premium Fund ("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 Government Bond Sub-Account, or the Money
Market Sub-Account to one or more of the other
Sub-Accounts. Automatic transfers may be made at
intervals of one, 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.
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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 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 involving the Fixed Account are currently permitted
only if:
- There has been at least a ninety (90) day period since the
last transfer from the Fixed Account; and
- The amount transferred from the Fixed Account in each
transfer does not exceed the lesser of $100,000 or 25% of
the Contract Value.
These rules are subject to change by the Company.
CONVERSION PRIVILEGE - During the first 24 Contract months
after the date of issue, subject to certain restrictions,
the Contract Owner may convert the Contract to a flexible
premium fixed Contract by transferring all Contract Value in
the Sub-Accounts to the General Account and by
simultaneously changing the allocation of future premiums to
the General Account. A similar conversion privilege is in
effect for 24 Contract months after the date of an increase
in face amount, under which the Contract Owner may convert
by transferring all or part of Contract value in the
Sub-Accounts to the General Account and by simultaneously
changing the allocation of all or part of future premiums to
the General Account.
FREE LOOK PRIVILEGE - The Contract provides for a free look
period under the Right to Cancel provision. The Contract
Owner has the right to examine and cancel the Contract until
10 days (or such longer period as may be required by state
law) after the Contract Owner receives the Policy. Upon
returning the Contract, the Contract Owner will be sent
within 7 days a refund equal to the premiums paid. The
refund of any premium paid by check, however, may be delayed
until the check has cleared the Contract Owner's bank.
A free look privilege also applies following a requested
increase in face amount. The Contract Owner has the right to
cancel the increase until 10 days (or such longer period as
may be required by state law) after receipt of the new
specification pages issued for the increase. Upon canceling
the increase, the Contract Owner will receive a credit to the
Contract value of charges which would not have been deducted
but for the increase. The amount to be credited will be
refunded if the Contract Owner so requests. The Company will
also waive any surrender charge calculated for the increase.
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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)(1) 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 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.
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(f) The substance of the provisions of any indenture or agreements
with respect to voting rights, together with the names of any
persons other than security holders given the right to exercise
voting rights pertaining to the trust's securities or the
underlying securities and the relationship of such persons to
the trust.
To the extent required by law, the Company will vote
shares held by each Sub-Account in accordance with
instructions received from the Contract Owners with
Contract value in such Sub-Account. Each person having a
voting interest will be provided with proxy materials
together with an appropriate form with which to give
voting instructions to the Company. Shares held in each
Sub-Account for which no timely instructions are received
will be voted in proportion to the instructions received
from all persons with an interest in the Sub-Account
furnishing instructions to the Company with respect to the
Underlying Funds. The Company will also vote shares held
in the Separate Account that it owns and which are not
attributable to the Contracts in the same proportion.
The number of votes which a Contract Owner may cast will
be determined by the Company as of the record date
established for the Underlying Fund. The number of shares
held in each Sub-Account deemed attributable to each
Contract Owner is determined by dividing Contract value in
the Sub-Account, if any, by the net asset value of one
share in the corresponding Underlying Fund in which the
assets of the Sub-Account are invested. Fractional votes
will be counted.
If the 1940 Act or any rules thereunder should be amended
or if the present interpretation of the 1940 Act or such
rules should change, and as a result the Company
determines that it is permitted to vote shares of the Fund
in its own right, whether or not such shares are
attributable to the Contracts, the Company reserves the
right to do so. The Company may, when required by state
insurance regulatory authorities, disregard voting
instructions if the instructions require that the shares
be voted so as (1) to cause a change in the
subclassification or investment objective of one or more
of the Underlying Funds or (2) to approve or disapprove an
investment advisory contract for the Underlying Funds. In
addition the Company may disregard voting instructions
calling for a change in the investment Contracts, any
investment adviser or principal underwriter of any
Underlying Fund which may be initiated by 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 Underlying Fund's objectives and purposes. In
the event the Company does disregard voting instructions,
a summary of that action and the reasons for that action
will be included in the next periodic report to 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 an Underlying Fund are no longer
available for investment or if in the Company's
judgment further investment in any Underlying
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Fund 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 Underlying
Fund and substitute shares of another registered
open-end management company. The Company will not
substitute any shares attributable to a Contract
interest in a Sub-Account without notice and prior
approval of the SEC and state insurance authorities,
to the extent required by the 1940 Act or other
applicable law.
The Company also reserves the right to establish
additional Sub-Accounts of the 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.
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.
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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.
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.
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The Death Benefit is the greater of the:
- Face Amount; or
- Guideline Minimum Sum Insured, which is computed based
on federal tax regulations to ensure that t he Contact
qualifies as a life insurance contract and that the
insurance proceeds will be excluded from the gross
income of the beneficiary.
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:
- 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: Accidental
Death Benefit Rider, Guaranteed Death Benefit Rider, and
Life Insurance 1035 Exchange Rider. The cost of these
optional insurance benefits will be deducted from Contract
value as part of the monthly deduction.
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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 eighteen investment divisions ("Sub-Accounts"). Each
Sub-Account invests exclusively in a corresponding portfolio of AIT,
Fidelity VIP, Fidelity VIP II, DGPF, or T. Rowe Price.
AIT. AIT is an open-end, diversified management investment company
registered with the SEC under the 1940 Act. Fourteen different investment
portfolios of the Trust are available under the Policies, each issuing a
series of shares: Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select Value Opportunity Fund, Select Emerging Markets
Fund, Select International Equity Fund, Select Growth Fund, Select
Strategic Growth Fund, Core Equity Fund, Equity Index Fund, Select Growth
and Income Fund, Select Income Fund, Select Investment Grade Income Fund,
Government Bond Fund, and Money Market Fund. AFIMS serves as investment
manager of the Trust. AFIMS has entered into agreements with other
investment managers ("Sub-Advisers"), who manage the investments of the
funds.
Fidelity VIP and VIP II. Fidelity VIP and VIP II, managed by FMR & Research
Company ("FMR"), are open-end, diversified, management investment companies
organized as Massachusetts business trusts and registered with the
Commission under the 1940 Act. Five of the investment portfolios of VIP are
available under the Policies: Fidelity VIP Growth Portfolio, Fidelity VIP
Equity-Income Portfolio, Fidelity VIP Overseas, Fidelity VIP High Income
Portfolio, and Fidelity VIP II Asset Manager Portfolio.
T. Rowe Price. T. Rowe Price, managed by Rowe Price-Fleming International,
Inc. ("Price-Fleming"), is an open-end, diversified, management investment
company organized as a Maryland corporation in 1994 and registered with the
Commission under the 1940 Act. One of its investment portfolios is
available under the Policies: the T. Rowe Price International Stock
Portfolio.
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. One investment portfolio ("Series")
is available under the Contract: the International Equity Series. The
investment adviser for the DGPF International Equity Series is Delaware
International Advisers Ltd. ("Delaware International").
A summary of investment objectives of the funds is set forth below.
SELECT AGGRESSIVE GROWTH FUND - The Select Aggressive Growth Fund of the
Trust seeks above-average capital appreciation by investing primarily in
common stocks of companies which are believed to have significant potential
for capital appreciation.
SELECT CAPITAL APPRECIATION FUND - The Select Capital Appreciation Fund of
the Trust seeks long-term growth of capital. Realization of income is not a
significant investment consideration and any income realized on the Fund's
investments will be incidental to its primary objective. The Fund invests
primarily in common stock of industries and companies which are believed to
be experiencing favorable demand for their products and services, and which
operate in a favorable competitive environment and regulatory climate.
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SELECT VALUE OPPORTUNITY FUND - The Select Value Opportunity Fund of the
Trust seeks long-term growth by investing primarily in a diversified
portfolio of common stocks of small and mid-size companies whose securities
at the time of purchase are considered by the Sub-Adviser to be
undervalued.
SELECT EMERGING MARKETS FUND - The Select Emerging Markets Fund of the
Trust seeks long-term growth of capital by investing in the world's
emerging markets. The Fund may invest in high yielding, lower-rated
fixed-income securities (commonly referred to as "junk bonds") which are
subject to greater risk than investments in higher-rated securities.
T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO - The T. Rowe Price
International Stock Portfolio seeks long-term growth of capital through
investments primarily in common stocks of established, non-U.S. companies.
FIDELITY VIP OVERSEAS PORTFOLIO - The Overseas Portfolio of Fidelity VIP
seeks long-term growth of capital primarily through investments in foreign
securities and provides a means for aggressive investors to diversify their
own portfolios by participating in companies and economies outside of the
United States.
SELECT INTERNATIONAL EQUITY FUND - The Select International Equity Fund of
the Trust seeks maximum long-term total return (capital appreciation and
income) primarily by investing in common stocks of established non-U.S.
companies.
DGPF INTERNATIONAL EQUITY SERIES - The International Equity Series of DGPF
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.
FIDELITY VIP GROWTH PORTFOLIO - The Growth Portfolio of Fidelity VIP seeks
to achieve capital appreciation. The Portfolio normally purchases common
stocks, although its investments are not restricted to any one type of
security. Capital appreciation also may be found in other types of
securities, including bonds and preferred stocks.
SELECT GROWTH FUND - The Select Growth Fund of the Trust seeks to achieve
long-term growth of capital by investing in a diversified portfolio
consisting primarily of common stocks selected on the basis of their
long-term growth potential.
SELECT STRATEGIC GROWTH FUND - The Select Strategic Growth Fund of the
Trust seeks long-term growth of capital through investments primarily in
common stocks of established, non-U.S. companies.
CORE EQUITY FUND - The Core Equity Fund of the Trust is invested in common
stocks and securities convertible into common stocks that are believed to
represent significant underlying value in relation to current market
prices. The objective of the Core Equity Fund is to achieve long-term
growth of capital. Realization of current investment income, if any, is
incidental to this objective.
EQUITY INDEX FUND - The Equity Index Fund of the Trust seeks to provide
investment results that correspond to the aggregate price and yield
performance of a representative selection of United
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States publicly traded common stocks. The Equity Index Fund seeks to
achieve its objective by attempting to replicate the aggregate price
and yield performance of the Standard & Poor's Composite Index of 500
Stocks.
FIDELITY VIP EQUITY-INCOME PORTFOLIO - The Equity-Income Portfolio of
Fidelity VIP seeks reasonable income by investing primarily in
income-producing equity securities. In choosing these securities, the
Portfolio also will consider the potential for capital appreciation. The
Portfolio's goal is to achieve a yield which exceeds the composite yield on
the securities comprising the S&P 500. The Portfolio may invest in high
yielding, lower-rated fixed-income securities (commonly referred to as
"junk bonds") which are subject to greater risk than investments in
higher-rated securities. See "Risks of Lower-Rated Debt Securities" in the
Fidelity VIP prospectus.
SELECT GROWTH AND INCOME FUND - The Select Growth and Income Fund of the
Trust seeks a combination of long-term growth of capital and current
income. The Fund will invest primarily in dividend-paying common stocks and
securities convertible into common stocks.
FIDELITY VIP II ASSET MANAGER PORTFOLIO - The Asset Manager Portfolio of
Fidelity VIP II seeks high total return with reduced risk over the long
term by allocating its assets among domestic and foreign stocks, bonds and
short-term fixed-income instruments.
FIDELITY VIP HIGH INCOME PORTFOLIO - The High Income Portfolio of Fidelity
VIP seeks to obtain a high level of current income by investing primarily
in high-yielding, lower-rated fixed-income securities (commonly referred to
as "junk bonds"), while also considering growth of capital. These
securities often are considered to be speculative, and involve greater risk
of default or price changes than securities assigned a high quality rating.
SELECT INVESTMENT GRADE INCOME FUND - The Select Investment Grade Income
Fund of the Trust is invested in a diversified portfolio of fixed income
securities with the objective of seeking as high a level of total return
(including both income and capital appreciation) as is consistent with
prudent investment management.
GOVERNMENT BOND FUND - The Government Bond Fund of the Trust has the
investment objectives of seeking high income, preservation of capital and
maintenance of liquidity, primarily through investments in debt instruments
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, and in related options, futures and repurchase
agreements.
MONEY MARKET FUND - The Money Market Fund of the Trust is invested in a
diversified portfolio of high-quality, short-term money market instruments
with the objective of obtaining maximum current income consistent with the
preservation of capital and liquidity.
12. If the trust is the issuer of periodic payment plan certificates and if
any underlying securities were issued by another investment company,
furnish information for each such company:
(a) Name of Company.
The Sub-Accounts of the Separate Account invest in corresponding
Underlying Funds of AIT (managed by Allmerica Financial Investment
Management Services, Inc.); Fidelity VIP (managed by FMR); Fidelity
VIP II (managed by FMR); T. Rowe Price (managed by Price-Fleming) and
DGPF (managed by Delaware Management).
-13-
<PAGE>
(b) Name and principal address of depositor.
First Allmerica Financial Life Insurance Company (formerly State
Mutual Life Assurance Company of America, until October 16, 1995), 440
Lincoln Street, Worcester, MA 01653 is the depositor of AIT.
Fidelity Investments, 82 Devonshire Street, Boston, MA is the
depositor of Fidelity VIP and Fidelity VIP II.
T. Rowe Price Associates, Inc. 100 East Pratt Street, Baltimore,
Maryland, 21202, is the depositor of T. Rowe Price.
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:
Chase Manhattan Bank, N.A., Avenue of the Americas, 39th Floor, New
York, New York is the Custodian of the assets of AIT.
Shawmut Bank of Boston, N.A., One Federal Street, Boston, MA is the
Custodian of the assets of Fidelity VIP and Fidelity VIP II.
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
The principal underwriter of AIT is Allmerica Investments, Inc., 440
Lincoln Street, Worcester, Massachusetts, 01653.
The principal underwriter of VIP and VIP II is Fidelity Distributors
Corporation, 82 Devonshire Street, Boston, MA.
The principal underwriter of T. Rowe Price is T. Rowe Price Investment
Services, Inc. 100 East Pratt Street, Baltimore, Maryland, 21202.
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 Underlying Funds 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.
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<PAGE>
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
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
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<PAGE>
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 & 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 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
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<PAGE>
losses. If the charge turns out to be higher than
mortality and expense risk experience, the difference will
be a profit to the Company.
- Fund Expenses - The value of the Units of the Sub-Accounts
will reflect the investment advisory fee and other
expenses of the Funds whose shares the Sub-Accounts
purchase.
No charges are currently made against the Sub-Accounts for
federal or state income taxes. Should income taxes be imposed,
the Company may make deductions from the Sub-Accounts to pay the
taxes.
SURRENDER CHARGE - The Contract's contingent surrender charge is
a deferred sales charge and an unrecovered payment tax charge.
The deferred sales charge compensates the Company for
distribution expenses, including commissions to the Company's
representatives, advertising and the printing of prospectuses
and sales literature. The unrecovered payment tax charge is
designed to reimburse the Company for the unrecovered federal
and state taxes the Company has paid.
<TABLE>
<CAPTION>
Contract 1 2 3 4 5 6 7 8 9 10+
Year*
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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 or $25 will be assessed in all cases.
A partial withdrawal charge may also be imposed upon a partial
withdrawal. For each partial withdrawal the Contract Owner may
withdraw an amount equal to 10% of the Contract value on the
date the written withdrawal request is received by the Company
less the total of any prior withdrawals in that Contract year
which were not subject to the partial withdrawal charge,
without incurring a partial withdrawal charge. Any partial
withdrawal in excess of this amount ("excess withdrawal") will
be subject to the partial withdrawal charge. The partial
withdrawal charge is equal to 5% of the 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:
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<PAGE>
- 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: Not Applicable
The overall responsibility for the supervision of the affairs of
the Trust vests in the Trustees. The Trustees have entered into
a Management Agreement with Allmerica Financial Investment
Management Services, Inc. ("AFIMS"), an indirect wholly-owned
subsidiary of First Allmerica, to handle the day-to-day affairs
of the Trust. AFIMS, subject to review by the Trustees, is
responsible for the general management of the Funds. AFIMS also
performs certain administrative and management services for the
Trust, furnishes to the Trust all necessary office space,
facilities, and equipment, and pays the compensation, if any, of
officers and Trustees who are affiliated with AFIMS.
Other than the expenses specifically assumed by AFIMS under the
Management Agreement, all expenses incurred in the operation of
the Trust are borne by it, including fees and expenses
associated with the registration and qualification of the
Trust's shares under the Securities Act of 1933, other fees
payable to the Commission, independent public accountant, legal
and custodian fees, association membership dues, taxes,
interest, insurance premiums, brokerage commission, fees and
expenses of the Trustees who are not affiliated with AFIMS,
expenses for proxies, prospectuses, and reports to shareholders,
and other expenses.
Pursuant to the Management Agreement with the Trust, AFIMS has
entered into agreements ("Sub-Adviser Agreements") with other
investment advisers ("Sub-Advisers") under which each
Sub-Adviser manages the investments of one or more of the Funds.
Under the Sub-Adviser Agreement, the Sub-Adviser is authorized
to engage in portfolio transactions on behalf of the applicable
Fund, subject to such general or specific instructions as may be
given by the Trustees. The terms of a Sub-Adviser Agreement
cannot be materially changed without the approval of a majority
in interest of the shareholders of the affected Fund.
Allmerica Asset Management, Inc., an indirect wholly owned
subsidiary of First Allmerica, is the Sub-Adviser for the
Equity Index Fund, the Investment Grade Income Fund, the
Government Bond Fund, and the Money Market Fund. The
Sub-Advisers for the other funds are independent. The Manager
selects the Sub-Advisers in consultation with
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<PAGE>
BARRA RogersCasey Consulting, Inc., a pension consulting firm.
The Manager selected each independent Sub-Adviser using strict
objective and qualitative criteria, with special emphasis on
the Sub-Adviser's record in managing similar portfolios. A
committee that includes members affiliated with Allmerica
Financial monitors and evaluates on-going performance of the
independent Sub-Advisers.
AFIMS's fee, computed for each Fund, will be paid from the
assets of such Fund. Pursuant to the Management Agreement with
the Trust, AFIMS has entered into agreements "Sub-Adviser
Agreements") with other investment advisers ("Sub-Advisers")
under which each Sub-Adviser manages the investments of one or
more of the Funds. Under the Sub-Adviser Agreement, the
Sub-Adviser is authorized to engage in portfolio transactions
on behalf of the applicable Fund, subject to such general or
specific instructions as may be given by the Trustees. The terms
of a Sub-Adviser Agreement cannot be materially changed without
the approval of a majority in interest of the shareholders of
the affected Fund. AFIMS is solely responsible for the payment
of all fees for investment management services to the
Sub-Advisers.
For providing its services under the Management Agreement, AFIMS
will receive a fee, computed daily at an annual rate based on
the average daily net asset value of each Fund.
Investment Advisory Services to Fidelity VIP and VIP II.
For managing investments and business affairs, each Portfolio
pays a monthly fee to Fidelity Management. The prospectuses of
Fidelity VIP and Fidelity VIP II contain additional information
concerning the Portfolios, including information about
additional expenses paid by the Portfolios.
Investment Advisory Services to T. Rowe Price.
The Investment Adviser for the International Stock Portfolio is
Rowe Price-Fleming International, Inc. ("Price-Fleming"). To
cover investment management and operating expenses, the T. Rowe
Price International Stock Portfolio pays Price-Fleming a single,
all-inclusive fee.
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 investment adviser for the International Equity
Series is Delaware International Advisers Ltd. ("Delaware
International"). The annual fee paid by the International Equity
Series to Delaware International.
(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.
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<PAGE>
(4) Cumulated or Reinvested Distributions or Income
Distributions from the Underlying Funds are reinvested by
Sub-Accounts of the Group VEL Account in additional shares of
the respective Underlying Fund, without charge, at net asset
value.
(5) Redeemed or Liquidated Assets of the Trust's Securities
See "Surrender Charge" and "Charges on Partial Withdrawals"
under Item 13(a)(1) above.
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish information with respect to sales
load and other deductions from principal payments.
None. No deductions are made from payments prior to allocation to
the Company's General Account or the 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.
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<PAGE>
Neither the Company, AFIMS, nor any affiliated person of the
foregoing 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 Underlying Funds,
except that (1) the Company may receive a profit to the extent that
the cost of insurance built into the Contract exceeds the actual
cost of insurance needed to pay benefits; (2) favorable mortality or
expense experience may cause the insurance provided to be
profitable to the Company; (3) the Company will compensate
certain others, including the Company's agents, for services
rendered in connection with the distribution of the Contract, as
described in Item 38, but such payments will be made from the
Company's General Account; and (4) the investment advisers of the
respective Underlying Funds will receive an advisory fee, as
described in Item 13(a)(2).
(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the trust bear to the dividend
and interest income from the trust property during the period
covered by the financial statements filed herewith.
Not Applicable. The 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.
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<PAGE>
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.
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 which will make total
payments equal the maximum. The Company will return any part
of a payment that is greater than that amount. However, the
Company will accept a payment needed to prevent Contract lapse
during a contract year.
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<PAGE>
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 Underlying Fund. Purchases and
redemptions of such shares are made at net asset value, with
no deduction for sales load.
Amounts of net purchase payments allocated to a Sub-Account,
transfers to that Sub-Account, and reserve adjustment
transfers, if any, will be netted as of each valuation date
against amounts withdrawn from the Sub-Account in connection
with Contract surrenders, partial withdrawals, transfers, and
death benefits, as well as the asset charge and amounts paid
to the Company in lieu of taxes, if any. A net purchase or
sale of Underlying Fund shares will be made for a Sub-Account
at net asset value. All income, dividends and realized gain
distributions of a Underlying Fund will be reinvested in
shares of the respective Underlying Fund at net asset value.
Valuation dates currently occur on each day on which the New
York Stock Exchange is open for trading, and on such other
days where there is a sufficient degree of trading in a
Underlying Fund's securities such that the current net asset
value of the Sub-Accounts may be materially affected.
17. (a) Describe the procedure with respect to withdrawal or redemption
by security holders.
SURRENDER - A Contract Owner may at any time surrender the
Contract and receive its surrender value (i.e., Contract value,
less Debt and applicable surrender charges) upon written request
signed by the Contract Owner and return of the Contract to the
Principal Office. The surrender value will be based on the
Contract value as of the valuation date on which the request and
Contract are received at the Principal Office. A surrender
charge may be deducted when a Contract is surrendered. See
Item 13(a)(1), "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.
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<PAGE>
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 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)(1), "Partial Withdrawals."
(b) Furnish the names of any persons who may redeem or repurchase,
or are required to redeem or repurchase, the trust's securities
or underlying securities from security holders, and the
substance of the provisions of any indenture or agreement
pertaining thereto.
The Company is required to process all surrender and partial
withdrawal requests as described in Item 17(a). The Underlying
Funds will redeem their shares upon the Company's request in
accordance with the Investment Company Act of 1940. Redeemed
shares may later be reissued.
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold.
If a Contract is surrendered, the Contract will be canceled and
may not be reissued. If a Contract terminates due to lapse or
foreclosure, the Contract may be reinstated as provided below.
Termination - The Contract will terminate if on a monthly
processing date the surrender value is zero or less. If this
situation occurs, the Contract will be in default. The Contract
Owner will then have a grace period of 62 days, measured from
the date of default, to make a payment sufficient to prevent
termination. On the date of default, the Company will send a
notice to the Contract Owner and to any assignee on record. The
notice will state the amount of premium due and the date on
which it is due. Failure to make a sufficient payment within the
grace period will result in termination of the Contract without
any Contract value. If the Insured dies during the grace period,
the Net Death Benefit will still be payable, but any overdue
charges will be deducted from the Net Death Benefit.
Reinstatement - If the Contract has not been surrendered and the
Insured is alive, the terminated Contract may be reinstated
anytime within three years after the date of default by
submitting the following to the Company: (1) a written
application for reinstatement; (2) evidence of insurability
showing the Insured is insurable according to the Company's
underwriting rules; (3) a payment that is large enough to cover
the cost of all contract charges that were due and unpaid during
the grace period and to keep the Contact in force for three
months; and (4) a payment or reinstatement of any loan against
the Contract that existed at the end of the grace period.
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<PAGE>
Surrender Charge - For the purpose of measuring the surrender
charge period, the contract will be reinstated as of the date of
default. The surrender charge on the date of reinstatement is
the surrender charge which would have been in effect on the date
of default.
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 Underlying Fund
held by a Sub-Account are reinvested in shares of that
Underlying Fund at net asset value. Such shares are added to the
assets of the respective Sub-Account.
(b) Describe the procedure, if any, with respect to the reinvestment
of distributions to security holders and state the substance of
the provisions of any indenture or agreement pertaining thereto.
No distributions are made to Contract Owners other than in
connection with a death benefit or with a Contract
Owner-initiated loan, partial withdrawal or surrender of the
Contract. See Items 13(a)(1) 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.
Net 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.
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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.
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 Underlying Fund shares will be by book entry
only. Stock certificates will not be issued to the Company or
Separate Account. Shares ordered from the Underlying Funds 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 Contractowner, loan
repayments, lapse, termination for any reason, and reinstatement. An
annual statement will also be sent to the Contract Owner within 30
days after a Contract year. The annual statement will summarize all of
the above transactions and deductions of charges during the Contract
year. It will also set forth the status of the death benefit, Contract
value, surrender value, amounts in the Sub-Accounts and General
Account, and any Contract loan(s).
In addition, the Contract Owner will be sent semi-annual reports
containing financial statements and other information for the Separate
Account and the Underlying Funds, 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.
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(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
Massachusetts law, the Company may not abrogate its obligation
under the Contracts.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
There is no such provision in any indenture or agreement.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
Loans may be obtained by request to the Company on the sole
security of the Contract. The total amount which may be borrowed
is the loan value. The Loan Value is 90% of an amount is equal
to the Contract value less surrender charges. The minimum loan
amount is $1,000. The maximum loan amount is the Loan Value
minus any outstanding loans.
A Contract loan may be allocated among the General Account and
one or more Sub-Accounts. If the Contract Owner does not make
an allocation, the Company will allocate the loan among the
accounts in the same proportion that the Contract value in the
General Account (other than value reflecting an outstanding
loan), and the Contract value in each Sub-Account bear to the
total Contract value (other than value reflecting an outstanding
loan) on the date the Company receives the loan request.
Contract value in each Sub-Account equal to the Contract loan
allocated to such Sub-Account will be transferred to the General
Account, and the number of Units equal to Contract value so
transferred will be canceled. Amounts transferred to or held in
the General Account to secure Debt will earn interest at a rate
equal to an effective annual yield of at least 4.0%.
Preferred Loan Option - Any portion of the Outstanding Loan that
represents earnings in the Contract, a loan from an exchanged
life insurance policy that was as carried over to the Contract,
or the gain in the exchanged life insurance policy that was
carried over to the Contract may be treated as a preferred loan.
The guaranteed annual interest rate credited to the Contract
Value securing a preferred loan will be at least 5.5%. The
available percentage of the gain carried over from an exchanged
policy less any policy loan carried over which will be eligible
for preferred loan treatment is as follows:
Beginning of Contract Year Unloaned Gain Available
-------------------------- -----------------------
1 0%
2 10%
3 20%
4 30%
5 40%
6 50%
7 60%
8 70%
9 80%
10 90%
11 100%
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Loan Interest Charged - Interest accrues daily and is payable in
arrears at the annual rate of 6.0%. Interest is payable at the
end of each Contract year or on a pro rata basis for such
shorter period as the loan may exist. Interest not paid when due
will be added to the loan principal and bear interest at the
same rate.
Repayment of Loans - Loans may be repaid at any time prior to
the lapse of the Contract. Upon repayment of Debt, the portion
of the Contract value that is in the General Account securing
the loan will be transferred to the various Sub-Accounts in
accordance with the Contract Owner's instructions. If the
Contract Owner does not make a repayment allocation, the Company
will allocate Contract value in accordance with the
Contractowner's most recent payment allocation instructions;
provided, however, that loan repayments allocated to the
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.
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23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
The Company and Allmerica Investments, Inc. are named Insureds under a
blanket bond in the amount of $20 million, issued by Lloyds of London.
The bond covers officers, directors, and employees of the Company and
Allmerica Investments, Inc., all of whom are employees of First
Allmerica.
AIT maintains a fidelity bond pursuant to Rule 17(g) under the 1940
Act, in the amount of $2.7 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 Underlying Funds, which define
the terms under which the Sub-Accounts of Separate Account invest in
the Underlying Funds.
Contract Owner - The Contract Owner is the Insured unless another
Contract Owner has been named in the application for the Contract. The
Contract Owner is generally entitled to exercise all rights under a
Contract while the Insured is alive, subject to the consent of any
irrevocable beneficiary (the consent of a revocable beneficiary is not
required). The consent of the Insured is required whenever the face
amount of insurance is increased.
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
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that which the most recent cost of insurance charge would have
purchased for the correct age and sex. In no event will the
death benefit be reduced to less than the Guideline Minimum Sum
Insured. In the case of a Contract issued on a unisex basis, this
provision (as it relates to misstatement of sex) does not apply.
Assignment - The Contract Owner may assign a Contract as collateral or
make an absolute assignment of the Contract. All rights under the
Contract will be transferred to the extent of the assignee's interest.
When recorded, the assignment will take effect as of the date the
written request was signed. The Company is not bound by an assignment
or release thereof, unless it is in writing and is recorded at the
Company's Principal Office. Any rights created by the assignment will
be subject to any payments made or actions taken by the Company before
the assignment is recorded. The Company is not responsible for the
validity of any assignment or release.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
Organization and Operations of Depositor
25. State the form of organization of the depositor of the trust, the
name of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.
The Company is an insurance company originally organized as a mutual
life insurance company under the laws of the Commonwealth of
Massachusetts in 1844, under the name of "State Mutual Life Assurance
Company of America." Effective October 16, 1995, the Company converted
to a stock life insurance company and adopted its present name. The
company is a wholly-owned subsidiary of Allmerica Financial
Corporation, 440 Lincoln Street, Worcester, Massachusetts 01653.
26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the
exercise of any functions or duties concerning securities. of
the trust during the period covered by the financial statements
filed herewith:
Not Applicable.
(b) Furnish the following information with respect to any fee or
any participation in fees received by the depositor from any
underlying investment company or any affiliated person or
investment adviser of such company:
The Company has not received any such fee or participation.
(1) The nature of such fee or participation.
Not Applicable.
(2) The name of the person making payments.
Not Applicable.
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<PAGE>
(3) The nature of the services rendered in
consideration for such fee or participation.
Not Applicable.
(4) The aggregate amount received during the
last fiscal year covered by the financial
statements filed herewith.
Not Applicable.
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other
than the trust, state the name or names of such company or companies,
their relationship, if any, to the trust, and the nature of the
depositor's activities therewith. If the depositor has ceased to act
in such named capacity, state the date of and circumstances
surrounding such cessation.
The Company is licensed to write life insurance, health insurance, and
variable contracts in the District of Columbia, Puerto Rico, the
Virgin Islands and all states.
The Company offers variable life and annuity policies through other of
its Separate Accounts, all of which are registered as unit investment
trusts under the Investment Company Act of 1940 or which are exempt
from such registration.
Officials and Affiliated Persons of Depositor
28. (a) Furnish as at latest practicable date the following information
with respect to the depositor of the trust, with respect to each
officer, director, or partner of the depositor, and with respect
to each natural person directly or indirectly owing or holding
with power to vote 5% or more of the outstanding voting
securities of the depositor.
(i) name and principal business address.
(ii) nature of relationship or affiliation with depositor of
the trust;
(iii) ownership of all securities of the depositor;
(iv) ownership of all securities of the trust;
(v) other companies of which each person named above is
presently officer, director or partner.
See 28(b) and 29, below.
(b) Furnish a brief statement of the business experience
during the last five years of each officer, director or
partner of the depositor.
The principal occupations and business experience for
the last five years of Directors and Executive Officers
of the Company are as follows:
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<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
<S> <C>
Bruce C. Anderson Director (since 1996), Vice President (since 1984) and Assistant
Director Secretary (since 1992) of First Allmerica
Warren E. Barnes Vice President (since 1996) and Corporate Controller (since 1998)
Vice President and Corporate of First Allmerica
Controller
Mark R. Colburn Director (since 2000) and Vice President (since 1992) of First
Director and Vice President Allmerica.
Charles F. Cronin Secretary and Counsel (since 2000) of First Allmerica; Counsel
Secretary and Counsel (since 1996) of First Allmerica; Attorney (1991-1996) of Nutter,
McClennen & Fish
J. Kendall Huber Director, Vice President and General Counsel of First Allmerica
Director, Vice President and (since 2000); Vice President (1999) of Promos Hotel Corporation;
General Counsel Vice President & Deputy General Counsel (1998-1999) of Legg
Mason, Inc.; Vice President and Deputy General Counsel (1995-
1998) of USF&G Corporation.
John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice
Director, Vice President and President (since 1991) of First Allmerica; and Vice President
Chief Investment Officer (since 1998) of Allmerica Financial Investment Management
Services, Inc.; and President (since
1995) and Director (since 1996) of
Allmerica Asset Management, Inc.
J. Barry May Director (since 1996) of First Allmerica; Director and President
Director (since 1996) of The Hanover Insurance Company; and Vice
President (1993 to 1996) of The Hanover Insurance Company
John F. O'Brien Director, President and Chief Executive Officer (since 1989) of
Director and Chairman First Allmerica; Director (since 1989) of Allmerica
of the Board Investments, Inc.; and Director and Chairman of the Board (since
1990) of Allmerica Financial Investment Management Services,
Inc.
Edward J. Parry, III Director and Chief Financial Officer (since 1996) and Vice
Director, Vice President, and President and Treasurer (since 1993) of First Allmerica; Treasurer
Chief Financial Officer (since 1993) of Allmerica Investments, Inc.; and Treasurer (since
1993) of Allmerica Financial Investment Management
Services, Inc.
Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First
Director, President and Allmerica; President (since 1995) of Allmerica Financial Life
Chief Executive Officer Insurance and Annuity Company; Director (since 1990) of
Allmerica Investments, Inc.; and Director and President (since
1998) of Allmerica Financial Investment Management
Services, Inc.
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<PAGE>
Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Allmerica;
Director Director (since 1998) of The Hanover Insurance Company; Chief
Executive Officer (1996 to 1998) of
Travelers Property & Casualty; Senior
Vice President (1993 to 1996) of Aetna
Life & Casualty Company
Eric A. Simonsen Director (since 1996) and Vice President (since 1990) of First
Director and Vice President Allmerica; Director (since 1991) of Allmerica Investments, Inc.;
and Director (since 1991) of Allmerica Financial Investment
Management Services, Inc.
</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 Allmerica Financial
Corporation, 440 Lincoln Street, Worcester, Massachusetts. Both 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;
The remuneration of the Officers of the Company is set forth in
the proxy statement for the Annual Meeting of Shareholders of
the Company's parent, Allmerica Financial Corporation, which is
incorporated herein by reference.
(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; See item 31 (a)
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<PAGE>
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor;
Not Applicable.
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;
The remuneration of the Directors of the Company is set forth in
the proxy statement for the Annual Meeting of Shareholders of
the Company's parent, Allmerica Financial Corporation, which is
incorporated herein by reference.
(b) indirectly or through subsidiaries to directors.
Not Applicable.
Compensation to Employees
33. (a) Furnish the following information with respect to the aggregate
amount of remuneration for services of all employees of the
depositor (exclusive of persons whose remuneration is reported
in Items 31 and 32) who received remuneration in excess of
$10,000 during the last fiscal year covered by financial
statements filed herewith from the depositor and any of its
subsidiaries.
The remuneration of certain directors/executive officers of the
Company is set forth in the proxy statement for the Annual
Meeting of Shareholders of the Company's parent, Allmerica
Financial Corporation, which is incorporated herein by
reference.
(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
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<PAGE>
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.
Not Applicable.
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 initially in New York and Hawaii.
(c) Not Applicable.
36. If sales of the trust's securities have at any time since
January 1, 1936 been suspended for more than a month, describe
briefly the reasons for such suspension.
Not Applicable.
37. (a) Furnish the following information with respect to each instance
where subsequent to January 1, 1937, any federal or state
governmental officer, agency, or regulatory body denied
authority to distribute securities of the trust, excluding a
denial which was merely a procedural step prior to any
determination by such officer, etc., and which denial was
subsequently rescinded.
(1) Name of officer, agency or body
None.
(2) Date of denial
Not Applicable.
(3) Brief statement of reasons given for denial
Not Applicable.
(b) Furnish the following information with regard to each
instance where, subsequent to January 1, 1937, the
authority to distribute securities of the trust has
been revoked by any federal or state governmental
officer, agency or regulatory body.
(1) Name of officer, agency or body
None.
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(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., an indirect subsidiary of First
Allmerica, will act as principal underwriter of the Contracts
pursuant to a Sales and Administrative Agreement with the
Company and the Separate Account. Allmerica Investments, Inc.
is a broker-dealer and a member of the National Association of
Securities Dealers, Inc. The Contracts will be sold by
registered representatives of Allmerica Investments, Inc. or of
other broker-dealers which have selling agreements with
Allmerica Investments, Inc., and who have been appointed as
agents of the Company.
(b) State the substance of any current selling agreement between
each principal underwriter and the trust or the depositor,
including a statement as to the inception and termination dates
of the agreement, any renewal and termination provisions, and
my assignment provisions.
The Company and Separate Account will execute an Underwriting
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% (5.50% with respect to Contracts sold through the
Company's agency field force) of initial and subsequent
payments. Alternative commission schedules are available with
lower initial
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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 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.
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<PAGE>
(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, of unaffiliated mutual funds,
of investment partnerships, and of precious metals. Allmerica
Investments, Inc. acts as principal underwriter of variable
annuity contracts issued by separate accounts (which are
registered as unit investment trusts under the 1940 Act) of the
Company and of its subsidiary, Allmerica Financial Life
Insurance and Annuity Company, and of AIT (which is registered
as 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
unaffiliated broker-dealers, who are also licensed as insurance
agents of the Company.
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling
securities of the trust and furnish the name and residence
address of the person in charge of such office.
Not Applicable. The 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.
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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 Underlying Funds. The value of a Unit
is set at $1.00 on the first Valuation Date of each Sub-Account.
The dollar value of a Unit of a Sub-Account varies from
Valuation Date to Valuation Date based on the investment
experience of that Sub-Account. This investment experience
reflects the investment performance, expenses and charges of the
Underlying Fund in which the Sub-Account invests. The value of
each Unit was set at $1.00 on the first Valuation Date of each
Sub-Account.
The value of a Unit on any Valuation Date is the product of:
- The dollar value of the Unit on the preceding Valuation
Date; times
- The net investment factor.
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.
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The net investment factor may be greater or less than
one. Therefore, the value of a Unit may increase or
decrease. The Contract Owner bears the investment
risk.
Allocations to the General Account are not converted
into Units, but are credited interest at a rate
periodically set by the Company.
(b) Furnish a specimen schedule showing the components of
the offering price of the trust's securities as of
the latest practicable date.
No Contracts have been issued or offered for sale to
the public.
(c) If there is any variation in offering price of the
trust's securities to any person or classes of
persons other than underwriters, state the nature and
amount of such variation and indicate the person or
classes of persons to whom such offering is made.
At any time, the "price" of a Unit of a Sub-Account
will be the same for all Contract Owners. However,
the cost of insurance charges for the Contracts will
not be the same for all Contract Owners. The
insurance principles of pooling and distribution of
mortality risks is based upon the assumption that
each Contract Owner pays a cost of insurance charge
commensurate with the Insured's mortality risk, which
is actuarially determined based upon factors such as
age, sex, health and occupation. In the context of
life insurance, a uniform mortality charge (the "cost
of insurance charge") for all Insureds would
discriminate unfairly in favor of those Insureds
representing greater mortality risks to the
disadvantage of those representing lesser risks.
Accordingly, there will be a different "price" for
each actuarial category of Contract Owners because
different cost of insurance rates will apply. The
"price" will also vary based on net amount at risk.
The Contracts will be offered and sold pursuant to
this cost of insurance schedule, the Company's
underwriting standards, and in accordance with state
insurance laws. Such laws prohibit unfair
discrimination among Insureds, but recognize that
premiums must be based upon factors such as age,
health and occupation. Tables showing the maximum
cost of insurance charges will be delivered as part
of the Contract.
45. Furnish the following information with respect to any
suspension of the redemption rights 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.
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46. (a) Furnish the following information with respect to
the method of determining the redemption or
withdrawal valuation of securities issued by the
trust:
(1) The source of quotations used to determine the value of
portfolio securities.
The Sub-Accounts invest only in shares of the
Underlying Funds. Shares of each are sold and
redeemed at their net asset value as next computed
after receipt of the purchase or redemption order.
Each purchase or redemption is confirmed in a written
statement of the number of shares purchased or
redeemed and the aggregate number of shares currently
held by the respective Sub-Accounts. See Item 44(a).
(2) Whether opening, closing, bid, asked or any other price
issued.
See 44(a) and 46(a)(1), above.
(3) Whether price is as of the day of sale or as of any
other time.
See 44(a) and 46(a)(1), above.
(4) A brief description of the methods used by registrant
for determining other assets and liabilities
including accrual for expenses and taxes (including
taxes on unrealized appreciation).
Contract Value and Surrender Value - The Contract
value is the total amount available for investment
and is equal to the sum of the accumulation in the
General Account and the value of the Units in the
Sub-Accounts. The Contract value is used in
determining the surrender value (the Contract value
less any loans and applicable surrender charges).
There is no guaranteed minimum Contract value.
Because Contract value on any date depends upon a
number of variables, it cannot be predetermined.
Contract value and surrender value will reflect
frequency and amount of net premiums paid, interest
credited to 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
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(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)(1),
"SURRENDER CHARGES" and "PARTIAL WITHDRAWAL"
(6) Whether adjustments are made for fractions.
No adjustments are made for fractions.
(b) Furnish a specimen schedule showing the components of
the redemption price to the holders of the trust's
securities as of the latest practicable date.
No Contracts have been issued or offered for sale to
the public.
Purchase and sale of interests in underlying securities from and to Security
Holders
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.
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All purchases and redemptions of shares of the Underlying
Funds are at net asset value. Other separate accounts of the
Company currently invest in shares of AIT, and AIT issues
shares to separate accounts of First Allmerica and may issue
shares to separate accounts of other affiliated insurance
companies. Other than AIT, the other Underlying Funds may
issue shares to unaffiliated insurance companies. All
transactions are at net asset value. The Company will redeem
sufficient shares of the Underlying Funds to pay certain life
insurance proceeds, benefits at maturity, or surrender
proceeds, or for other purposes contemplated by the Contract.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or
custodian of the trust.
(a) Name and principal address:
First Allmerica Financial Life Insurance 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 Massachusetts.
(d) Name of governmental supervising or examining
authority.
Massachusetts 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.
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- 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
of the Variable Account:
- Mortality and Expense Risk Charge -- 0.90% on an
annual basis for the mortality and expense risks.
This charge is imposed to compensate the Company for
its assumption of certain mortality and expense
risks. Such expense risks include the risks of
increased costs associated with the custodian
function.
The charges below apply only if the Contract Owner surrenders
the Contract or make partial withdrawals:
- Surrender Charge - This charge applies on full
surrenders within ten Contract years. The surrender
charge begins at 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.
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 Massachusetts 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.
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653
(b) The types of Contracts and whether individual or
group Contracts.
The Contracts are modified single payment individual
life insurance Contracts.
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(c) The types of risks Insured and excluded.
The Contracts are offered to individuals age 89 and
under, subject to the Company's underwriting
standards. The Company assumes the risk that the
deduction made for mortality and expense risks will
prove inadequate to cover actual insurance costs and
expenses.
(d) The coverage of the Contracts.
The Contracts provide insurance coverage on the life
of the Insured. The Face Amount is stated in each
Contract. Death Benefits will be reduced by any
outstanding loans and any due and unpaid contract
charges.
(e) The beneficiaries of such Contracts and the uses to
which the proceeds of Contracts must be put.
The beneficiary is named by the Contract Owner to
receive the death benefit. The interest of any
beneficiary will be subject to any assignment made by
the Contract Owner. The Contract Owner may declare a
beneficiary to be revocable (changed any time by
written request) or irrevocable (may be changed only
with the written consent of the beneficiary). The
interest of a beneficiary who dies before the Insured
will pass to surviving beneficiaries. If all
beneficiaries die before the Insured, the death
proceeds will pass to the Contract Owner.
(f) The terms and manner of cancellation and of
reinstatement.
See Item 17(a) for the manner of cancellation and
reinstatement.
(g) The method of determining the amount of premiums to
be paid by holders of securities.
See answers 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 amounts deducted for assumption of mortality and
expense risks. However, the Company may from time to
time enter into reinsurance agreements with other
insurance companies under which certain insurance
risks, premium income and related expenses are
assumed by such other insurance companies.
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<PAGE>
(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
Underlying Fund.
The Company reserves the right, subject to applicable
law, to make additions to, deletions from, or
substitutions for the shares that are held in the
Sub-Accounts of the Separate Account or that the
Sub-Accounts of the Separate Account may purchase. If
the shares of an Underlying Fund are no longer
available for investment or if in the Company's
judgment further investment in any Underlying Fund
should become inappropriate in view of the purposes
of the Separate Account or the affected Sub-Account,
the Company may redeem the shares of that Underlying
Fund and substitute shares of another registered
open-end management company. The Company will not
substitute any shares attributable to a Contract
interest in a Sub-Account without notice and prior
approval of the SEC and state insurance authorities,
to the extent required by the 1940 Act or other
applicable law.
The Company also reserves the right to establish
additional Sub-Accounts of the Separate Account, each
of which would invest in shares corresponding to a
new Underlying Fund or in shares of another
investment company having a specified investment
objective. Subject to applicable law and any required
SEC approval, the Company may, in its sole
discretion, establish new Sub-Accounts or eliminate
one or more Sub-Accounts if marketing needs, tax
considerations or investment conditions warrant. Any
new Sub-Accounts may be deemed available to existing
Contract Owners on a basis to be determined by the
Company. If the Company deems it to be in the best
interest of Contract Owners, and subject to any
approvals that may be required under applicable law,
the Variable Account or Sub-Account may be operated
as a management company under the 1940 Act, may be
deregistered if registration is no longer required,
or may be combined with other separate accounts of
the Company.
If any of these substitutions or changes are made,
the Company way by appropriate endorsement change the
Contract to reflect the substitution or change.
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(b) Furnish the following information with respect to
each transaction involving the elimination of any
underlying security during the period covered by the
financial statements filed herewith.
Not Applicable.
(c) Describe the Contract of the trust with respect to
the substitution and elimination of the underlying
securities of the trust with respect to:
(1) the grounds for elimination and
substitution;
See 52(a), above.
(2) the type of securities which may be
substituted for any underlying security;
See 52(a), above.
(3) whether the acquisition of such substituted
security or securities would constitute the
concentration of investment in a particular
industry or group of industries or would
conform to a Contract of concentration of
investment in a particular; industry or
group of industries;
Not Applicable.
(4) whether such substituted securities may be
the securities of any other investment
company; and
See 52(a), above.
(5) the substance of the provisions of any
indenture or agreement which authorize or
restrict the Contract of the registrant in
this regard.
See 52(a) above.
(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,
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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.
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
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Financial statements, if any, will be contained in a
pre-effective amendment to the registration statement for the
Contract on Form S-6 filed under the Securities Act of 1933.
They are incorporated herein by reference.
Financial Statements of the Depositor
The Financial Statements of the Company will be contained in a
pre-effective amendment to 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. Exhibit 1 (Exhibits required by paragraph A of the
instructions to Form N-8B-2)
(1) Certified copy of Resolutions of the Board of Directors
of the Company dated October 12, 1993 authorizing the
establishment of the Separate Account SPVL is being
filed with the Registrant's Initial Registration
Statement of Separate Account SPVL under the Securities
Act of 1933 on Form S-6, and is incorporated by
reference herein.
(2) Not Applicable.
(3) (a) Underwriting and Administrative Services Agreement
was previously filed on April 16, 1998 in
Post-Effective Amendment No. 11 of the VEL II
Account (Registration No. 33-57792), and is
incorporated by reference herein.
(b) General Agent's Agreement was previously filed in
Initial Registration Statement of VEL Account III
(Registration Statement No. 333-58385) on July 3,
1998, and is incorporated by reference herein.
(c) Compensation Schedule was previously filed in
Initial Registration Statement of VEL Account
III (Registration Statement No. 333-58385) on
July 3, 1998, and is incorporated by reference
herein.
(4) Not Applicable.
(5) The following are being filed with the Registrant's
Initial Registration Statement of Separate Account SPVL
under the Securities Act of 1933 on Form S-6, and are
incorporated by reference herein:
(a) Form of Contract;
(b) Paid Up Life Insurance Option Rider;
(c) Life Insurance 1035 Exchange Rider; and
(d) Guaranteed Death Benefit Rider.
(6) Organizational documents of the Company were previously
filed on November 5, 1996 Registration Statement No.
333-155569, and are incorporated by reference herein.
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(7) Not Applicable.
(8) (a) Amendment dated June 1, 2000 to the Participation
Agreement between the Company and Allmerica
Investment Trust is being filed with the
Registrant's Initial Registration Statement of
Separate Account SPVL under the Securities Act of
1933 on Form S-6, and is incorporated by
reference herein. Participation Agreement between
the Company and Allmerica Investment Trust dated
March 22, 2000 was previously filed in April 2000
in Post-Effective Amendment No. 9 of Registration
Statement No. 33-71056/811-8130, and is
incorporated by reference herein.
(b) Participation Agreement with T. Rowe Price
International Series, Inc. was previously
filed on April 16, 1998 in Post-Effective
Amendment No. 8 (Registration Statement No.
33-74184), and is incorporated by reference
herein.
(c) Amendment dated August 1, 2000 to the Variable
Insurance Products Fund Participation Agreement is
being filed with the Registrant's Initial
Registration Statement of Separate Account SPVL
under the Securities Act of 1933 on Form S-6, and
is incorporated by reference herein. Amendment
dated March 29, 2000 and Amendment dated November
13, 1998 to the Variable Insurance Products Fund
Participation Agreement was previously filed in
April 2000 in Post-Effective Amendment No. 9 of
Registration Statement No. 33-71056/811-8130, and
is incorporated by reference herein. Participation
Agreement with Variable Insurance Products Fund,
as amended was previously filed on April 16, 1998
in Post-Effective Amendment No. 8 (Registration
Statement No. 33-74184), and is incorporated by
reference herein.
(d) Fidelity Service Agreement was previously filed
on April 30, 1996, in Post-Effective Amendment
No. 4 (Registration Statement No. 33-74184), and
is incorporated by reference herein.
(e) An Amendment to the Fidelity Service Agreement
was previously filed on May 1, 1997 in
Post-Effective Amendment No. 6 (Registration
Statement No. 33-74184), and is incorporated
by reference herein.
(f) Service Agreement with Rowe Price-Fleming
International, Inc. was previously filed on
April 16, 1998 in Post-Effective Amendment
No. 8 (Registration Statement No. 33-74184),
and is incorporated by reference herein.
(g) Fidelity Service Contract was previously filed
on May 1, 1997 in Post-Effective Amendment No. 6
(Registration Statement No. 33-74184), and is
incorporated by reference herein.
(9) (a) BFDS Agreements for lockbox and mailroom services,
effective January 1, 1997, were previously filed
on April 16, 1998 in Post-Effective Amendment
No. 12 of the VEL II Account (Registration
Statement No. 33-57792), and are incorporated
by reference herein.
(b) Directors' Power of Attorney is filed herewith.
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(10) Form of Application is filed herewith.
2. Form of Contract and Contract riders are included in Exhibit 1(5) above.
3. Opinion of Counsel is being filed with the Registrant's Initial
Registration Statement of Separate Account SPVL under the Securities
Act of 1933 on Form S-6, and is incorporated by reference herein.
4. Not Applicable.
5. Not Applicable.
6. Actuarial Consent is being filed with the Registrant's Initial
Registration Statement of Separate Account SPVL under the Securities
Act of 1933 on Form S-6, and is incorporated by reference herein.
7. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) under the
1940 Act, which includes conversion procedures pursuant to Rule
6e-3(T)(b)(13)(v)(B) is being filed with the Registrant's Initial
Registration Statement of Separate Account SPVL under the Securities
Act of 1933 on Form S-6, and is incorporated by reference herein.
8. Consent of Independent Accountants is filed herewith.
B. (1) None.
(2) None.
C. None.
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940 the Allmerica
Financial Life Insurance and Annuity Company, depositor of the Registrant, has
caused this registration statement to be-duly signed on behalf of the Registrant
in the City of Worcester and Commonwealth of Massachusetts on the 1st day of
September, 2000.
Separate Account SPVL of First Allmerica Financial Life Insurance
Company
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(Name of Registrant)
By: First Allmerica Financial Life Insurance Company
-----------------------------------------------------------------
(Name of Depositor)
By: /s/ Sheila B. St. Hilaire
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Assistant Vice President and Counsel
Attest: /s/ Charles F. Cronin
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(Name)
Secretary and Counsel
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(Title)
